Draft Prospectus

Dated: January 07, 2025

Please read Section 26 and 28 of the Companies Act, 2013
Fixed Price Issue

(Please Scan this QR Code to

view the Draft Prospectus)

GLOBTIER INFOTECH LIMITED

(Formerly Known as Globtier Infotech Private Limited)
Corporate Identification Number: U72900UP2012PLC142156

REGISTERED OFFICE CONTACT PERSON EMAIL & TELEPHONE WEBSITE

B-67, 3rd Floor, Sector 67, Gautam Buddha Vani Aggarwal Email: [email protected]
www.globtierinfotech.com
Nagar, Noida, Uttar Pradesh, India, 201301 Company Secretary and Compliance Officer Tel: +91 120 3129384
THE PROMOTERS OF OUR COMPANY
RAJIV SHUKLA, REKHA SHUKLA AND RAHUL SHUKLA
DETAILS OF THE OFFER
FRESH ISSUE SIZE OFFER FOR SALE SIZE TOTAL OFFER SIZE ELIGIBILITY & SHARE
TYPE
(RS. IN LAKHS) (RS. IN LAKHS) (RS. IN LAKHS) RESERVATION AMONG NII &RII
The Offer is being made pursuant to Regulation
229(2) of SEBI ICDR Regulations. As the
Fresh Issue Up to 44,99,200 Equity Up to 50,00,000 Equity Company's post- offer face value capital will be more
Up to 5,00,800 equity shares
and Shares aggregating to Rs Shares aggregating up to Rs. than Rs. 10 Crore but less than Rs. 25 Crore. For
aggregating to Rs. [●] Lakhs.
Offer for Sale [●] Lakhs. [●] Lakhs details in relation to share reservation among NIIs
and RIIs, see “Offer Structure” on page 293 of this
Draft Prospectus.
DETAILS OF OFFER FOR SALE BY THE SELLING SHAREHOLDER
NAME OF SELLING NUMBER OF EQUITY SHARES WEIGHTED AVERAGE COST OF ACQUISITION
TYPE
SHAREHOLDER OFFERED/AMOUNT (IN RS. PER EQUITY SHARE) *
Up to 5,00,800 equity shares aggregating to Rs. [●]
Rekha Shukla Promoter 0.05
Lakhs.
RISK IN RELATION TO THE FIRST OFFER
This being the first public Offer of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is Rs. 10 each and the Offer
Price is [●] times of the face value of the Equity Shares. The Offer Price (determined and justified by our Company in consultation with the Lead Manager) as stated in
“Basis for Offer Price” on page 113 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 RISK
Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Offer 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 this offer. For taking an investment decision,
investors must rely on their own examination of our Company and the Offer including the risks involved. The Equity Shares in the Offer have not been recommended
or approved by Securities and Exchange Board of India nor does Securities and Exchange Board of India guarantee the accuracy or adequacy of this Draft Prospectus.
Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page 34 of this Draft Prospectus.
ISSUER’S AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to our Company
and the Offer, which is material in the context of the Offer, that the information contained in this Draft 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 Draft Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, the
Selling Shareholder, accepts responsibility for and confirms only the statements specifically made by it in this Prospectus solely in relation to itself and the Offered
Shares and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. Further, Selling
Shareholder, does not assume responsibility for any other statements, including without limitation, any and all statements made by or relating to our Company or its
business or any other person(s), in this Draft Prospectus.
LISTING
The Equity Shares offered through this Draft Prospectus is proposed to be listed on the SME Platform of BSE Limited (“BSE”). Our Company has received an In-
Principle Approval letter dated [●] from BSE for using its name in this offer document for listing our shares on the SME Platform of the BSE Limited. For the purpose
of this Offer, the Designated Stock Exchange will be BSE Limited (“BSE”).
LEAD MANAGER TO THE OFFER
NAME & LOGO CONTACT PERSON EMAIL & TELEPHONE

Pavan Kumar Agrawal / Email: [email protected]

Shivani Mehra Telephone: +91 11 42758011

SHANNON ADVISORS PRIVATE LIMITED

REGISTRAR TO THE OFFER

NAME & LOGO CONTACT PERSON EMAIL & TELEPHONE

Email: [email protected]
Anuj Rana Telephone No.: 011-40450193-197

SKYLINE FINANCIAL SERVICES PRIVATE LIMITED

OFFER PROGRAMME
OFFER OPENS ON: [●] OFFER CLOSES ON: [●]*
*The UPI mandate end time shall be at 5:00 p.m. on Offer Closing Day.
 Draft Prospectus
Dated: January 07, 2025
Please read Section 26 and 28 of the Companies Act, 2013
Fixed Price Issue

GLOBTIER INFOTECH LIMITED

(Formerly Known as Globtier Infotech Private Limited)
Corporate Identification Number: U72900UP2012PLC142156
Our Company was incorporated as “Globtier Infotech Private Limited” under the provisions of the Companies Act, 1956, pursuant to certificate of incorporation dated March 31, 2012
issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. Further, our Company shifted its Registered Office from the State of Delhi to Uttar Pradesh and
a fresh Certificate of Incorporation dated February 19, 2021 was issued by Registrar of Companies, Kanpur. Subsequently, our Company was converted into public limited company
under the provisions of Companies Act, 2013, pursuant to the approval accorded by our Shareholders at the Extra-ordinary General Meeting held on August 02, 2024. Consequently, the
name of our Company was changed to “Globtier Infotech Limited” and a fresh Certificate of Incorporation consequent upon conversion from a private limited company to a public
limited company was issued to our Company by the Central Processing Centre on September 18, 2024. The registered office of our company is situated at B-67, 3rd Floor, Sector 67,
Gautam Buddha Nagar, Noida, Uttar Pradesh, India, 201301. For further details of our Company, please refer to chapter titled “General Information” and “Our History and Certain
Other Corporate Matters” on page 75 and 163 respectively of this Draft Prospectus.
Registered office: B-67, 3rd Floor, Sector 67, Gautam Buddha Nagar, Noida, Uttar Pradesh, India, 201301
Tel No.: +91 120 3129384; Email: [email protected]; Website: www.globtierinfotech.com
Contact Person: Vani Aggarwal, Company Secretary and Compliance Officer
Our Promoters: Rajiv Shukla, Rekha Shukla and Rahul Shukla
THE OFFER
INITIAL PUBLIC OFFER OF UP TO 50,00,000 EQUITY SHARES OF RS. 10/- EACH (“EQUITY SHARES”) OF GLOBTIER INFOTECH LIMITED (“GLOBTIER”
OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT AN OFFER PRICE OF RS. [●]/- PER EQUITY SHARE (THE “OFFER PRICE”), AGGREGATING UP
TO RS. [●]/- LAKHS (“THE OFFER”), COMPRISING OF A FRESH ISSUE OF UP TO 44,99,200 EQUITY SHARES AGGREGATING TO RS. [●]/- LAKHS BY OUR
COMPANY (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 5,00,800 EQUITY SHARES BY REKHA SHUKLA (“THE SELLING SHAREHOLDER”)
AGGREGATING TO RS. [●]/- LAKHS (“OFFER FOR SALE”). OUT OF THE OFFER UP TO 2,51,200 EQUITY SHARES OF RS. 10/- EACH, AT AN OFFER PRICE
OF RS. [●]/- PER EQUITY SHARE FOR CASH, AGGREGATING TO RS. [●]/- LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER
TO THE OFFER (“MARKET MAKER RESERVATION PORTION”). THE OFFER LESS THE MARKET MAKER RESERVATION PORTION I.E. OFFER OF
47,48,800 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH, AT AN OFFER PRICE OF RS. [●]/- PER EQUITY SHARE FOR CASH, AGGREGATING TO RS.
[●]/- LAKHS IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER WILL CONSTITUTE [●]% AND [●]%,
RESPECTIVELY OF THE POST OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR FURTHER DETAILS, PLEASE REFER TO SECTION
TITLED "TERMS OF THE OFFER" BEGINNING ON PAGE 286 OF THIS DRAFT PROSPECTUS.
THE FACE VALUE OF THE EQUITY SHARE IS RS. 10/- AND THE OFFER PRICE IS [⚫] TIMES OF THE FACE VALUE
In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCCR”), this offer is being made for at least 25% of the post offer paid up equity
share capital of the company. This offer is being made through Fixed Price Process in accordance and in compliance with Chapter IX and other applicable provisions of Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time (“SEBI ICDR Regulations, 2018”), wherein a minimum
50% of the Net Offer is allocated for Retail Individual Investors and the balance shall be offered to Individual applicants other than Retail Individual Investors. For further details
please refer the section titled ‘Offer Information’ beginning on page 286.
All potential investors shall participate in the Offer 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 UPI Applicants, if applicable, which will be blocked by the Self-Certified Syndicate Banks ("SCSBs")
for the same. For further details, please refer to section titled "Offer Procedure" beginning on page 296 of this Draft Prospectus. A copy of the Prospectus will be filled to the Registrar
of Companies for filling in accordance with the Section 26 and 28 of the Companies Act, 2013.
RISK IN RELATION TO THE FIRST OFFER
This being the first public Offer of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is Rs. 10 each and the Offer Price is [●]
times of the face value of the Equity Shares. The Offer Price (determined and justified by our Company in consultation with the Lead Manager) as stated in “Basis for Offer Price” on
page 113 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 RISK
Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Offer 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 this offer. For taking an investment decision, investors must rely on their
own examination of our Company and the Offer including the risks involved. The Equity Shares in the Offer have not been recommended or approved by Securities and Exchange
Board of India nor does Securities and Exchange Board of India guarantee the accuracy or adequacy of this Draft Prospectus. Specific attention of the investors is invited to the
section titled “Risk Factors” beginning on page 34 of this Draft Prospectus.
ISSUER’S AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to our Company and the Offer,
which is material in the context of the Offer, that the information contained in this Draft 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 Draft Prospectus as a whole or any of
such information or the expression of any such opinions or intentions misleading in any material respect. Further, the Selling Shareholder, accepts responsibility for and confirms
only the statements specifically made by it in this Prospectus solely in relation to itself and the Offered Shares and assumes responsibility that such statements are true and correct in
all material respects and not misleading in any material respect. Further, Selling Shareholder, does not assume responsibility for any other statements, including without limitation,
any and all statements made by or relating to our Company or its business or any other person(s), in this Draft Prospectus.
LISTING
The Equity Shares offered through this Draft Prospectus is proposed to be listed on the SME Platform of BSE Limited (“BSE”). Our Company has received an In-Principle Approval
letter dated [●] from BSE for using its name in this offer document for listing our shares on the SME Platform of the BSE Limited. For the purpose of this Offer, the Designated
Stock Exchange will be BSE Limited (“BSE”).
LEAD MANAGER TO THE OFFER REGISTRAR TO THE OFFER

SHANNON ADVISORS PRIVATE LIMITED SKYLINE FINANCIAL SERVICES PRIVATE LIMITED

902, IX Floor, New Delhi House, D-153A, First Floor, Okhla Industrial Area,
27, Barakhamba Road, Connaught Place, Phase-I, New Delhi 110020
New Delhi, 110001 Tel: 011-40450193-197
Tel: +91 11 42758011 Fax: 011-26812683
Contact Person: Pavan Kumar Agrawal/ Shivani Mehra Contact Person: Anuj Rana
Email: [email protected] Email: [email protected]
Investor Grievance Email: [email protected] Investor Grievance Email: [email protected]
Website: www.shannon.co.in Website: www.skylinerta.com
SEBI Registration No.: INM000013174 SEBI Registration No.: INR000003241
OFFER PROGRAMME
OFFER OPENS ON: [●] OFFER CLOSES ON: [●]
*The UPI mandate end time shall be at 5:00 p.m. on Offer Closing Day.
THIS PAGE HAS BEEN LEFT BLANK PURSUANT TO SCHEDULE VI OF SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OFCAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018
 TABLE OF CONTENTS
SECTION I – GENERAL .................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS .................................................................................................... 1
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION ........................................................................................................... 22
FORWARD - LOOKING STATEMENTS ................................................................................................. 24
SECTION II – SUMMARY OF THE OFFER DOCUMENT ........................................................................ 26
SECTION III: RISK FACTORS....................................................................................................................... 34
SECTION IV – INTRODUCTION ................................................................................................................... 69
THE OFFER ................................................................................................................................................ 69
SUMMARY OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS ..................................... 71
GENERAL INFORMATION ...................................................................................................................... 75
CAPITAL STRUCTURE ............................................................................................................................ 85
OBJECTS OF THE OFFER ........................................................................................................................ 98
BASIS FOR OFFER PRICE ...................................................................................................................... 113
STATEMENT OF TAX BENEFITS ......................................................................................................... 123
SECTION V – ABOUT THE COMPANY ..................................................................................................... 126
OUR INDUSTRY ...................................................................................................................................... 126
OUR BUSINESS ....................................................................................................................................... 137
KEY INDUSTRY REGULATIONS AND POLICIES ............................................................................. 154
OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS ................................................... 163
OUR SUBSIDIARIES ............................................................................................................................... 168
OUR GROUP COMPANIES .................................................................................................................... 171
OUR MANAGEMENT ............................................................................................................................. 173
OUR PROMOTERS AND PROMOTER GROUP ................................................................................... 191
DIVIDEND POLICY................................................................................................................................. 196
SECTION VI – FINANCIAL INFORMATION ............................................................................................ 197
RESTATED CONSOLIDATED FINANCIAL STATEMENTS .............................................................. 197
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS .................................................................................................................................... 237
FINANCIAL INDEBTEDNESS ............................................................................................................... 258
SECTION VII – LEGAL AND OTHER INFORMATION .......................................................................... 263
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS................................................ 263
GOVERNMENT AND OTHER APPROVALS ....................................................................................... 268
OTHER REGULATORY AND STATUTORY DISCLOSURES ............................................................ 274
SECTION VIII – OFFER INFORMATION .................................................................................................. 286
TERMS OF THE OFFER .......................................................................................................................... 286
OFFER STRUCTURE ............................................................................................................................... 293
OFFER PROCEDURE .............................................................................................................................. 296
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES.......................................... 323
SECTION IX – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION .................................... 325
SECTION X – OTHER INFORMATION ..................................................................................................... 370
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .................................................. 370
DECLARATION ....................................................................................................................................... 372
 SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Prospectus uses certain definitions and abbreviations which, unless the context otherwise implies or
requires, or unless otherwise specified, shall have the meaning as assigned below. References to statutes, rules,
regulations, guidelines and policies will, unless the context otherwise requires, be deemed to include all
amendments, modifications and replacements notified thereto, as on the date of this Draft Prospectus, 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 Draft Prospectus but not defined herein, shall have, to the extent
applicable, the meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA,
the Depositories Act or the rules and regulations made thereunder.
Notwithstanding the foregoing, terms used in sections entitled in “Our Industry”, “Key Regulations and Policies
in India”, “Statement of Tax Benefits”, “Financial Information”, “Basis for Offer Price”, “Outstanding
Litigation and Other Material Developments”, “Government and other approvals”, “Offer Procedure” and
“Main Provisions of Articles of Association”, on page 126, 154, 123, 197, 113, 263, 268, 296 and 395 respectively,
shall have the meaning ascribed to such terms in those respective sections.
General Terms

Term Description

“Globtier Infotech Globtier Infotech Limited, a public limited company incorporated under the
Limited.”, or “Globtier” or provisions of the Companies Act, 1956, having CIN:
“the Company”, or “our U72900UP2012PLC142156 registered office at B-67, 3rd Floor, Sector 67,
Company” or the “Issuer” Gautam Buddha Nagar, Noida, Uttar Pradesh, India, 201301.

“the Group” or “our Unless the context otherwise indicates or implies, our Company together with its
Group” Subsidiaries, namely, Globtier USA, LLC and Subsidiary, namely, BOTGO
Technologies Private Limited, on a Consolidated basis.

“we”, “us”, or “our” Unless the context otherwise indicates or implies, refers to our Company.

“you”, “your” or “yours” Prospective investors in this Offer.

Company Related Terms

Term Description

Articles or Articles of
The Articles of Association of our Company, as amended from time to time.
Association or AOA

The committee of the Board of Directors constituted on October 14, 2024 as

Company’s Audit Committee in accordance with Section 177 of the Companies
Audit Committee
Act, 2013, as amended, as described in chapter titled “Our Management” on page
173 of this Draft Prospectus.

Auditor or Statutory
Sri Prakash & Co., Chartered Accountants having their office at Unit No. 3, G19
Auditor or Peer Review
Basement, Lajpat Nagar – III, New Delhi – 110024.
Auditor

1
 Term Description

Such banks which are disclosed as Bankers to our Company in the Chapter titled
Bankers to our Company
“General Information” beginning on page 75 of this Draft Prospectus.

The Board of Directors of our Company, as duly constituted from time to time,
Board or Board of
or committee(s) thereof., for further details refer to the chapter titled “Our
Directors or our Board
Management” beginning on page 173 of this Draft Prospectus.

Chairman / Chairperson Rajiv Shukla, the Chairman and Managing Director of our Company

Chief Financial Officer or

The Chief Financial Officer of our Company, namely, Sandeep Gupta.
CFO

CIN / Corporate
U72900UP2012PLC142156
Identification Number

Company Secretary and The Company Secretary and Compliance Officer of our Company, namely, Vani
Compliance Officer Aggarwal.

Director(s) / our Directors The Director(s) on the Board of our Company, unless otherwise specified.

Equity Shareholders /
Persons holding equity shares of our Company.
Shareholders

Equity Shares Equity Shares of our Company having face value of Rs. 10/- each.

Executive Director(s) of our Company. For details, refer chapter titled “Our
Executive Director(s)
Management” on page 173 of this Draft Prospectus.

Group Companies in terms of SEBI ICDR Regulations ‘shall include such

companies (other than promoter(s) and subsidiary/subsidiaries) with which there
were related party transactions as disclosed in the Restated Consolidated
Group Company or Group
Financial Statements as covered under the applicable accounting standards, and
Companies
also other companies as considered material by the Board of the Issuer as per the
Materiality Policy’. Refer chapter titled “Our Group Companies” beginning on
page 171 of this Draft Prospectus.

The Non-Executive and Independent Director(s) of our Company, in terms of

Section 2(47) and Section 149(6) of the Companies Act, 2013 and as defined
Independent Directors
under the Listing Regulations, as identified in the chapter titled “Our
Management” beginning on page 173.

International Securities Identification Number. In this case being,

ISIN
INE12P601017.

Key management personnel of our Company in terms of Section 2(51) of the

Key Managerial Personnel Companies Act, 2013 and Regulation 2(1)(bb) of the SEBI ICDR Regulations as
or KMP described in the chapter titled “Our Management” on page 173 of this Draft
Prospectus.

Managing Director The Managing Director of our Company, namely, Rajiv Shukla.

2
 Term Description

Policy adopted by our Company, in its Board meeting held on January 07, 2025,
Materiality Policy for identification of group companies, material creditors and material litigations,
for the purpose of disclosure requirements under SEBI ICDR Regulations.

Memorandum of
The Memorandum of Association of our Company, as amended from time to
Association or
time.
Memorandum or MOA

The committee of the Board of Directors constituted on October 14, 2024 as

Nomination and
Company’s Nomination and Remuneration Committee in accordance with
Remuneration Committee
Section 178 of the Companies Act, 2013.

Non-Executive Directors of our Company. For details refer chapter titled “Our
Non-Executive Director
Management” on page 173 of this Draft Prospectus

Includes such persons and entities constituting our promoter group in terms of
Regulation 2(1)(pp) of the SEBI (ICDR) Regulations and a list of which is
Promoter Group
provided in the chapter titled “Our Promoters and Promoter Group” beginning
on page 191 of this Draft Prospectus.

Promoters of our Company, namely, Rajiv Shukla, Rekha Shukla and Rahul
Promoters Shukla. For further details refer chapter titled “Our Promoters and Promoter
Group” beginning on page 191.

The Registered Office of our Company is located at B-67, 3rd Floor, Sector 67,
Registered Office
Gautam Buddha Nagar, Noida, Uttar Pradesh, India, 201301.

Registrar of Companies or Registrar of Companies, Kanpur situated at 37/17, Westcott Building, The Mall,
RoC Kanpur-208001, Uttar Pradesh.

Restated Consolidated Financial Statements of our Company comprising of

Restated Consolidated Statement of Assets and Liabilities, Restated
Consolidated Profit & Loss Account and Restated Consolidated Cash Flows for
the period ended September 30, 2024 and financial years ended March 31, 2024,
Restated Consolidated March 31, 2023 and March 31, 2022 of our Company prepared in accordance
Financial Statements with Indian GAAP and the Companies Act and restated in accordance with the
SEBI (ICDR) Regulations, 2018 and the Revised Guidance Note on Reports in
Company Prospectuses (Revised 2019) issued by the ICAI, together with the
schedules, notes and annexure thereto. For details, please refer to chapter titled
“Financial Information” page 197 of this Draft Prospectus.

Shall mean the Selling Shareholder of our Company i.e. Rekha Shukla. For
Selling Shareholder further details, please refer to chapter titled “Our Promoters and Promoter
Group” beginning on page 191 of this Draft Prospectus.

Subscriber to MOA Initial Subscribers to MOA being Rajiv Shukla and Rekha Shukla.

The committee of the Board of Directors constituted on October 14, 2024 as our
Stakeholders’ Relationship
Company’s Stakeholders’ Relationship Committee in accordance with Section
Committee
178 of the Companies Act, 2013.

3
Offer Related Terms

Term Description

Abridged prospectus means a memorandum containing such salient features of the

Abridged Prospectus
Prospectus as may be specified by SEBI in this regard.

The slip or document issued by the Designated Intermediary to an Applicant as

Acknowledgement Slip
proof of acceptance of the Application Form.

Unless the context otherwise requires, allotment of Equity Shares offered pursuant
Allotment / Allot /
to the Fresh Issue and transfer of the Offered Shares by the Selling Shareholder to
Allotted
the successful applicants.

Allocation / Allocation of The Allocation of Equity Shares of our Company pursuant to Fresh Issue of Equity
Equity Shares Shares to successful applicants.

Note or advice or intimation of Allotment sent to the successful Applicants who

Allotment Advice have been or are to 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

The successful Applicant(s) to whom the Equity Shares are being / have been
Allottee(s)
allotted.

Any prospective investor who makes an application pursuant to the terms of the
Applicant / Investor
Prospectus.

An application, whether physical or electronic, used by ASBA Applicant to make

an application authorizing an SCSB to block the Application Amount in the
Application Supported by
specified Bank Account maintained with such SCSB and will include applications
Blocked Amount / ASBA
made by RIIs using the UPI Mechanism, where the Application Amount shall be
blocked upon acceptance of UPI Mandate Request by RIIs using UPI Mechanism.

A bank account maintained by ASBA Applicants with an SCSB and specified in the
ASBA Form submitted by such ASBA Applicants in which funds will be blocked
by such SCSB to the extent of the specified in the ASBA Form submitted by such
ASBA Account
ASBA Applicants and includes a bank account maintained by a RII linked to a UPI
ID, which will be blocked by SCSB in relation to an Application by a UPI Applicant
through the UPI Mechanism.

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

An application form, whether physical or electronic, used by ASBA Applicants

ASBA Application /
which will be considered as the application for Allotment in terms of the
Application
Prospectus.

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

4
 Term Description

Escrow Collection Bank, Public Offer Bank, Sponsor Bank and Refund Bank, as
Banker to the Offer / the case may be, which are Clearing Members and registered with SEBI as Banker
Public Offer Bank to the Offer with whom the Public Offer Account Agreement is entered and in this
case being [●].

The basis on which Equity Shares will be Allotted to the successful Applicants
Basis of Allotment under the Offer and which is described under chapter titled “Offer Procedure”
beginning on page 296 of this Draft Prospectus.

The 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
Broker Centre
with the names and contact details of the Registered Broker are available on the
website of the Stock Exchange.

Business Day Monday to Friday (except public holidays).

CAN / Confirmation of Notice or intimation of allocation of the Equity Shares sent to Applicants, who have
Allocation Note been allocated the Equity Shares, on or after the Basis of Allotment.

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

Client ID
the demat account.

A depository participant as defined under the Depositories Act, 1996, registered

Collecting Depository with SEBI and who is eligible to procure Applications at the Designated CDP
Participant or CDP Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated
November 10, 2015, and other applicable circulars issued by SEBI, as per the lists
available on the websites of the Designated Stock Exchange.

Collecting Registrar and Registrar and Share Transfer Agents registered with SEBI and eligible to procure
Share Transfer Agents / Applications at the Designated RTA Locations in terms of SEBI circular no.
CRTAs CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI, as
per the lists available on the websites of the Designated Stock Exchange.

Such branch of the SCSBs which coordinate Applications under this Offer by the
ASBA Applicants with the Registrar to the Offer and the Stock Exchanges and a
Controlling Branch
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.

Details of the Applicants such as Address, Name of the Applicant’s father/husband,

Demographic Details investor status, occupation and bank account details and UPI ID, wherever
applicable.

Such branches of the SCSBs which shall collect the ASBA Forms from the ASBA
Applicants and a list of which is available at
Designated Branches
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at
such other website as may be prescribed by SEBI from time to time.

5
 Term Description

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

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

In relation to ASBA Forms submitted by RIIs by authorizing an SCSB to block the

Application Amount in the ASBA Account, Designated Intermediaries shall mean
SCSBs.
Designated In relation to ASBA Forms submitted by RIIs where the Application Amount will
Intermediary(ies) / be blocked upon acceptance of UPI Mandate Request by such NIIs using the UPI
Collecting Agent Mechanism, Designated Intermediaries shall mean Syndicate, Sub-Syndicate /
agents, Registered Brokers, CDPs and CRTAs. In relation to ASBA Forms
submitted by QIBs and NIIs, Designated Intermediaries shall mean Syndicate, Sub-
Syndicate / agents, SCSBs, Registered Brokers, the CDPs and CRTAs.

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

Such branches of the SCSBs which shall collect the ASBA Forms, a list of which
Designated SCSB is available on the website of SEBI at
Branches www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such
other website as may be prescribed by SEBI from time to time.

Designated Stock
The SME Platform of BSE Limited (“BSE”)
Exchange

This Draft Prospectus dated January 07, 2025 issued in accordance with the SEBI
ICDR Regulations which does not contain complete particulars of the Offer Price
Draft Prospectus
at which the Equity Shares will be Allotted and the size of the Offer, including any
addenda or corrigenda thereto.

Electronic Transfer of
Refunds through NACH, NEFT, Direct Credit or RTGS as applicable.
Funds

A Non-Resident Indian in a jurisdiction outside India where it is not unlawful to

Eligible NRI(s) make an offer or invitation under the Offer and in relation to whom this Draft
Prospectus will constitute an invitation to subscribe for the Equity Shares.

6
 Term Description

The Applicant whose name appears first in the Application Form or the Revision
First or Sole Applicant Form and in case of join Applications, whose name shall also appear as the first
holder of the beneficiary account held in joint names.
Foreign Institutional Investor (as defined under SEBI (Foreign Institutional
Foreign Institutional
Investors) Regulations, 1995, as amended) registered with SEBI under applicable
Investor / FIIs
laws in India.
Foreign Portfolio Investor Foreign Portfolio Investor as defined under the Securities and Exchange Board of
/ FPIs India (Foreign Portfolio Investors) Regulations, 2019.

Fresh Issue of up to 44,99,200 Equity Shares of face value Rs. 10 each for cash at
Fresh Issue the Offer Price of Rs. [●] per Equity Shares aggregating Rs. [●] lakhs by our
Company.

The proceeds of the Fresh Issue as stipulated by the Company. For further details
Fresh Issue Proceed about the use of the Fresh Issue Proceeds, please see the chapter titled “Objects of
the Offer” beginning on page 98 of Draft Prospectus.

Fugitive Economic An individual who is declared a fugitive economic offender under Section 12 of the
Offender Fugitive Economic Offenders Act, 2018.

Include such identified purposes for which no specific amount is allocated or any
General Corporate
amount so specified towards general corporate purpose or any such purpose by
Purposes
whatever name called, in the offer document.

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
General Information (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, circular no.
Document (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 Lead Manager.
Offer Closing Date The date on which the Offer closes for subscription. In this case being [●]

Offer Opening Date The date on which the Offer opens for subscription. In this case being [●]

The final price at which Equity Shares will be Allotted to successful Applicants.
The Offer Price will be decided by our Company, in consultation with the Lead
Offer Price
Manager, in accordance with the Fixed Price Procedure Process and in terms of the
Prospectus.

7
 Term Description

The proceeds of the Offer that will be available to our Company and the Selling
Offer Proceeds Shareholder. For further details about the use of the Offer Proceeds, see “Objects
of the Offer” on page 98 of the Draft Prospectus.

Offer / Issue / Public Offer The Initial Public Offer of upto 50,00,000 Equity Shares of face value of Rs. 10/-
/ Issue Size / Offer Size / each fully paid of Globtier Infotech Limited for cash at the Offer Price of Rs. [●]/-
Initial Public Issue / Initial per Equity Share (including a premium of Rs. [●]/- per Equity Share) aggregating
Public Offer / Initial Rs. [●] lakhs comprising of a Fresh Issue of 44,99,200 Equity Shares and the Offer
Public Offering / IPO for Sale of 5,00,800 Equity Shares by the Selling Shareholder.

Lead Manager to the Offer in this case being Shannon Advisors Private Limited,
Lead Manager / LM
SEBI Registered Category I Merchant Banker.

The Equity Listing Agreement to be signed between our Company and BSE
Listing Agreement
Limited.

Market Making Market Making Agreement dated December 26, 2024 between our Company, LM
Agreement and Market Maker.

Market Maker appointed by our Company from time to time, in this case being
Nikunj Stock Brokers Limited, who has agreed to receive or deliver the specified
Market Maker securities in the market making process for a period of three years from the date of
listing of our Equity Shares or for any other period as may be notified by SEBI from
time to time.

The Reserved Portion of 2,51,200 Equity Shares of face value of Rs. 10/- each fully
Market Maker
paid for cash at the Offer Price of Rs. [●]/- per Equity Share aggregating Rs. [●]
Reservation Portion
lakhs for the Market Maker in this Offer.

The mobile applications listed on the website of SEBI at

https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&in
Mobile Apps(s)
tmId=40 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.

A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations,
Mutual Fund(s)
1996, as amended from time to time.

The Offer Proceeds received from the Fresh Issue excluding Offer related expenses.
For further information on the use of Offer Proceeds and Offer expenses, please
Net Proceeds
refer to the chapter titled “Objects of the Offer” beginning on page 98 of this Draft
Prospectus.

All Applicants including FPIs that are not Qualified Institutional Buyers or Retail
Non-Institutional
Individual Applicants and who have Applied for Equity Shares for a cumulative
Applicant / NIIs
amount more than Rs. 2,00,000 (but not including NRIs other than Eligible NRIs).

Non-Resident Indian or A person resident outside India, as defined under FEMA and includes Eligible
NRI NRIs, FIIs registered with SEBI and FVCIs registered with SEBI.

8
 Term Description

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
OCB/Overseas Corporate
was in existence on the date of the commencement of these Regulations and
Body
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 Offer.

The Agreement dated December 26, 2024 between our Company, the Selling
Offer Agreement Shareholder and the Lead Manager, pursuant to which certain arrangements are
agreed to in relation to the Offer.

Offer for Sale / OFS / The offer for sale of up to 5,00,800 Equity Shares for cash at the Offer Price of Rs.
Offered Shares [●] per Equity Share (including premium of Rs. [●] per Equity Share) aggregating
up to Rs. [●] lakhs by the Selling Shareholder at the Offer Price in terms of the
Draft Prospectus.

Payment through
electronic transfer of Payment through NECS, NEFT or Direct Credit, as applicable.
funds

Any individual, sole proprietorship, unincorporated association, unincorporated

organization, body corporate, corporation, company, partnership, limited liability
Person / Persons 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.

The Prospectus to be filed with RoC containing, inter alia, the Offer opening and
Prospectus
closing dates and other information.

Account opened with the Banker to the Offer / Public Offer Bank i.e. [●] by our
Public Offer Account Company to receive monies from the SCSBs from the bank accounts of the ASBA
Applicants, in each case on the Designated Date.

Public Offer Account Agreement entered into by our Company, the Registrar to the Offer, the Lead
Agreement Manager, and the Banker to the Offer for collection of the Application Amounts.

QIBs, as defined under the SEBI ICDR Regulations, including public financial
institutions as specified in Section 2(72) of the Companies Act, 2013 scheduled
commercial banks, mutual fund registered with SEBI, FII and sub-account (other
than a sub-account which is a foreign corporate or foreign individual) registered
with SEBI, multilateral and bilateral development financial institution, venture
Qualified Institutional
capital fund registered with SEBI, foreign venture capital investor registered with
Buyers or QIBs
SEBI, state industrial development corporation, insurance company registered with
Insurance Regulatory and Development Authority, provident fund with minimum
corpus of Rs. 2,500 lakhs, pension fund with minimum corpus of Rs. 2,500 lakhs,
NIF, insurance funds set up and managed by army, navy or air force of the Union
of India and insurance funds set up and managed by the Department of Posts, India.

9
 Term Description

Account(s) to which Application monies to be refunded to the Applicants shall be

Refund Account(s) transferred from the Public Offer Account in case listing of Equity Shares does not
occur.

Bank(s) which is / are clearing member(s) and registered with the SEBI as Bankers
Refund Bank(s) / Refund
to the Offer at which the Refund Accounts will be opened Account in case listing
Banker(s)
of Equity Shares does not occur, in this case being [●].

Stock brokers registered with the stock exchanges having nationwide terminals,
Registered Brokers other than the LM and the Syndicate Members and eligible to procure Bids in terms
of circular number CIR/CFD/14/2012 dated October 14, 2012, issued by SEBI.

The agreement dated December 26, 2024 entered into among our Company, Selling
Registrar Agreement Shareholder and the Registrar to the Offer in relation to the responsibilities and
obligations of the Registrar to the Offer pertaining to the Offer.

Registrar to the Offer, in this case being Skyline Financial Services Private Limited
Registrar / Registrar to the
having registered office at D-153A, First Floor, Okhla Industrial Area, Phase-I,
Offer
New Delhi, India, 110020.

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

Individual Applicants, or minors applying through their natural guardians

Retail Individual Investor
(including (HUFs applying through their Karta and Eligible NRIs) and ASBA
/ RII
Applicants, who apply for an amount less than or equal to Rs. 2,00,000.

The portion of the Offer being not less than 50% of the Net Offer, consisting of
Retail Portion
23,74,400 Equity Shares, available for allocation to RIIs.

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 Applicants are not allowed to withdraw or
Revision Form
lower their Applications (in terms of quantity of Equity Shares or the Application
Amount) at any stage. Retail Individual Applicants can revise their Application
during the Offer Period or withdraw their Applications until Offer Closing Date.

The banks registered with SEBI, offering services, in relation to ASBA where the
Application Amount will be blocked by authorizing an SCSB, a list of which is
available on the website of SEBI at
SCSB / Self Certified www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3
Syndicate Banker. 4 or such other website as updated from time to time, and ii. in relation to RIIs using
the UPI Mechanism, a list of which is available on the website of SEBI
https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=
40 or such other website as updated from time to time

10
 Term Description

Means the Act, the Securities Contracts (Regulation) Act, 1956, the Depositories
Act, 1996 and the rules and regulations made thereunder and the general or special
Securities laws orders, guidelines or circulars made or issued by the Board thereunder and the
provisions of the Companies Act, 2013 or any previous company law and any
subordinate legislation framed thereunder, which are administered by the Board.

Share Escrow Agent appointed pursuant to the Share Escrow Agreement, being
Share Escrow Agent
Nikunj Stock Brokers Limited.

Agreement dated [●]* entered between our Company, the Selling Shareholder, the
Share Escrow Agent and the Lead Manager in connection with the transfer of
Equity Shares under Offer for Sale by Selling Shareholding the credit of such
Share Escrow Agreement Equity Shares to the demat account of the Allottees in accordance with the Basis of
Allotment.
*Will be executed prior to Prospectus

SME Exchange The SME Platform of BSE Limited

The slip or document issued by a member of the Syndicate or an SCSB (only on

Transaction Registration
demand), as the case may be, to the applicants, as proof of registration of the
Slip / TRS
Application.

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

The Underwriters to the Offer, being Shannon Advisors Private Limited and Nikunj
Underwriters
Stock Brokers Limited.

The agreement dated December 26, 2024 entered into between our Company, the
Underwriting Agreement
Selling Shareholders and the Underwriters.

UPI / Unified Payments Unified payments interface which is an instant payment mechanism, developed by
Interface the National Payment Corporation of India.

Collectively, individual investors applying as (i) Retail Individual Investors in the

Retail Portion and (ii) Non-Institutional Applicants with an application size of up
to Rs. 500,000 in the Non-Institutional Portion, and Application under the UPI
Mechanism through ASBA Form(s) submitted with Registered Brokers, Collecting
Depository Participants and Registrar and Share Transfer Agent.
Pursuant to Circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022
issued by SEBI, all individual investors applying in public offer where the
UPI Applicants application amount is up to Rs. 500,000 shall use UPI and shall provide their UPI
ID in the Application Form submitted with: (i) a syndicate member, (ii) a stock
broker registered with a recognized stock exchange (whose name is mentioned on
the website of the stock exchange as eligible for such activity), (iii) a depository
participant (whose name is mentioned on the website of the stock exchange as
eligible for such activity), and (iv) a registrar to an offer and share transfer agent (
whose name is mentioned on the website of the stock exchange as eligible for such
activity)

11
 Term Description

SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1,

2018, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3,
2019, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28,
2019, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26,
2019, SEBI circular number SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated
November 8, 2019, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2020/50
dated March 30, 2020, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular
number SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular
UPI Circulars number SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent
these circulars are not rescinded by the SEBI RTA Master Circular), SEBI RTA
Master Circular (to the extent it pertains to UPI), SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular number
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, along with the
circular issued by the National Stock Exchange of India Limited having reference
no. 25/2022 dated August 3, 2022 and the circular issued by BSE Limited having
reference no. 20220803-40 dated August 3, 2022 and any subsequent circulars or
notifications issued by SEBI and Stock Exchanges in this regard.

ID created on UPI for single window mobile payment system developed by the
UPI ID
National Payment Corporation of India.

A request (intimating the RII by way of a notification on the UPI linked mobile
application as disclosed by SCSBs on the website of SEBI and by way of an SMS
on directing the Retail Individual Investor to such UPI linked mobile application)
UPI Mandate Request
to the Retail Individual Investor initiated by the Sponsor Bank to authorize blocking
of funds on the UPI application equivalent to Bid Amount and subsequent debit of
funds in case of Allotment.

The Application mechanism that may be used by an RII to make an Application in

UPI Mechanism the Offer in accordance with the UPI Circulars to make an ASBA Applicant in the
Offer.

Wilful Defaulter(s) or Wilful Defaulter or a Fraudulent Borrower as defined under Regulation 2(1)(lll) of
Fraudulent Borrower(s) the SEBI ICDR Regulations 2018.

In accordance with Regulation 2(1)(mmm) of SEBI ICDR Regulations, working

days means, all days on which commercial banks in the city as specified in the Draft
Prospectus are open for business.
Working Day Unless the context otherwise requires:
Working Days shall be all trading days of stock exchange excluding Sundays and
bank holidays in accordance with the SEBI circular no.
SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016.

12
Technical and Industry Terms

Term Description

AI Artificial Intelligence

BCP Business Continuity Plan

BOTGO BOTGO Technologies Private Limited

CISO Chief Information Security Officer

DC Data Center

DevOps Development and Operations

DR Disaster Recovery

FMS Facilities Management Services

IaaS Infrastructure as a Service

Infosec Information Security

IT Information Technology

ITSM Information Technology Service Desk

Payments received by the Company upon reaching predefined project

Milestone Payment(s)
milestones or achieving specific stages of completion.

PaaS Platform as a Service

A project shall mean any service at any stage given to a customer in past,
Project
present and future.

RICEFW Reports, Interface, Conversion, Enhancements, Forms, and Workflow

RPA Robotic Process Automation

Conventional and General Terms/ Abbreviations

Term Description

A/c Account

Act / Companies Act The Companies Act, 2013 and amendments thereto.

AGM Annual General Meeting

Articles of Association of the Company as originally framed or as altered from

Articles
time to time in pursuance of any previous companies’ law or of this Act.

13
 Term Description

Accounting Standards as issued by the Institute of Chartered Accountants of

AS
India.

A.Y. Assessment Year

ASBA Applications Supported by Blocked Amount

B.A Bachelor of Arts

B.Com Bachelor’s Degree in Commerce

BIFR Board for Industrial and Financial Reconstruction

BSE SME SME Platform of BSE Limited (“BSE SME”)

CAGR Compounded Annual Growth Rate

Category I Foreign Portfolio FPIs who are registered as “Category I Foreign Portfolio Investor” under the
Investor(s) SEBI FPI Regulations.

Category II Foreign Portfolio FPIs who are registered as “Category II Foreign Portfolio Investor” under the
Investor(s) SEBI FPI Regulations.

Category III Foreign FPIs who are registered as “Category III Foreign Portfolio Investor” under the
Portfolio Investor(s) SEBI FPI Regulations.

CDSL Central Depository Services (India) Limited

CIN Corporate Identification Number

Companies Act The Companies Act, 2013 and amendments thereto.

CSO Central Statistical Organization

CGST Central GST

Cm Centimeter

NSDL and CDSL; Depositories registered with the SEBI under the Securities
Depositories / DP and Exchange Board of India (Depositories and Participants) Regulations,
2018, as amended from time to time.

Depositories Act The Depositories Act, 1996, as amended from time to time.

DIN Director Identification Number

DIPP Department of Industrial Policy & Promotion

DP Depository Participant

DP ID Depository Participant’s Identity Number

14
 Term Description

DB Designated Branch

Earnings before Interest, Depreciation, Tax, Amortization and Extraordinary

EBIDTA
items.

ECS Electronic Clearing Services

EGM Extraordinary General Meeting

ESOP Employee Stock Option Plan

EPF The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952

EPS Earnings per Share

ESIC Employee State Insurance Corporation

ESI Act The Employees’ State Insurance Act, 1948

FDI Foreign Direct Investment

FCNR Account Foreign Currency Non Resident Account

Foreign Exchange Management Act, 1999 as amended from time to time and
FEMA
the regulations framed there under.

FEMA (Transfer or Issue of Security by Person Resident Outside India)

FEMA Regulations
Regulations, 2000 and amendments thereto.

FII(s) Foreign Institutional Investors

FIs Financial Institutions

Fiscal Year or FY or Financial

It is a 12-month period that runs from April 1 to March 31 of a particular year.
Year

The Foreign Investment Promotion Board, Ministry of Finance, Government

FIPB
of India.

“Foreign Portfolio Investor” means a person who satisfies the eligibility

criteria prescribed under regulation 4 and has been registered under Chapter II
FPI/ Foreign Portfolio
of Securities and Exchange Board of India (Foreign Portfolio Investors)
Investors
Regulations, 2019, which shall be deemed to be an intermediary in terms of
the provisions of the SEBI Act, 1992.

FV Face Value

F.Y / FY Financial Year

15
 Term Description

Foreign Exchange Management Act 1999, as amended from time to time and
FEMA
the regulations framed there under.

The Foreign Exchange Management (Transfer or Issue of Security by a Person

FEMA 2000
Resident Outside India) Regulations, 2000

An individual who is declared a fugitive economic offender under Section 12

Fugitive Economic Offender
of the Fugitive Economic Offenders Act, 2018

GAAP Generally Accepted Accounting Principles

GDP Gross Domestic Product

GID General Information Document

GOI / Government Government of India

Gratuity Act The Payment of Gratuity Act, 1972

GST Goods and Services Tax

GST Act The Central Goods and Services Tax Act, 2017

HNI High Networth Individual

HUF Hindu Undivided Family

ICDR Regulations/ SEBI Securities and Exchange Board of India (Issue of Capital and Disclosure
Regulations/ SEBI (ICDR) Requirements) Regulations, 2018 issued by SEBI on September 11, 2018 and
Regulations as amended from time to time

Indian GAAP Generally accepted accounting principles in India.

IBC Insolvency and Bankruptcy Code.

ICAI Institute of Chartered Accountants of India

ICSI Institute of Company Secretaries of India

IFRS International Financial Reporting Standards

IFSC Indian Financial System Code

Ind AS Indian Accounting Standards

INR / Rs. Indian National Rupee

Internal Accruals includes funds infused by the Shareholders in the form of

Internal Accruals share capital and profits generated by the company through business
operations

16
 Term Description

IPC Indian Penal Code

IPO Initial Public Offering

IPR Intellectual Property Right

ISIN International Securities Identification Number

IT Information Technology

The Income-Tax Act, 1961 as amended from time to time except as stated
IT Act
otherwise.

IT Rules The Income-Tax Rules, 1962, as amended from time to time

INR Indian National Rupee

JV Joint venture

Kg Kilogram

The officers declared as a Key Managerial Personnel and as mentioned in the

KMP chapter titled “Our Management” beginning on page 173 of this Draft
Prospectus.

LRO Land Reforms Officer

Ltd. Limited

MBA Master in Business Administration

MCA The Ministry of Corporate Affairs, Government of India

M.Com Master of Commerce

MD Managing Director

MoU Memorandum of Understanding

MSME Micro, Small and Medium Enterprise

Mm Millimeter

Mn Million

MNC Multinational Corporation

N/A or NA Not Applicable

NAV Net Asset Value

17
 Term Description

NECS National Electronic Clearing Services

NEFT National Electronic Fund Transfer

The aggregate of the paid-up share capital, share premium account, and
reserves and surplus (excluding revaluation reserve) as reduced by the
Net Worth
aggregate of miscellaneous expenditure (to the extent not adjusted or written
off) and the debit balance of the profit and loss account.

NOC No Objection Certificate

NPV Net Present Value

NR Non-Resident

NRE Account Non-Resident External Account

Non-Resident Indian, is a person resident outside India, who is a citizen of

India or a person of Indian origin and shall have the same meaning as ascribed
NRI
to such term in the Foreign Exchange Management (Deposit) Regulations,
2000, as amended from time to time.

NRO Account Non-Resident Ordinary Account

NSDL National Securities Depository Limited.

OS Operating System

p.a. Per Annum

PAN Permanent Account Number

PAT Profit After Tax

Pvt. Private

PBT Profit Before Tax

P/E Ratio Price Earnings Ratio

POA Power of Attorney

PIO Persons of Indian Origin

RBI Reserve Bank of India

RBI Act The Reserve Bank of India Act, 1934, as amended from time to time

RoNW Return on Net Worth.

Rs. / INR Indian Rupees

18
 Term Description

RTGS Real Time Gross Settlement

SCORES SEBI Complaint Redressal System

SCRA Securities Contracts (Regulation) Act, 1956 as amended from time to time

SCRR Securities Contracts (Regulation) Rules, 1957 as amended from time to time

SCSB Self-Certified Syndicate Bank

SEBI Securities and Exchange Board of India.

Securities and Exchange Board of India Act, 1992, as amended from time to
SEBI Act
time.

SEBI Foreign Portfolio Securities and Exchange Board of India (Foreign Portfolio Investor)
Investor Regulations Regulations, 2019

Securities and Exchange Board of India (Depositories and Participants)

SEBI Depository Regulations
Regulations, 2018.

Securities and Exchange Board of India (Issue of Capital and Disclosure

SEBI ICDR Regulations Requirements) Regulations, 2018 issued by SEBI on September 11, 2018 and
as amended from time to time

Securities and Exchange Board of India (Listing Obligations and Disclosure

SEBI Listing Regulations
Requirements) Regulations, 2015 as amended from time to time.

SEBI Insider Trading The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from
Regulations time to time, including instructions and clarifications issued by SEBI from time
to time.

SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
/Takeover Regulations / Takeovers) Regulations, 2011, as amended from time to time, including
Takeover Code instructions and clarifications issued by SEBI from time to time.

SEBI Venture Capital Securities Exchange Board of India (Venture Capital) Regulations, 1996 as
Regulations amended from time to time.

Sec. Section

The Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996
and the rules and regulations made there under and the general or special
orders, guidelines or circulars made or issued by the Board there under and the
Securities Law
provisions of the Companies Act, 2013 or any previous company law and any
subordinate legislation framed there under, which are administered by the
Board.

SGST State GST

19
 Term Description

SME Small Medium Enterprise

Stock Exchange (s) SME Platform of BSE Limited

Sq. Square

Sq. mtr Square Meter

SWOT Strengths, weaknesses, opportunities and threats

TAN Tax Deduction Account Number

TRS Transaction Registration Slip

TIN Taxpayers Identification Number

TNW Total Net Worth

u/s Under Section

UIN Unique Identification Number

US/ U.S. / USA United States of America

USD or US$ United States Dollar

U.S. GAAP Generally accepted accounting principles in the United States of America

Unified Payments Interface (UPI) is an instant payment system developed by

the NPCI. It enables merging several banking features, seamless fund routing
UPI & merchant payments into one hood. UPI allows instant transfer of money
between any two persons’ bank accounts using a payment address which
uniquely identifies a person's bank account

ID created on the UPI for single-window mobile payment system developed

UPI ID
by the NPCI.

UPI PIN Password to authenticate UPI transaction

UOI Union of India

Venture capital funds as defined and registered with SEBI under the Securities
Venture Capital Fund(s)/
and Exchange Board of India (Venture Capital Fund) Regulations, 1996, as
VCF(s)
amended from time to time.

WDV Written Down Value

w.e.f. With effect from

YoY Year over Year

20
Notwithstanding the following: -

(i) In the section titled ‘Main Provisions of the Articles of Association’ beginning on page 325 of this Draft
Prospectus, defined terms shall have the meaning given to such terms in that section;

(ii) In the section titled ‘Restated Consolidated Financial Statements’ beginning on page 197 of this Draft
Prospectus, defined terms shall have the meaning given to such terms in that section;

(iii) In the chapter titled “Statement of Possible Tax Benefits” beginning on page 123 of this Draft Prospectus,
defined terms shall have the meaning given to such terms in that section;

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21
 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION

CERTAIN CONVENTIONS

All references to “India” contained in this Draft Prospectus are to the Republic of India. All references in this
Draft Prospectus to the “U.S.”, “USA” or “United States” are to the United States of America. All references in
this Draft Prospectus to “China” are to the People’s Republic of China. All references in this Draft Prospectus to
“Canada” are to the Peoples’s Republic of Canada”

Unless stated otherwise, all references to page numbers in this Draft Prospectus are to the page numbers of this
Draft Prospectus.

In this Draft Prospectus, the terms “The Company”, “Our Company”, “Issuer”, “Globtier” and “Globtier Infotech”
unless the context otherwise indicates or implies, refers to “Globtier Infotech Limited”.

In this Draft Prospectus, unless the context otherwise requires, all references to one gender also refers to another
gender and the word “Lac / Lakh” means “one hundred thousand”, the word “million (mn)” means “Ten Lacs /
Lakhs”, the word “Crore” means “ten million” and the word “billion (bn)” means “one hundred crores”. In this
Draft Prospectus, any discrepancies in any table between total and the sum of the amounts listed are due to
rounding-off.

FINANCIAL DATA

Unless stated otherwise, the financial information in this Draft Prospectus are extracted from the Restated
Consolidated Financial Statements of our Company as of and for the period ended September 30, 2024 and
Financial Years ended March 31, 2024, March 31, 2023 and March 31, 2022 prepared in accordance with Indian
GAAP and the Companies Act, and restated in accordance with the SEBI (ICDR) Regulations, as stated in the
report of our Peer Reviewed Auditor, set out in the section titled “Financial Information” beginning on page 197
of this Draft Prospectus. Our restated consolidated financial statements are derived from our audited financial
statements prepared in accordance with Indian GAAP and the Companies Act and have been restated in
accordance with the SEBI (ICDR) Regulations.

Our FY commences on 1st April of each year and ends on 31st March of the next year. All references to a particular
FY are to the 12 months period ended 31st March of that year. In this Draft Prospectus, any discrepancies in any
table between the total and the sums of the amounts listed are due to rounding-off. All decimals have been rounded
off to two decimal points.

There are significant differences between Indian GAAP, Ind AS, IFRS and U.S. GAAP. Our Company has not
attempted to explain those differences or quantify their impact on the financial data included herein, and the
investors should consult their own advisors regarding such differences and their impact on the financial data.
Accordingly, the degree to which the Restated Consolidated Financial Statements included in the Draft 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 the Draft Prospectus should accordingly be limited.

Unless otherwise indicated, any percentage amounts, as set forth in this Draft Prospectus, including in the Sections
titled “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” beginning on page 34, 137, and 237 respectively, have been calculated on the basis of the
Restated Consolidated Financial Statements of our Company included in this Draft Prospectus.

22
CURRENCY AND UNITS OF PRESENTATION

In this Draft Prospectus, references to “Rupees” or “Rs.” or “INR” or “Rs” or “₹” are to Indian Rupees, the official
currency of the Republic of India. Except where specified, throughout the Draft Prospectus all figures have been
expressed in Lakhs.

All references to “$”, “US$”, “USD”, “U.S. $” or “U.S. Dollars” are to United States Dollars, the official currency
of the United States of America.

INDUSTRY AND MARKET DATA

Unless stated otherwise, industry and market data used in this Draft Prospectus has been obtained or derived from
publicly available information as well as industry publications and sources. Industry publications generally state
that the information contained in such publications has been obtained from publicly available documents from
various sources believed to be reliable but their accuracy and completeness are not guaranteed and their reliability
cannot be assured. The third-party data in relation to the industry and market data, has not been independently
verified by our Directors, our Promoter or the Lead Managers or any of their respective affiliates or advisors and
none of these parties, jointly or severally, make any representation as to the accuracy of this information. The data
used in these sources may have been reclassified by us for the purposes of presentation. Data from these sources
may also not be comparable. Such data involves risks, uncertainties and numerous assumptions and is subject to
change based on various factors, including those discussed in the Section titled “Risk Factors” beginning on page
34 of this Draft Prospectus. Accordingly, investment decisions should not be based on such information. The
extent to which the market and industry data used in this Draft Prospectus is meaningful depends on the reader ’s
familiarity with and understanding of the methodologies used in compiling such data. There are no standard data
gathering methodologies in the industry in which the business of our Company is conducted, and methodologies
and assumptions may vary widely among different industry sources.

EXCHANGE RATES

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

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23
 FORWARD - LOOKING STATEMENTS

The Company has included statements in this Draft Prospectus which contain words or phrases such a “may”,
“will”, “aim”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “seek to”, “future”,
“objective”, “goal”, “project”, “should”, “potential” and similar expressions or variations of such expressions,
that are or may be deemed to be forward - looking statements.

All statements regarding the expected financial condition and results of operations, business, plans and prospects
are forward - looking statements. These forward - looking statements include statements as to the business
strategy, the revenue, profitability, planned initiatives. These forward - looking statements and any other
projections contained in this Draft Prospectus (whether made by us or any third party) are predictions and involve
known and unknown risks, uncertainties and other factors that may cause the actual results, performance or
achievements to be materially different from any future results, performance or achievements expressed or implied
by such forward-looking statements or other projections. Important factors that could cause actual results,
performance or achievements to differ materially include, but are not limited to, those discussed under the Section
titled “Risk Factors”; “Our Industry”; “Our Business”; and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations”; beginning on page 34, 126, 137 and 237, respectively, of this
Draft Prospectus.

The forward-looking statements contained in this Draft Prospectus are based on the beliefs of our management,
as well as the assumptions made by and information currently available to our management. Although the
expectations reflected in such forward-looking statements are reasonable at this time, we cannot assure investors
that such expectations will prove to be correct. Given these uncertainties, investors are cautioned not to place
undue reliance on such forward-looking statements. If any of these risks and uncertainties materializes, or if any
of the underlying assumptions prove to be incorrect, the actual results of operations or financial condition could
differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent written
and oral forward-looking statements attributable to us are expressly qualified in their entirety by reference to these
cautionary statements.

Certain important factors that could cause actual results to differ materially from our Company’s expectation
include, but are not limited to, the following:

• General economic and business conditions in the markets in which we operate and in the local, regional,
national and international economies;
• Competition from existing and new entities may adversely affect our revenues and profitability;
• Political instability or changes in the Government could adversely affect economic conditions in India and
consequently our business may get affected to some extent;
• Our business and financial performance is particularly based on market demand and supply of our
products/services;
• Our failure to keep pace with rapid changes in technology and to successfully upgrade our services portfolio,
from time to time;
• Regulatory changes relating to the finance and capital market sectors in India and our ability to respond to
them;
• Our ability to successfully implement our strategy, our growth and expansion, our exposure to market risks
that have an impact on our business activities or investments;
• Our ability to attract and retain experienced personnel;
• Any adverse outcome in the legal proceedings in which we are involved;
• The monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence 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 and foreign laws, regulations and taxes and changes in competition in our
industry;
• Our inability to manage risks that arise from the abovementioned factors;

24
For further discussion on factors that could cause actual results to differ from expectations, see “Risk Factors”,
“Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on pages 34, 137 and 237, respective, of this Draft Prospectus By their nature, certain market risk
disclosures are only estimates 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.

There can be no assurance to investors that the expectations reflected in these forward-looking statements will
prove to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-
looking statements and not to regard such statements to be a guarantee of our future performance.

Forward-looking statements reflect current views as of the date of this Draft Prospectus 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 Neither our Company, our Directors,
the LM 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 the SEBI ICDR Regulations, our Company
and the LM will ensure that the investors in India are informed of material developments from the date of this
Draft Prospectus until the time of the grant of listing and trading permission by the Stock Exchange.

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25
 SECTION II – SUMMARY OF THE OFFER DOCUMENT

The following is a general summary of the terms of the offer. This summary should be read in conjunction with,
and is qualified in its entirety by, the more detailed information appearing elsewhere in this Draft Prospectus,
including the sections entitled “Risk Factors”, " Our Industry”, “Outstanding Litigation and Material
Developments”, “Our Promoters and Promoter Group”, “Restated Consolidated Financial Statements” “Objects
of the Offer”, “Our Business”, “Offer Procedure” and “Main Provisions of Articles of Association” on page 34,
126, 263, 191, 197, 98, 137, 296 and 325 respectively.

SUMMARY OF BUSINESS

We are a Managed IT and SAP Support Service provider, empowering businesses with IT solutions. Our offerings
cover a wide range of IT services tailored to the needs of businesses of all sizes, from Small and Medium-Sized
Enterprises (SMEs) to larger organizations across various industries. We focus on delivering solutions that help
our clients adapt to industry changes, improve processes, and achieve their growth objectives from IT services.

For details, please refer “Our Business” on page 137.

SUMMARY OF INDUSTRY IN WHICH OUR COMPANY OPERATES

The IT & BPM sector has become one of the most significant growth catalysts for the Indian economy,
contributing significantly to the country’s GDP and public welfare. The IT industry accounted for 7.5% of India’s
GDP in FY23, and it is expected to contribute 10% to India’s GDP by 2025.

As innovative digital applications permeate sector after sector, India is now prepared for the next phase of growth
in its IT revolution. India is viewed by the rest of the world as having one of the largest Internet user bases and
the cheapest Internet rates, with 76 crore citizens now having access to the Internet.

For details, please refer “Our Industry” on page 126.

NAME OF OUR PROMOTERS

The Promoters of our Company are Rajiv Shukla, Rekha Shukla and Rahul Shukla. For detailed information
please refer to chapter titled “Our Promoters and Promoter Group” on page 191.

SIZE OF THE OFFER

Offer of Equity Shares Up to 50,00,000 Equity Shares, aggregating up to Rs. [●] Lakhs
Of which
Up to 44,99,200 equity shares of face value of Rs 10/- each at a price of Rs.
Fresh Issue (1)
[●], per equity share each aggregating to Rs [●] Lakhs.
Up to 5,00,800 equity shares of face value of Rs 10/- each at a price of Rs.
Offer for Sale (2)
[●] per equity share each aggregating to Rs. [●] Lakhs.
Out of which
Up to 2,51,200 Equity Shares of face value of Rs. 10/- each fully paid up of
Market Maker Reservation
the Company for cash at price of Rs. [●] /- per Equity Share aggregating to
Portion
Rs. [●] Lakhs.
Up to 47,48,800 Equity Shares of face value of Rs.10/- each fully paid up
Net Offer to the Public of the Company for cash at price of Rs. [●]/- per Equity Share aggregating
to Rs. [●] Lakhs.
(1)
The present Offer has been authorized pursuant to a resolution of our Board dated December 10, 2024 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 at a shorter notice on December 11, 2024.

26
(2)
The Offer for Sale has been authorized by the Selling Shareholder, as detailed below:

Name of the Selling Shareholder Date of Consent Letter No. of Equity Shares Offered
Rekha Shukla December 21, 2024 5,00,800
The above table summarizes the details of the offer. For further details of the offer, see “The Offer” and “Offer
Structure” on pages 69 and 293 respectively.
OBJECTS OF THE OFFER

The fund requirements for each of the Object of the Offer are stated as below:
(Amount in Rs. Lakhs)
S. No. Particulars Amount
1. Gross Proceeds of the Offer [●]
2. Less: Offer related expenses *
[●]
Net Proceeds of the Offer [●]
* All expenses related to the Offer, as mentioned above, will be borne by our Company and the Selling
Shareholders in proportion to their respective contributions of Equity Shares to the Offer. However, regulatory
expenses will be borne solely by our Company. The Offer expenses are estimated expenses and subject to change.

The Net Proceeds of the Offer (“Net Proceeds”) are currently expected to be deployed in accordance with the
schedule as stated below:
(Amount in Rs. Lakhs)
Estimated % of Net
S. No. Particulars
Amount Proceeds*
1. Funding the working capital requirements of our Company 1150.00 [●]
2. Investment in our Subsidiary 500.00 [●]
Repayment/prepayment, in full or part, of certain loans
3. 700.97 [●]
availed by our Company
4. General Corporate Purpose(1)(2) [●] [●]
(1)
To be finalized upon determination of the Offer Price and updated in the Prospectus.
(2)
The amount to be utilized for the general corporate purpose shall not exceed 15% of the amount raised by our
Company through this Offer.

For further details, see “Objects of the Offer” on page 98.

AGGREGATE PRE – OFFER SHAREHOLDING OF THE PROMOTERS AND PROMOTER GROUP

Our Promoters collectively hold 1,12,95,000 equity shares of our Company aggregating to 99.87% of the pre-
offer paid-up share capital of our Company.
Following are the details of shareholding of our Promoters:
No. of Equity Shares As a % of Pre - Offer
S. No. Name of the Shareholder
(Pre – Offer) Share Capital
1. Rajiv Shukla 7,80,000 6.90
2. Rekha Shukla* 1,05,15,000 92.97
3. Rahul Shukla - -
TOTAL 1,12,95,000 99.87
*Rekha Shukla is the Selling Shareholder.

For further details, see the chapter titled “Capital Structure” beginning on page 85.

27
DETAILS OF THE SELLING SHAREHOLDER

The Selling Shareholder has consented to participate in the Offer for Sale in the following manner:

Name of the Selling Date of Consent No. of Equity No. of Equity % of the pre-offer paid up
Type
Shareholder Letter Shares Held Shares Offered Equity Share capital
December 21,
Rekha Shukla Promoter 1,05,15,000 5,00,800 4.43
2024

The Selling Shareholder has confirmed that the Equity Shares proposed to be offered and sold in the Offer are
eligible in term of SEBI (ICDR) Regulations and that they have not been prohibited from dealings in securities
market and the Equity Shares offered and sold are free from any lien, encumbrance or third-party rights. The
Promoter Selling Shareholder has also severally confirmed that they are the legal and beneficial owners of the
Equity Shares being offered by them under the Offer for Sale.

SUMMARY DERIVED FROM THE RESTATED CONSOLIDATED FINANCIAL STATEMENTS

Following are details as per the Restated Consolidated Financial Statements for the period ended September 30,
2024 and Fiscal Year on as on March 31, 2024, 2023 and 2022:
(Amount in Lakhs, except EPS)
For the Period Financial Year Financial Year Financial Year
Particulars ended September ended March ended March ended March
30, 2024 31st, 2024 31st, 2023 31st, 2022
Share capital 377.00 377.00 377.00 377.00
Net Worth 1727.54 1455.89 1082.30 747.28
Revenue from Operations 4128.12 8817.59 8624.49 6890.99
Profit after tax 271.65 373.59 335.02 118.78
Earnings per share 7.21 9.91 8.89 3.15
Net Asset Value per equity share 45.82 38.62 28.71 19.82
Total borrowings (including
current maturities of long-term 1431.68 1260.15 805.72 1059.67
borrowings)
AUDITORS QUALIFICATIONS

There are no auditor qualifications which have not been given effect to in the Restated Consolidated Financial
Statements.

SUMMARY OF OUTSTANDING LITIGATIONS

A summary of outstanding litigation proceedings as on the date of this Draft Prospectus as disclosed in Section
titled “Outstanding Litigation and Material Developments” in terms of the SEBI (ICDR) Regulations and the
Materiality Policy is provided below:
(Amount in Rs. Lakhs)
Disciplinary actions by
Statutory or Material Aggregate
Criminal Tax the SEBI or Stock
Name of Entity Regulatory Civil Amount
Proceeding Proceeding Exchanges against our
Proceedings Litigation** involved*
Promoters
Company
By the NIL NIL NIL NIL NIL NIL
Company
Against the NIL 1 NIL NIL NIL 3.10#
Company

28
 Disciplinary actions by
Statutory or Material Aggregate
Criminal Tax the SEBI or Stock
Name of Entity Regulatory Civil Amount
Proceeding Proceeding Exchanges against our
Proceedings Litigation** involved*
Promoters
Promoters
By Promoters NIL NIL NIL NIL NIL NIL
Against NIL 1 NIL NIL NIL 0.04
Promoters
Directors (Other than Promoters)
By our NIL NIL NIL NIL NIL NIL
Directors
Against NIL 2 NIL NIL NIL 0.62
Directors
Subsidiaries
By NIL NIL NIL NIL NIL NIL
Subsidiaries
Against NIL 1 NIL NIL NIL 3.17##
Subsidiaries
Group Companies Litigation having Material Impact on Company
By Group NIL NIL NIL NIL NIL NIL
Company
Against NIL NIL NIL NIL NIL NIL
Group
Company
*To the extent quantifiable and ascertainable
**As per Materiality Policy
#
The department has raised demand of Rs. 3.10 lakhs for TDS default in F.Y. 2023-24 on account of lower
deduction of tax in case of inoperative PAN. The Company is in the process of taking corrective actions for the
same.
##
The amount of demand is $3,760 as per Notice CP162A dated November 11, 2024. The amount of demand in
INR, equivalent to Rs. 3.17 lakhs has been calculated based on the foreign exchange rate i.e. INR / 1 USD= 84.38
available on the RBI Portal as of November 11, 2024. Further, the Subsidiary Company has made a representation
to the Department of the Treasury, IRS to waive off the demand.

For detailed information please refer to page 263 under chapter titled “Outstanding Litigation and Material
Developments”.

RISK FACTORS

Investors should see “Risk Factors” on page 34 to have an informed view before making an investment decision.
SUMMARY OF CONTINGENT LIABILITIES OF OUR COMPANY

Details of the contingent liabilities and capital commitments of our Company for period ended September 30,
2024 and Fiscal Year ended on March 31, 2024, 2023 and 2022 derived from the Restated Consolidated Financial
Statements are set forth below:
(Amount in Rs. Lakhs)

As at September As at March 31,

Particulars
30, 2024 2024 2023 2022

Estimated amount of contracts remaining

- - - -
to be executed and not provided for

29
 As at September As at March 31,
Particulars
30, 2024 2024 2023 2022
Claims against the Company not
- - - -
acknowledged as debt
Bank Guarantees - - - -
Outstanding Tax Demand with Respect to
6.28 0.17 0.17 0.17
any Revenue Authorities*
* A contingent liability amounting to USD 3,760 pertains to Globiter USA LLC, a subsidiary of Globiter Infotech
Limited. This liability arises from a notice issued on November 11, 2024 for the tax period ending December 31,
2023, due to non-filing of returns within the prescribed timeline. The applicable USD to INR conversion rate on
November 11, 2024, is 1 USD = 84.38 INR.

For detailed information on the Contingent Liabilities on our Company, please refer “Restated Consolidated
Financial Statements–– Annexure – XII - Contingent Liabilities and Commitments” beginning on page 197.

SUMMARY OF RELATED PARTY TRANSACTIONS

Following is the summary detail of the Related Party Transaction entered by the company for the period ended
September 30, 2024 and fiscal year ended on March 31, 2024, 2023 and 2022:
(Amount in Lakhs)
Name of the Key Managerial Personnel/
Relationship
Entity/Relative of KMPs
Rajiv Shukla Managing Director
Rekha Shukla Directors
Rahul Shukla (w.e.f. 14.10.2024) Directors
Manoj Kumar Jain (w.e.f 09.07.2024) Directors
Rajesh Srivastava (w.e.f 02.09.2024) Directors
Shardul Sangal (w.e.f 02.09.2024) Directors
Vani Aggarwal (w.e.f. 16.09.2024) Company Secretary
Sandeep Gupta (w.e.f. 20.11.2024) Chief Financial Officer
Virtue E Varsity Private Limited Entity having common control
Botgo Technologies Private Limited Entity having common control
Globtier USA, LLC (w.e.f 09.08.2023) Subsidiary entity

Transactions with Related Parties:

For the period ended

Particulars September 31 March 31 March 31 March
30, 2024 2024 2023 2022
A. Directors remunerations
Directors
a) Rekha Shukla 25.98 51.95 51.95 47.95
b) Rajiv Shukla 25.98 51.95 51.95 47.95

B. Loan taken during the year

Entity having common control
a)Virtue E Varsity Private Limited - 8.00 - -
b)Botgo Technologies Private Limited - - - -

30
 For the period ended
Particulars September 31 March 31 March 31 March
30, 2024 2024 2023 2022

Directors
a) Rekha Shukla - 100.00 60.50 34.00
b) Rajiv Shukla - - 40.00 25.00

C. Loan repaid during the year

Entity having common control
a) Virtue E Varsity Private Limited - 8.00 - -
Directors
a) Rekha Shukla - 100.00 67.30 67.21
b) Rajiv Shukla - - 44.16 55.13

D. Loan given during the year

Entity having common control
a) Botgo Technologies Private Limited - 105.00 - -

E. Loan received back during the year

Entity having common control
a) Botgo Technologies Private Limited 5.00 100.00 - -

F. Capital advance taken during the year

Directors
a) Rekha Shukla - - 90.00 110.00

G. Interest Expenses on Loan Taken

Directors
a) Rajiv Shukla - - 1.99 1.29
b) Rekha Shukla - - 3.79 2.15

H. Reimbursement of Expenses
Directors
a) Rajiv Shukla 1.71 5.42 - 1.30
b) Rekha Shukla - - 6.33 3.01

For detailed information on the Related Party Transactions executed by our Company, please refer “Restated
Consolidated Financial Statements– Annexure – IX - Related Party Transactions” beginning on page 197.

FINANCING ARRANGEMENTS

There have been no financing arrangements whereby our promoters, members of the promoter group, the directors
of the company which are promoters of the Issuer, the directors of the Issuer and their relatives have financed the
purchase by any other person of securities of the Issuer other than in the normal course of business of the financing
entity during the period of six months immediately preceding the date of this Draft Prospectus.

31
WEIGHTED AVERAGE PRICE AT WHICH EQUITY SHARES ACQUIRED BY EACH OF OUR
PROMOTERS & SELLING SHAREHOLDER DURING THE LAST ONE YEAR PRECEDING THE
DATE OF THIS DRAFT PROSPECTUS

The weighted average price of equity shares acquired by the Promoters of our Company during the past one year
preceding the date of this Draft Prospectus are as follows:

Weighted Average
S. Number of Equity
Name of the Promoters Price per Equity Share
No. Shares (1)(2)
(In Rs.) (2)
1. Rajiv Shukla 5,20,000 Nil
2. Rekha Shukla (3) 70,10,000 Nil
3. Rahul Shukla - -
(1)
75,40,000 fully paid up Equity Shares were allotted to existing shareholders of our Company pursuant to a
bonus issue in the ratio of 2:1 having face value of Rs. 10/- each on November 20, 2024, through capitalization
of the eligible reserves. Thus, the cost of acquisition of the Equity Shares acquired pursuant to such bonus issue
has been considered “NIL”.
(2)
The Weighted Average Price for Equity Shares acquired during last one year has been calculated by taking
into account the amount paid by the Promoters to acquire, by way of fresh issuance, bonus issue or transfer, the
Equity Shares and the net cost of acquisition has been divided by total number of shares acquired during last one
year.
(3)
Rekha Shukla is the Selling Shareholder.

Note: Pursuant to the certificate dated January 03, 2025, issued by Statutory & Peer Review Auditor of our
Company, Sri Prakash & Co., Chartered Accountants vide UDIN:25539219BMKHTH3297.
AVERAGE COST OF ACQUISITION OF SHARES FOR PROMOTERS & SELLING SHAREHOLDER

The average cost of acquisition of equity shares held by our Promoters & the Selling Shareholder are set forth in
the table below:

Average Cost of Acquisition

S. No. Name of Promoters No. of Equity Shares held
per equity share (in Rs.) (1)
1. Rajiv Shukla 7,80,000 0.06
2. Rekha Shukla (2) 1,05,15,000 0.05
3. Rahul Shukla - -
(1)
The average cost of acquisition of Equity Shares by our Promoters has been calculated by taking into account
amount paid by them to acquire, by way of fresh issuance or transfer, the Equity Shares less amount received by
them for the sale of Equity Shares through transfer, if any and the net cost of acquisition has been divided by total
number of shares held as on date of the Draft Prospectus.
(2)
Rekha Shukla is the Selling Shareholder.

Note: Pursuant to the certificate dated January 03, 2025, issued by Statutory & Peer Review Auditor of our
Company, Sri Prakash & Co., Chartered Accountants vide UDIN:25539219BMKHTH3297.

For further details of the acquisition of Equity Shares of our Promoters, see “Capital Structure - Build-up of the
Equity Shareholding of our Promoters in our Company” beginning on page 85.
PRE – IPO PLACEMENT

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

32
ISSUE OF SHARE FOR CONSIDERATION OTHER THAN CASH

Our Company has not issued any Equity Shares for consideration other than cash in the one year preceding the
date of this Draft Prospectus except Bonus Issue as stated under chapter titled “Capital Structure” beginning on
page 85 of this Draft Prospectus.
SPLIT / CONSOLIDATION OF EQUITY SHARES OF OUR COMPANY IN THE LAST ONE YEAR

Our Company has not undertaken a split or consolidation of the Equity Shares in the one year preceding the date
of this Draft Prospectus.
SEBI EXEMPTIONS

Our Company has not been granted any exemption from complying with any provisions of securities laws by
SEBI.

THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK

33
 SECTION III: RISK FACTORS

An investment in our Equity Shares involves a high degree of financial risk. Prospective investors should carefully
consider all the information in the Draft Prospectus, particularly the “Financial Information” and the related
notes, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on page 197, 137 and 237 respectively of this Draft Prospectus and the risks and uncertainties
described below, before making a decision to invest in our Equity Shares.

The risk factors set forth below are not exhaustive and 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. Any of the following risks, individually or together, could adversely
affect our business, financial condition, results of operations or prospects, which could result in a decline in the
value of our Equity Shares and the loss of all or part of your investment in our Equity Shares. While we have
described the risks and uncertainties that our management believes are material, these risks and uncertainties
may not be the only risks and uncertainties we face. Additional risks and uncertainties, including those we
currently are not aware of or deem immaterial, may also have an adverse effect on our business, results of
operations, financial condition and prospects.

This Draft Prospectus 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 Draft Prospectus. The financial and other
related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors below.
However, there are risk factors the potential effects of which are not quantifiable and therefore no quantification
has been provided with respect to such risk factors. In making an investment decision, prospective investors must
rely on their own examination of our Company and the terms of the Offer, including the merits and the risks
involved. You should not invest in this Offer unless you are prepared to accept the risk of losing all or part of your
investment, and you should consult your tax, financial and legal advisors about the particular consequences to
you of an investment in our Equity Shares.

Materiality

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

1. Some events may not be material individually but may be found material collectively.
2. Some events may have material impact qualitatively instead of quantitatively.
3. Some events may not be material at present but may be having material impact in future.

Note:

The risk factors as envisaged by the management along with the proposals to address the risk if any. Unless
specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial
implication of any of the risks described in this section.

In this Draft Prospectus, any discrepancies in any table between total and the sums of the amount listed are due
to rounding off. Any percentage amounts, as set forth in “Risk Factors” on page 34 and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on page 237 of this Draft Prospectus
unless otherwise indicated, has been calculated on the basis of the amount disclosed in the “Restated Financial
Statements”.

In this section, unless the context requires otherwise, any reference to "we", "us" or "our" refers to Globtier
Infotech Limited.

34
 INTERNAL RISK FACTORS

1. If we are unable to attract and retain qualified, experienced and other employees, it may negatively impact our
business conditions including operations, and financial condition. Additionally, employee benefit expenses
make up a significant portion of our overall costs, and any substantial increase in these expenses could
adversely affect our business including financial performance and profitability.

Our operations are also dependent on our ability to attract and retain qualified, experienced and other employees.
We may not be able to continuously attract or retain employees, or retain them on acceptable terms, given the
demand in the industry. The loss of the services of our employees may adversely affect our business, results of
operations and financial condition. We may require a long period of time to hire and train replacement employees
when existing employees terminate their employment with our Company. We may also be required to increase
our levels of employee compensation more rapidly than in the past to remain competitive in attracting new
employees that our business requires.

The following table presents the employee cost to the company, total number of employees in the company and
employee left the organization within the year:
(Amount in Rs. Lakhs)
Particulars September 2024 FY 2023-24 FY 2022-23 FY 2021-22
Number of Employees 804 982 800 822
Number of Employees left 238 632 211 128
Attrition Rate 29.60% 64.36% 26.38% 15.57%

Employee Benefit Expenses 2,322.72 4,903.97 4302.89 4,036.21

Revenue from Operations 4,128.12 8,817.59 8,624.49 6,890.99
% of Revenue from Operations 56.27% 55.62% 49.89% 58.57%
Note: The above information has been certified by Independent Chartered Accountant, Kapish Jain & Associates,
Chartered Accountants, vide their certificate dated December 30, 2024 issued vide UDIN:
24521888BKCEZV7124.

Our business is people driven and, accordingly, our success depends upon our ability to attract, develop, motivate,
retain and effectively utilize employees. Failure to hire, train and retain employees in sufficient numbers could
have a material adverse effect on our business, results of operations and financial condition. Companies engaged
in the information technology industry are required to provide a greater deal of employee satisfaction and morale
through providing incentives. Further, high attrition rates of experienced employees would increase our hiring,
reskilling, upskilling and training costs and could have an adverse effect on our ability to complete all contracts
in a timely manner, meet customer objectives and expand our business.

Our operations are manpower intensive and we are currently employing a considerable number of personnel as
part of our business offerings to sustain our growth. Our success is substantially dependent on our ability to train,
attract and retain employees. Further, we spend time and resources in training the employees that we recruit.

We have recorded high attrition rates as mentioned above. Higher attrition rates lead to an increase in our training
and recruitment costs, which may have an adverse impact on our profitability and financial condition. High
attrition and competition for employee may also limit our ability to attract and retain the employee necessary for
us to meet our future growth requirements. We cannot assure you that we will be able to meet our overall employee
requirements in the future, retain sufficient skilled employees, increase the number of our employees in a
consistent manner or retain our existing workforce at appropriate wages, which may adversely impact the way we
currently conduct our business, and our anticipated business prospects. For further information, see "Our Business
– Business Operations – Employees" on page 137.

35
2. Our revenue from operations is primarily driven by System Integrators (SIs). Any challenges in maintaining
relationships with these SIs or unfavorable market developments affecting SI driven IT services could have a
adverse impact on our business, operational performance, cash flows, and overall financial health.
We rely on two types of customers i.e. System Integrators (SIs) and Non-System Integrators (Non-SIs). A major
portion of our revenue comes from System Integrators. Our engagement with System Integrators involves an
intermediary layer. Rather than holding direct contracts with end corporate customer, we establish relationships
with SIs. This model enables us to deliver services to corporate clients indirectly through our System Integrators.

Revenue generated through System Integrators and Non-System Integrators for the period ended September 30,
2024 and Financial Year ended March 31, 2024, 2023 and 2022 are detailed below:

(Amount in Rs. Lakhs)

S. As on September Financial Year ended March 31,
Type of Service
No. 30, 2024 2024 2023 2022
System Integrators 3,516.59 8,075.59 8,059.10 6,401.21
1.
% to Revenue from Operations 85.19% 91.59% 93.44% 92.89%
Non-System Integrators 611.53 742.00 565.39 489.78
2.
% to Revenue from Operations 14.81% 8.41% 6.56% 7.11%
TOTAL 4,128.12 8,817.59 8,624.49 6,890.99
Note: The above information has been certified by Sri Prakash & Co., Chartered Accountants, Statutory & Peer
Review Auditor of our Company, vide their certificate dated January 03, 2025 issued vide UDIN:
25539219BMKHSH7536.

Any challenges faced by our System Integrators could have a direct and adverse impact on our revenue. For
instance, if an SI exits the market or experiences operational difficulties, it could lead to immediate cash flow
issues, a loss of market share, and provide an opportunity for competitors to capture the affected market segment.
The absence of these intermediaries could result in delays, increased operational costs, and further complications
that may disrupt the smooth delivery of services, ultimately affecting our business performance and long-term
sustainability. Further, revenue generated through System Integrators may decrease. Failure to diversify our
revenue streams could adversely affect our business, results of operations, cash flows and financial condition.

For further details of our Customers, please refer to section titled ‘Our Business’ beginning on page 137.

3. We depend on certain key customers for our revenues. A decrease in the revenues we derive from them could
materially and adversely affect our business, results of operations, cash flows and financial condition.
The contribution of our top 1, top 5 and top 10 customers as on September 30, 2024, financial year ended on
March 31, 2024, March 31, 2023, and March 31, 2022 is set out below:

As on September Financial Year ended March 31,

Particulars
30, 2024 2024 2023 2022
Top 1 Customer (%) 56.74% 64.71% 61.20% 65.84%
Top 5 Customers (%) 80.68% 85.86% 80.31% 81.91%
Top 10 Customers (%) 88.47% 93.60% 91.11% 91.63%

Note: Pursuant to the certificate dated January 03, 2025, issued by Statutory & Peer Review Auditor of our
Company, Sri Prakash & Co., Chartered Accountants vide UDIN:25539219BMKHTG8538.

Consequently, our business, results from operations, and financial condition are heavily dependent on us
maintaining our relationship with our top customers and continue to receive orders from such customers and
failure to do so, or inability to do so on commercially viable terms could have an adverse impact on our revenue
and, or, margins, and, consequently, our profitability.

36
 The potential loss of one or more of these major customers or a reduction in the volume of business derived from
them could have adverse effects on our overall business, financial condition, and cash flows. We cannot assure
you that we can maintain the historical levels of business from these customer or that we will be able to replace
these customer in case we lose any of them. We acknowledge the need to address customer concentration concerns
moving forward 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 customers.

Factors such as a substantial reduction in business volume with these key customers or a preference for
competitors could impact on our revenues and profitability. Furthermore, our future growth is intrinsically linked
to acquiring new customers, and any failure to do so may significantly and adversely affect our business, financial
condition, and results of operations. Any decline in our quality standards, growing competition and any change in
the demand, may adversely affect our ability to retain them. We cannot assure that we shall generate the same
quantum of business, or any business at all, and the loss of business from one or more of them may adversely
affect our revenues and results of operations.

Additionally, any failure to meet our customers’ expectations or requirements could cause loss of a customer.
Customers may demand price reductions, set-off any payment obligations, require indemnification for
themselves or their affiliates, or replace their existing solutions with alternative solutions, any of which may
have an adverse effect on our business, results of operations and financial condition.

4. We are subject to several labour legislations and regulations governing welfare, benefits and training of our
employees. Any increase in such costs could adversely affect our business, results of operations, cash flows
and financial condition.

We are subject to laws and regulations relating to employee welfare and benefits such as minimum wage and
maximum working hours, overtime, working conditions, non-discrimination, hiring and termination of
employees, employee compensation, employee insurance, bonus, gratuity, provident fund, pension,
superannuation, leave benefits and other such employee benefits. Set forth below are details regarding our
employee benefits expenses in the corresponding years:

(Amount in Rs. Lakhs)

Particulars September 2024 FY 2023-24 FY 2022-23 FY 2021-22
Number of Employees 804 982 800 822
Number of Employees left 238 632 211 128
Attrition Rate 29.60% 64.36% 26.38% 15.57%

Employee Benefit Expenses 2,322.72 4,903.97 4302.89 4,036.21

Revenue from Operations 4,128.12 8,817.59 8,624.49 6,890.99
% of Revenue from Operations 56.27% 55.62% 49.89% 58.57%
Note: The above information has been certified by Independent Chartered Accountant, Kapish Jain & Associates,
Chartered Accountants, vide their certificate dated December 30, 2024 issued vide UDIN:
24521888BKCEZV7124.

In the event welfare requirements under labour legislations applicable to us are changed, employee benefits
payable by us may increase, and there can be no assurance that we will be able to recover such increased amounts
from our clients in a timely manner, or at all. Wage revisions may adversely impact our costs, specifically in
circumstances where we have entered into fixed-fee contracts, with limited ability to pass on increased wage costs
to our clients, or renegotiate these arrangements to account for such wage increases.

Further, most labour laws are specific to the states in India in which they apply, and regulatory agencies in different
states may interpret such compliance requirements differently, which may make compliance more complex, time
consuming and costly. Additionally, we are subject to labour legislations that protect the interests of employees,

37
 including legislations that set forth detailed procedures for the establishment of unions, dispute resolution and
employee removal and impose certain financial obligations on employers upon retrenchment of employees. In the
event our employee relationships deteriorate, or we experience significant labour unrest, strikes, lockouts and
other labour action, work stoppages could occur and there could be an adverse impact on our delivery of services
to clients. If there is any failure by us in complying with applicable labour laws and regulations including in
relation to employee welfare and benefits requirements, we may be subject to criminal and monetary penalties,
incur increased costs, or disputed in litigation which may in turn disrupt our operations. 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.

5. Failure to offer customer support in a timely and effective manner may adversely affect our relationship with
our customers.

From time to time, our customers require our customer support team to assist them in using our services, help
them in resolving issues quickly and in providing ongoing support. If we do not devote sufficient resources or are
otherwise unsuccessful in assisting our customers effectively, it could adversely affect our ability to retain existing
customers and could prevent prospective customers from adopting our services. We may be unable to respond
quickly enough to accommodate short-term increases in demand for customer support. We also may be unable to
modify the nature, scope and delivery of our customer support to compete with changes in the support services
provided by our competitors.

Increased demand for customer support, without corresponding revenue, could increase costs and adversely affect
our business, results of operations and financial condition. Our sales are highly dependent on our business
reputation and on positive recommendations from our customers. Any failure to maintain high-quality customer
support, or a market perception that we do not maintain high-quality customer support, could adversely affect our
reputation, business, results of operations and financial condition. Further, any disruptions to our business
offerings as a result of actions outside of our control, could significantly impact the continued performance of our
obligations to meet the quality or performance which may in-turn harm and affect our business, financial condition
and results of operations. In certain instances, we may also be required to bear consequential liability.

6. Our Company has not entered into any long-term contracts with our customers and we may not have any firm
arrangements which govern the provision of services of our Company. In the event our customers choose not
to source their requirements by engaging us, our business, profitability and results of operations may be
adversely affected.

We do not have long term agreements with our customers and Terminations or delays in engagements may make
it difficult to plan our resource requirements. Further, we cannot assure you that we will continue to be selected
to provide existing services in subsequent periods. Many of the work orders we receive from our customers may
specify a price, delivery schedule and invoice generation timelines and other miscellaneous terms and conditions.
Upon receipt of such orders from our customers we provide them with quotations. However, arrangement between
our Company and our customers may be cancelled or modified and should such a modification, cancellation or
termination take place against our interest, it may impact our profitability. Further, we do not usually have
exclusivity arrangements with our customers. Consequently, there is no commitment on the part of the customers
to continue to engage us and as a result, our revenues from period to period may fluctuate significantly due to the
changes in our customer’s preferences and any subsequent modification, cancellation or termination of the work
orders places with us and we may be unable to procure repeat orders from our customers including the loss of a
customer. Customers may demand price reductions, set off any payment obligations, require indemnification for
themselves or their affiliates, any of which may have an adverse effect on our business, financial condition, results
of operations and future prospects.

38
7. Our failure to perform in accordance with the standards prescribed in Master Service Agreements, Statement
of Work and other Agreements of our customers could result in loss of business or compensation.

We regularly receive Master Service Agreements, Statement of Work and other Agreements from our customers,
many of which require strict compliance with their prescribed codes of conduct, rules, and regulations, potentially
increasing our compliance costs. If we fail to effectively address service constraints or accurately predict service
requirements, our customers may experience service deficiencies. Additionally, any disruptions outside of our
control could significantly impact our ability to meet the quality and performance standards outlined in client
contracts. This could harm our business by resulting in contract terminations, impairing our ability to secure
contract renewals, or limiting our ability to expand our client base. Any of these consequences could negatively
affect our business, financial condition, and operational results.

In the event that we fail to meet our obligations, we may be required to compensate our clients as stipulated in the
contracts. In certain cases, we may also bear consequential liabilities. Furthermore, certain work orders may
require us to provide indemnities to clients for any negligence, omissions, or misconduct by our employees. If
claims are filed against us for which we do not have adequate insurance coverage, it could have a detrimental
impact on our business, financial standing, and overall results.

8. Any failure to maintain satisfactory performance of our software infrastructure, particularly those leading to
disruptions in our services, could adversely affect our business and reputation, and our business may be
harmed if our software infrastructure or software is damaged or otherwise fails or becomes obsolete.
As part of our business offerings, we are dependent on extensive deployment of software, including in
development and consulting. Any system interruptions that result in the unavailability or slowdown of our
solutions and the disruption in our services, could reduce the volume of our business and make us less attractive
to users. Our software infrastructure is vulnerable to damage or interruption from human error, fire, flood, power
loss, telecommunications failure, physical break-ins or other attempts at system sabotage, vandalism, natural
disasters, and other similar events. Further, our security practices may be insufficient, and third parties may breach
our systems through trojans, spyware, ransomware, denial of service attacks or other malware attacks, or breaches,
intentional or not, by our employees or third-party service providers, which may result in unauthorized use or
disclosure of information. Any leakage of sensitive information could lead to a misuse of data, violate applicable
privacy, data security and other laws, cause significant legal and financial risks and negative publicity, and
adversely affect our business and reputation.

Our future success will depend on our ability to adapt our solutions to the changes in technologies and user
behaviour. In order to attract and retain clients and compete against our competitors, we must continue to invest
significant resources in software development and consulting expenses expand and diversify our product and
service offerings and improve our existing products and services. Set forth below are details of our software
development and consulting expenses in the corresponding years/ periods:
(Amount in Rs. Lakhs)
For the For the year ended March 31,
period ended
Particulars
September 30, 2024 2023 2022
2024
Software development and consulting expenses 763.73 2,349.64 3,190.42 2,009.31
Software development and consulting expenses,
18.50% 26.65% 36.99% 29.16%
as a percentage of Revenue from Operations (%)

Any changes in software, or evolution of technology towards our solutions are unable to combat, could degrade
the functionality of our services or give preferential treatment to competitive services. In addition, the widespread
adoption of new internet technologies, AI or other technological changes could require significant expenditures
to modify or integrate our services. If we fail to keep up with these changes to remain competitive, our future
success may be adversely affected.

39
9. We do not own our Registered Office and other office spaces, as they are rented, leased or on a leave and license
basis. Additionally, some office spaces are virtual offices rented only for statutory registration purposes. Any
revocation or adverse changes in the terms of the rental, leased or leave and license may have an adverse effect
on our business, prospects, results of operations and financial condition.

Our Company has entered into a Rent Agreement dated October 04, 2024, for its registered office located at B-
67, 3rd Floor, Sector 67, Gautam Buddha Nagar, Noida, Uttar Pradesh, India, 201301. It is imperative to note that
this agreement is circumscribed by a finite validity period and expiring on October 03, 2029. However, there is
no assurance that the Company will be able to retain continuous use of this office after the expiration of the
agreement or that such arrangements may not be terminated prematurely by the owner.

Additionally, apart from the registered office, our Company operates out of other office spaces that are leased.
Some of these office spaces are virtual offices rented solely for statutory registration purposes. These arrangements
are also subject to specific terms and conditions, which may include limited validity periods, restrictions on use,
or termination clauses.

The inherent nature of these leased, rented or leave and license arrangements exposes the Company to potential
risks. These risks include premature termination by property owners, changes to rental terms, or an inability to
renew agreements upon expiration. In the case of virtual offices, there is also a possibility of regulatory changes
that could impact their use for statutory registrations.

If any such arrangements are disrupted, terminated, or not renewed, the Company may face operational challenges,
including the need to vacate premises and relocate to alternative spaces. Any such non-renewal or early
termination or any disruption of our rights may require us to vacate the premises and relocate to a new premises
on terms that may not be favourable to us thereby adversely affecting our business, financial conditions and results
of operations.

For further details on the Properties of our Company, please refer to the section “Our Business” on page 137 of
this Draft Prospectus.

10. Our reliance on a limited number of operational facilities, including our primary office in Noida and a
Business Continuity Plan (BCP) facility in Bangalore, introduces risks to our business operations. Any
disruption to these facilities, despite contingency measures, could adversely impact our ability to deliver
uninterrupted services, resulting in potential financial, operational, and reputational challenges.

Our operations are predominantly carried out from our registered office located in Noida, which serves as the
primary office for our business activities, including administrative, operational, and customer service functions.
Our Company has developed a Business Continuity Plan (BCP). As part of this plan, the Company has leased an
office in Bangalore to serve as an alternative operational site. If the BCP is executed properly, this office can help
in maintaining business functions and minimizing disruptions.

While these facilities are equipped with infrastructure and connectivity for operations, they remain susceptible to
unforeseen disruptions. Such disruptions include fire, power outages, cyber-attacks, equipment failures, political
instability, natural disasters such as floods or earthquakes, or other unforeseen events. Any significant impact on
the operational capabilities of either facility could compromise our ability to deliver timely and effective services
to our customers.

In addition, the successful implementation of the BCP facility during an emergency depends on various factors,
including the availability of resources, personnel readiness, and the effectiveness of the plan under real-world
conditions. Prolonged disruptions or an inability to promptly activate the BCP facility could lead to delays in
service delivery, operational inefficiencies, and customer dissatisfaction. These factors could result in financial
losses, including penalties under our service agreements, and reputational harm that may affect customer trust and
future business prospects.

40
 Moreover, our dependency on these locations increases our exposure to concentrated operational risks. Any
simultaneous or cascading disruptions at both facilities would significantly impair our ability to conduct business,
potentially leading to severe consequences for our financial condition, operational performance, and overall
business sustainability. Further, our Company has taken the BCP facility on lease and there is no assurance that
the Company will be able to retain continuous use of this facility after the expiration of the agreement or that such
arrangements may not be terminated prematurely by the owner. If any such arrangements are disrupted,
terminated, or not renewed, the Company may face operational challenges adversely affecting our business,
financial conditions and results of operations.

11. Our Company, Promoters as well as our Directors are party to certain litigation and tax proceedings. Any
adverse decision in such proceedings may have a material adverse effect on our business, results of operations
and financial condition.
Our Company, Subsidiaries, Promoters as well as our Directors are party to certain tax proceedings. Mentioned
below are the details of the proceedings involving our Company, Subsidiaries, Promoters and Directors, as on the
date of this Draft Prospectus along with the amount involved, to the extent quantifiable:
(Amount in Rs. Lakhs)
Disciplinary actions by
Statutory or Material Aggregate
Criminal Tax the SEBI or Stock
Name of Entity Regulatory Civil Amount
Proceeding Proceeding Exchanges against our
Proceedings Litigation** involved*
Promoters
Company
By the NIL NIL NIL NIL NIL NIL
Company
Against the NIL 1 NIL NIL NIL 3.10#
Company
Promoters
By Promoters NIL NIL NIL NIL NIL NIL
Against NIL 1 NIL NIL NIL 0.04
Promoters
Directors (Other than Promoters)
By our NIL NIL NIL NIL NIL NIL
Directors
Against NIL 2 NIL NIL NIL 0.62
Directors
Subsidiaries
By NIL NIL NIL NIL NIL NIL
Subsidiaries
Against NIL 1 NIL NIL NIL 3.17##
Subsidiaries
Group Companies Litigation having Material Impact on Company
By Group NIL NIL NIL NIL NIL NIL
Company
Against NIL NIL NIL NIL NIL NIL
Group
Company
*To the extent quantifiable and ascertainable
**As per Materiality Policy
#
The department has raised demand of Rs. 3.10 lakhs for TDS default in F.Y. 2023-24 on account of lower
deduction of tax in case of inoperative PAN. The Company is in the process of taking corrective actions for the
same.

41
 ##
The amount of demand is $3,760 as per Notice CP162A dated November 11, 2024. The amount of demand in
INR, equivalent to Rs. 3.17 lakhs has been calculated based on the foreign exchange rate i.e. INR / 1 USD= 84.38
available on the RBI Portal as of November 11, 2024. Further, the Subsidiary Company has made a representation
to the Department of the Treasury, IRS to waive off the demand.

For further details, please refer to the chapter “Outstanding Litigations and Material Developments” beginning
on page 263 of this Draft Prospectus.

There can be no assurance that these tax matters/proceedings will be decided in favor of our Company,
Subsidiaries, Promoters or Directors and consequently it may divert the attention of our management and
Promoters and waste our corporate resources and we may incur significant expenses in such proceedings and may
have to make provisions in our financial statements, which could increase our expenses and liabilities. If such
claims are determined against us, there could be a material adverse effect on our reputation, business, financial
condition and results of operations, which could adversely affect the trading price of our Equity Shares.

12. Our revenue is dependent on domestic market and we have very less export revenue. Any adverse changes in
the conditions affecting domestic market could adversely affect our business, results of operations and financial
condition.
Our revenue is dependent on sales of our services in the domestic market i.e. in India only. We have very limited
presence or revenue from any other country. In the event of any slowdown in domestic market, or any
developments that make our services less attractive in domestic market, we may experience more pronounced
effects on our business, results of operations, and financial condition than if we had further diversified revenue
across different geographical locations. Our business, results of operations and financial condition have been and
will continue to be largely dependent on the prevailing domestic market conditions and any adverse changes in
the conditions affecting domestic market related to our business operation, may adversely affect our business,
results of operations and financial conditions.

Revenue generated geography wise for the period ended September 30, 2024 and Financial Year ended March 31,
2024, 2023 and 2022 are detailed below:
(Amount in Rs. Lakhs)
S. As on September Financial Year ended March 31,
Type of Service
No. 30, 2024 2024 2023 2022
Revenue - Export 87.58 547.10 1,081.43 740.63
1.
% to Revenue from Operations 2.12% 6.20% 12.54% 10.75%
Revenue - Domestic 4,040.54 8,270.49 7,543.06 6,150.36
2.
% to Revenue from Operations 97.88% 93.80% 87.46% 89.25%
TOTAL 4,128.12 8,817.59 8,624.49 6,890.99
Note: The above information has been certified by Sri Prakash & Co., Chartered Accountants, Statutory & Peer
Review Auditor of our Company, vide their certificate dated January 03, 2025 issued vide UDIN:
25539219BMKHSH7536.

We are therefore exposed to fluctuations in the performance of the industries where we provide our services in
India. The sectoral markets where we have presence in India may perform differently and be subject to market
and regulatory developments. We cannot assure you that the demand for our services in India will grow, or will
not decrease, in the future. Reduced demand in the industries we currently provide services, could have a material
adverse impact on our business, cash flows, results of operations and financial condition. In addition, any
regulatory changes in relation to Import-Export norms including but not limited to change in custom duties
structure, carbon / green energy tax, offset programs etc. may significantly impact our business, cash flows, results
of operations and financial condition.

13. We are required to maintain certain licenses, approvals, registrations, consents and permits in the ordinary
course of business. Failure to obtain the requisite approvals result in non-compliance and therefore, affect our
business operations, financial condition, result of operations and prospects.

42
 Our operations are subject to government regulation concerning IT solutions and its various related services and
we are required to obtain and maintain several statutory and regulatory permits and approvals under central, state
and local government legislation for operating our business generally, including tax registrations, labour licenses
and shops and establishment registration. In addition, we may need to apply for approvals, including the renewal
of approvals which may expire, from time to time, as and when required in the ordinary course of business. On
conversion of our company to Public Limited Company, the name has been changed to Globtier Infotech Limited
from erstwhile name Globtier Infotech Private Limited vide special resolution passed by our shareholders at
Extraordinary General Meeting held on August 02, 2024. Consequent to this change, we have updated the same
in various approvals, license and registrations taken by our company in the ordinary course of our business
however in some approvals, licenses and registration, the updated name is still pending or in process.

While we have obtained key approvals required for our business, we have also applied for and are awaiting grant
of certain key approvals as on the date of this Draft Prospectus. The details of such approvals are mentioned in
chapter titled “Government and Statutory Approvals” on page 268. In the event that we are unable to obtain such
approvals, it may result in interruption of our business operations, which could have an adverse effect on our
business, financial condition and results of operations.

We cannot assure you that approvals, licenses, registrations and permits issued to us would not be suspended or
revoked in the event of noncompliance with any terms or conditions thereof, or pursuant to any regulatory action.
Any failure to renew the approvals that have expired or apply for, obtain and validly maintain the required licenses,
approvals, registrations or permits, or any suspension or revocation of any approvals, licenses, registrations and
permits that have been or may be issued to us, may materially and adversely affect our operations.

If we are unable to obtain the requisite licenses in a timely manner or at all, our business operations and results
may be affected. There can be no assurance that the relevant authorities will issue these approvals or licenses in a
timely manner, or at all.

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

Employee misconduct or errors could expose us to business risks or losses, including regulatory sanctions and
cause serious harm to our reputation. Such employee misconduct includes misbehavior with customers,
misappropriation of funds, hiding unauthorized activities, failure to follow our operational standards and
processes, failure to deliver solutions and improper use of confidential information. 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 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.

15. There are multiple companies and entities operating both in India and internationally under the name
"Globtier" which poses a risk of brand dilution and market confusion, complicating the establishment of a
distinct brand identity.

There are multiple companies and entities operating both in India and internationally under the name "Globtier".
Our Company and its Promoters do not have any business dealings or affiliations with these entities, except for
Globtier USA, LLC which is our subsidiary. There are several other companies and entities using the same name
across same or different sector, which could create confusion among our customers and stakeholders. These
companies and entities may or may not operate independently, offer different services, or belong to different
industries. This situation poses a risk of brand dilution and market confusion, complicating the establishment of
a distinct brand identity. Furthermore, it could lead to potential legal challenges related to intellectual property
and make it harder to differentiate our Company from others with similar names in the market.

43
16. Our Promoters and Key Managerial Personnels play a key role in our functioning and we heavily rely on their
knowledge and experience in operating our business and therefore, it is critical for our business that they
remain associated with us. The loss of the Promoters may adversely affect our business and result of operations.

Our performance and its success largely depend on the efforts and abilities of our Promoters. Our Promoters play
a key role in our functioning and we heavily rely on their knowledge and experience in operating our business.
We believe our Promoters have experience in the SI (System Integration) Industry, managing customers and
handling overall businesses, has enabled us to experience growth and profitability. Our Promoters have been
actively involved in the day-to-day operations and management since the incorporation of the Company. Further,
if our Promoters promote other companies/ firms/ ventures, it will divert their attention to the other companies,
and we may not be able to function as efficiently and profitably as before. Our procurement of work orders also
has high dependence on our Promoters relationship with customers and industry experiences of our Promoters.
We believe that the inputs and experience of our Promoters are valuable for the development of business and
operations and the strategic directions taken by our Company. The lack of or loss of the services of our Promoters
in the Company could impair our ability to manage and expand our business. Our success is also dependent on
our continuous ability to identify, hire, train retain and motivate our personnel. While we believe we have an
experienced team, we may not be able to continuously attract or retain such personnel, or retain them on acceptable
terms, given the demand for such personnel.

Further, in the event we are unable to motivate and retain our key managerial personnel and thereby lose the
services of our Key Managerial Personnels may adversely affect our condition including but not limited to
operations, financial condition and profitability of our Company and thereby hampering and adversely affecting
our ability to expand our business. For further details on our Promoters and Key Managerial Personnels, please
refer to the chapter titled ― “Our Management” on page 173.

17. Our Promoters may have interest in entities, which are engaged in lines of business like that of our Company.
Any conflict of interest which may occur between our business and the activities undertaken by such entities
could adversely affect our business and prospects.

Our Promoters are involved in following entities which are in the similar line of activity or business as that of our
Company, Virtue E Varsity Private Limited. While there is presently no conflict, there is no assurance that our
Promoters, their family members and the entities in which they are associated will not provide competitive services
or otherwise compete in business lines in which we are already present or will enter into in the future. Such factors
may have an adverse effect on the results of our operations and financial condition.

18. We may experience software defects, which could harm our business and expose us to potential liability.

Our services are based on software and computing systems, and the software(s) underlying our services may
contain undetected errors or defects when first introduced or when new versions are released. In addition, we may
experience difficulties in installing or integrating our technology on systems used by our customers. For instance,
defects in our software, errors or delays in the processing of electronic transactions or other difficulties could
result in the interruption of business operations, delays in market acceptance, additional development and
remediation costs, diversion of technical and other resources, loss of customers, negative publicity or exposure to
liability claims. We may be liable under the terms of our agreements with customers for software defects, and
failure to maintain our software and functioning could adversely affect our business, financial condition and
results of operations.

19. Any IT system failures or lapses on part of any of our employees may lead to operational interruption, liabilities
or reputational harm.

44
 The success of our business depends in part upon our ability to effectively deploy, implement and use information
technology systems and advanced technology initiatives in a cost effective and timely basis. Our computer
networks may be vulnerable to unauthorized access, computer hacking, computer viruses, worms, malicious
applications and other security problems caused by unauthorized access to, or improper use of, systems by our
employees, subcontractors or third-party vendors. Any systems failure or security breach or lapse on our part or
on the part of our employees and other ecosystem participants 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.
Any such legal proceedings or actions may subject us to significant penalties and negative publicity, require us to
change our business practices, increase our costs and severely disrupt our business.

20. We have experienced negative cash flows in the past and may continue to do so in the future and the same may
adversely affect our cash flow requirements, which in turn may adversely affect our ability to operate our
business and implement our growth plans, thereby affecting our financial condition.

We have experienced negative net cash flows from operating, investing and financing activities in the past and
may continue to experience such negative operating cash flows in the future. The following table sets forth certain
information relating to our cash flows based on the Restated Consolidated Financial Statements for the periods
indicated:
(Amount in Rs. Lakhs)
For the period ended For the year ended March 31,
Particulars
September 30, 2024 2024 2023 2022
Net Cash Generated/(Used)
(185.06) 15.34 592.58 (43.27)
From Operating Activities
Net Cash Generated/(Used)
(33.88) (198.35) (528.14) (45.05)
From Investing Activities
Net Cash Generated/(Used)
71.63 293.22 (409.25) 462.78
From Financing Activities
Net Increase/(Decrease) in
(147.32) 110.21 (344.81) 374.46
Cash and Cash Equivalents

Negative cash flows over extended periods, or significant negative cash flows in the short term, could materially
impact our ability to operate our business and implement our growth plans. As a result, our cash flows, business,
future financial performance and results of operations could be materially and adversely affected.

For further details, see “Restated Consolidated Financial Statements” and “Management’s Discussion and
Analysis of Financial Position and Results of Operations” beginning on pages 197 and 237 respectively.

21. Our Company has Contingent Liabilities and Commitments which if materialize could affect our financial
position.

As on September 30, 2024, we had Contingent Liability of Rs. 6.28 lakhs for which no provision had been made.
In the event that any of these contingent liabilities materialize, our results of operation and financial condition
may be affected. Details of Contingent Liabilities and commitments are as follow:

(Amount in Rs. Lakhs)

As at September As at March 31,
Particulars
30, 2024 2024 2023 2022
Estimated amount of contracts remaining
- - - -
to be executed and not provided for
Claims against the Company not
- - - -
acknowledged as debt
Bank Guarantees - - - -

45
 Outstanding Tax Demand with Respect to
6.28 0.17 0.17 0.17
any Revenue Authorities*
* A contingent liability amounting to USD 3,760 pertains to Globiter USA LLC, a subsidiary of Globiter Infotech
Limited. This liability arises from a notice issued on the November 11, 2024 for the tax period ending December
31, 2023, due to non-filing of returns within the prescribed timeline. The applicable USD to INR conversion rate
on November 11, 2024, is 1 USD = 84.38 INR.

If any of these contingent liabilities materialize or if at any time, we are compelled to pay all or a material
proportion of these contingent liabilities, it could have an adverse effect on our business, financial condition and
results of operations. Further, we cannot assure you that we will not incur similar or increased levels of contingent
liabilities in the future. For further information on our contingent liabilities, see “Restated Consolidated Financial
Information – Contingent Liabilities” on page 197.

22. There are instances of non-payment/ delayed payment or defaults in the payment of statutory dues by the
Company.

The company has experienced instances of non-payment, delayed payment, or defaults in meeting its statutory
obligations, including taxes, employee benefits, and other regulatory dues. These occurrences may pose
significant risks to the company’s financial health, reputation, and operations. Non-compliance include: -

GST
Karnataka (Registered on 16-09-2021)
FY Month Filed on Delayed No. of Days) Due date
2022-2023 June 21-07-2022 1 20-07-2022
2021-2022 October 22-11-2021 2 20-11-2021
Uttar Pradesh
2024-2025 July 22-08-2024 2 20-08-2024
2023-2024 October 21-11-2023 1 20-11-2023
June 25-07-2022 5 20-07-2022
2022-2023
May 27-06-2022 7 20-06-2022
April 15-06-2022 26 20-05-2022
March 10-05-2022 20 20-04-2022
February 09-04-2022 20 20-03-2022
January 11-03-2022 19 20-02-2022
December 11-02-2022 22 20-01-2022
November 11-01-2022 22 20-12-2021
2021-2022 October 20-12-2021 30 20-11-2021
September 20-11-2021 31 20-10-2021
August 12-10-2021 22 20-09-2021
July 16-09-2021 27 20-08-2021
June 08-08-2021 19 20-07-2021
May 20-07-2021 30 20-06-2021
April 31-05-2021 11 20-05-2021
March 23-04-2021 3 20-04-2021
February 05-04-2021 16 20-03-2021
January 09-03-2021 17 20-02-2021
December 23-01-2021 3 20-01-2021
2020-2021
November 03-01-2021 14 20-12-2020
October 28-11-2020 8 20-11-2020
September 04-11-2020 15 20-10-2020
August 05-10-2020 15 20-09-2020
July 24-08-2020 4 20-08-2020

46
 June 24-08-2020 35 20-07-2020
May 24-07-2020 27 27-06-2020
April 24-07-2020 30 24-06-2020
January 01-03-2020 10 20-02-2020
December 19-02-2020 30 20-01-2020
October 18-12-2019 28 20-11-2019
September 18-12-2019 59 20-10-2019
2019-2020
August 18-12-2019 89 20-09-2019
July 18-12-2019 120 20-08-2019
June 06-12-2019 139 20-07-2019
May 26-11-2019 159 20-06-2019
April 21-11-2019 185 20-05-2019

TDS/TCS Return

Year Period Form Due Date Filed On Delay (days)

Q1 24Q 31- July-19 26 Feb-20 210
Q2 24Q 31-Oct-19 29-Feb-20 121
Q3 24Q 31-Jan-20 12-April-20 72
2019-20
Q1 26Q 31- July-19 26 Feb-20 210
Q2 26Q 31 Oct -19 29-Feb-20 121
Q3 26Q 31 Jan - 20 12-April-20 72
Q3 24Q 31-Jan-21 04-Feb-21 4
2020-21 Q4 24Q 15-Jul-21 28-Jul-21 13
Q4 26Q 15-Jul-21 21-Sep-21 68
Q1 24Q 31-Jul-21 14-Dec-21 136
Q2 24Q 31-Oct-21 31-Mar-22 151
Q3 24Q 31-Jan-22 31-Mar-22 59
Q4 24Q 31-May-22 15-Jul-22 45
2021-22 Q1 26Q 31-Jul-21 05-Dec-21 127
Q2 26Q 31-Oct-21 26-Feb-22 118
Q3 26Q 31-Jan-22 23-Mar-22 51
Q4 26Q 31-May-22 09-Jun-22 9
Q1 24Q 31-Jul-22 06-Aug-22 6
Q2 24Q 31-Oct-22 16-Dec-22 46
Q4 24Q 31-May-23 29-Jun-23 29
2022-23 Q1 26Q 31-Jul-22 06-Aug-22 6
Q2 26Q 31-Oct-22 02-Dec-22 32
Q4 26Q 31-May-23 19-Jun-23 19
Q1 26Q 31-Jul-23 27-Sep-23 58

ESI
Year Month Filed On Delay Due Date
April 17-05-2019 2 15-05-2019
April 20-05-2019 5 15-05-2019
April 08-11-2019 186 15-05-2019
April 08-11-2019 186 15-05-2019
May 03-07-2019 18 15-06-2019
2019-20 May 23-07-2019 38 15-06-2019

47
 May 08-11-2019 146 15-06-2019
May 08-11-2019 146 15-06-2019
June 31-07-2019 16 15-07-2019
June 08-11-2019 116 15-07-2019
June 08-11-2019 116 15-07-2019
June 08-11-2019 116 15-07-2019
July 14-08-2019 29 15-08-2019
July 08-11-2019 85 15-08-2019
July 08-11-2019 85 15-08-2019
August 13-09-2019 28 15-09-2019
August 08-11-2019 54 15-09-2019
August 08-11-2019 54 15-09-2019
August 08-11-2019 54 15-09-2019
September 08-11-2019 24 15-10-2019
September 08-11-2019 24 15-10-2019
September 28-11-2019 44 15-10-2019
September 28-11-2019 44 15-10-2019
October 28-11-2019 13 15-11-2019
October 28-11-2019 13 15-11-2019
October 28-11-2019 13 15-11-2019
October 28-11-2019 13 15-11-2019
November 31-12-2019 16 15-12-2019
November 02-01-2020 18 15-12-2019
November 14-02-2020 61 15-12-2019
November 14-02-2020 61 15-12-2019
December 14-02-2020 30 15-01-2020
December 14-02-2020 30 15-01-2020
December 14-02-2020 30 15-01-2020
February 11-04-2020 27 15-03-2020
September 15-11-2021 31 15-10-2021
November 20-12-2021 5 15-12-2021
February 29-03-2022 14 15-03-2022
2021-22
February 24-03-2022 9 15-03-2022
February 29-03-2022 14 15-03-2022
February 29-03-2022 14 15-03-2022

EPF
Year Month Filed On Delay Due Date
June 16-07-2021 1 15-07-2021
July 15-09-2021 31 15-08-2021
January 05-04-2022 49 15-02-2022
February 24-03-2022 9 15-03-2022
February 29-03-2022 14 15-03-2022
2020-21 January 29-03-2022 42 15-02-2022
January 29-03-2022 42 15-02-2022
January 29-03-2022 42 15-02-2022
January 05-04-2022 49 15-02-2022
January 29-03-2022 42 15-02-2022
January 29-03-2022 42 15-02-2022

48
 January 29-03-2022 42 15-02-2022
January 29-03-2022 42 15-02-2022
January 29-03-2022 42 15-02-2022
January 29-03-2022 42 15-02-2022
April 14-11-2019 183 15-05-2019
April 14-11-2019 183 15-05-2019
April 17-05-2019 2 15-05-2019
April 17-05-2019 2 15-05-2019
April 17-05-2019 2 15-05-2019
May 14-11-2019 152 15-06-2019
May 14-11-2019 152 15-06-2019
May 03-07-2019 18 15-06-2019
May 14-11-2019 152 15-06-2019
May 14-11-2019 152 15-06-2019
June 14-11-2019 122 15-07-2019
June 14-11-2019 122 15-07-2019
June 15-11-2019 123 15-07-2019
June 14-11-2019 122 15-07-2019
June 14-11-2019 122 15-07-2019
July 14-11-2019 91 15-08-2019
July 14-11-2019 91 15-08-2019
July 14-11-2019 91 15-08-2019
July 15-11-2019 92 15-08-2019
July 15-11-2019 92 15-08-2019
July 24-08-2019 9 15-08-2019
2019-20
July 14-11-2019 91 15-08-2019
July 14-11-2019 91 15-08-2019
August 29-11-2019 75 15-09-2019
August 29-11-2019 75 15-09-2019
August 29-11-2019 75 15-09-2019
August 29-11-2019 75 15-09-2019
August 29-11-2019 75 15-09-2019
August 29-11-2019 75 15-09-2019
August 25-09-2019 10 15-09-2019
August 29-11-2019 75 15-09-2019
August 29-11-2019 75 15-09-2019
August 25-09-2019 10 15-09-2019
September 29-11-2019 45 15-10-2019
September 29-11-2019 45 15-10-2019
September 29-11-2019 45 15-10-2019
September 29-11-2019 45 15-10-2019
September 29-11-2019 45 15-10-2019
September 06-12-2019 52 15-10-2019
September 29-11-2019 45 15-10-2019
October 14-02-2020 91 15-11-2019
October 14-02-2020 91 15-11-2019

49
 October 25-11-2019 10 15-11-2019
October 14-02-2020 91 15-11-2019
October 14-02-2020 91 15-11-2019
October 14-02-2020 91 15-11-2019
October 14-02-2020 91 15-11-2019
October 14-02-2020 91 15-11-2019
October 14-02-2020 91 15-11-2019
October 19-12-2019 34 15-11-2019
October 14-02-2020 91 15-11-2019
October 14-02-2020 91 15-11-2019
November 14-02-2020 61 15-12-2019
November 14-02-2020 61 15-12-2019
November 02-01-2020 18 15-12-2019
November 14-02-2020 61 15-12-2019
November 14-02-2020 61 15-12-2019
November 14-02-2020 61 15-12-2019
November 14-02-2020 61 15-12-2019
November 14-02-2020 61 15-12-2019
November 14-02-2020 61 15-12-2019
November 14-02-2020 61 15-12-2019
November 19-12-2019 4 15-12-2019
November 14-02-2020 61 15-12-2019
November 14-02-2020 61 15-12-2019
December 14-02-2020 30 15-01-2020
December 14-02-2020 30 15-01-2020
December 14-02-2020 30 15-01-2020
December 14-02-2020 30 15-01-2020
December 14-02-2020 30 15-01-2020
December 14-02-2020 30 15-01-2020
December 14-02-2020 30 15-01-2020
December 14-02-2020 30 15-01-2020
December 14-02-2020 30 15-01-2020
December 14-02-2020 30 15-01-2020
December 14-02-2020 30 15-01-2020
December 14-02-2020 30 15-01-2020
January 17-02-2020 2 15-02-2020
January 17-02-2020 2 15-02-2020

Note: The above information has been certified by Sri Prakash & Co., Chartered Accountants, Statutory & Peer
Review Auditor of our Company, vide their certificate dated January 03, 2025 issued vide UDIN:
25539219BMKHST8136.

50
 These delays were primarily due to administrative and technical errors. We have since informed our staff towards
improving our administrative systems and to provide training to responsible person to prevent such delays in
future. However, there can be no assurance that such delays may not arise in the future. This may lead to financial
penalties from respective government authorities. While we have been required to make payment of fines/
penalties for delays in payment of such statutory dues, wherever applicable. However, we cannot assure you that
we will not be subject to such penalties and fines in the future, which may have a material adverse impact on our
financial condition and cash flows.

23. There are certain discrepancies in some of our corporate records relating to forms filed with the Registrar of
Companies.

Discrepancies have been identified in some of our corporate records, particularly concerning e-forms filed with
the Registrar of Companies (RoC). These errors, which were inadvertent, relate to statutory filings made in
previous years. For instance, in the e-form ADT-1 filed for the financial year 2023-24, the reappointment of M/s
Panwar & Associates as auditor for a five-year term was noted, but the form mistakenly listed the auditor’s name
as M/s Nati Panwar and Associates instead. A similar error has happened in e-form ADT-3. Similarly, in the MGT-
14 form filed for the financial year 2020-21, we inadvertently omitted the Explanatory Statement and included an
outdated version of the Memorandum of Association (MOA) instead of the amended version. Additionally, in the
PAS-3 form for the same year, the Board Resolution for share allotment was not attached. Furthermore, there are
mismatch in the dates in the form and documents filed for increase in authorized capital which was approved by
shareholder in the Extra Ordinary General Meeting held on March 27, 2021. Further Issue undertaken through
Rights Issue for allotment done on January 31, 2014 has been taken from the minutes and the forms filed with the
Registrar of Companies, however, the bank statement was not traceable.

Other clerical errors have occurred regarding the dates of Board and General Meetings in various e-forms, and we
have not fully complied with Rule 7 of the Companies (The Registration Offices and Fees) Rules, 2014, in relation
to document signatures and the requirements of Section 12(3) of the Companies Act, 2013 regarding the company
letterhead. There have also been occasional delays in filing statutory forms, which were eventually completed
with the payment of additional fees as required by the RoC. While these late fees are relatively minor, if this
pattern continues, the cumulative impact on our cash flow could be significant.

To date, no show-cause notice has been issued regarding these matters. However, if the relevant authorities take
notice, there could be actions initiated against our company and its directors, potentially affecting both the
financial position of the company and its directors. Our Company has appointed a Company Secretary &
Compliance Officer for statutory compliances; however, it cannot be assured, that there will not be such instances
in the future, or our Company will not commit any further delays or defaults in relation to its reporting
requirements, or any penalty or fine will not be imposed by any regulatory authority in respect to the same.

24. We have experienced significant working capital requirements in past and may continue to experience in future
also. If we experience insufficient cash flows from our operations or are unable to borrow to meet our working
capital requirements, it may materially and adversely affect our business, cash flows and results of operations.

The successful operation of our business also relies on working capital, which is essential for various aspects,
including project operations, and may continue to do so in future also. However, changes in credit terms and
payment delays can adversely impact on our working capital, resulting in lower cash flows and increased funding
requirements. Inadequate financing of our working capital needs may arise due to several factors, inclusing delays
in disbursements under financing arrangements, higher interest rates, increased insurance costs, or borrowing and
lending restrictions. Such circumstances could have a material adverse effect on our overall business, financial
condition, and prospects.

Furthermore, our working capital requirements may escalate if certain contracts lack advance payment terms or
contain payment schedules that impose additional financial burdens. The combination of these factors places a
substantial demand on our working capital, making its management and optimization a critical aspect of our
business strategy. As such, we continually strive to enhance our financial management practices to effectively

51
 address working capital challenges. By closely monitoring credit terms, payment schedules, etc., we aim to
mitigate risks associated with fluctuations in working capital requirements. Additionally, prudent financial
planning, exploring diverse financing options and maintaining strong relationships with financial institutions are
key factors in managing our working capital efficiently. Despite our proactive measures, there can be no assurance
that working capital fluctuations will not impact on our business operations or financial performance.

The details of our working capital for the period ending on September 30, 2024 and financial year ended March
31, 2024, March 31, 2023 & March 31, 2022 are as under which is showing continuous increase:
(Rs. In Lakhs)
March 31, March 31, March 31, September March 31, March 31,
Particulars 2022 2023 2024 30, 2024 2025 2026
(Restated) (Restated) (Restated) (Restated) (Estimated) (Estimated)
Current Assets
Trade Receivables 1,657.19 1,994.53 2,313.59 2,526.58 2,687.07 3,127.59
Short-term Loans and
- - 5.00 - - -
Advances
Other Current Assets 836.00 377.62 862.29 1,144.51 985.52 1,181.49
Cash and Cash Equivalents 487.89 143.08 253.29 105.98 567.90 809.32
Total (A) 2,981.08 2,515.23 3,434.17 3,777.07 4,240.49 5,118.40

Current Liabilities
Short term borrowings 784.21 615.53 1,105.72 1,232.40 761.84 750.00
Trade Payables 598.66 620.79 734.71 516.98 731.20 980.89
Other Current Liabilities 672.45 557.54 660.62 599.27 625.09 593.67
Short-Term Provisions 101.74 158.16 168.06 259.61 261.22 393.38
Total (B) 2,157.06 1,952.02 2,669.11 2,608.26 2,379.35 2,717.94

Net Working Capital (A)-

824.02 563.21 765.06 1,168.81 1,861.14 2,400.46
(B)

Funding pattern:
Proceeds from IPO - - - - - 1,150.00
Internal Accruals/Borrowings
824.02 563.21 765.06 1,168.81 1,861.14 1,250.46
from Banks

We require a significant amount towards working capital requirements which is based on certain assumptions, and
accordingly, any change of such assumptions would result in changes to our working capital requirements. As a
result, we may continue to avail debt in the future to satisfy our working capital requirements. Our working capital
requirements may increase if we undertake larger or additional contracts or if payment terms do not include
borrowings, advance payments or such contracts have payment schedules that shift payments toward the end of a
project or otherwise increase our working capital burden.

25. We may not be able to adequately protect or continue to use our logo.

Our Company’s logo is not registered, however, we have filed the trademark
application for registering the logo of our Company.

52
 The registration of intellectual property including trademarks is a time-consuming process and there can be no
assurance that any registration applications we may pursue will be successful and that such registration will be
granted to us. If we fail to register the appropriate intellectual property, or our efforts to protect relevant intellectual
property prove to be inadequate, the value attached to our brand and proprietary rights could deteriorate, which
could have a material adverse effect on our business growth and prospects, financial condition, results of
operations, and cash flows.

Further, if any of our unregistered trademarks are registered in favor of a third party, we may not be able to claim
registered ownership of such trademarks and consequently, we may be unable to seek remedies for infringement
of those trademarks by third parties other than relief against passing off by other entities. If our application is
objected to, we will not have the right to use this trademark or prevent others from using this trademark or its
variations. Our inability to obtain or maintain this trademark in our business could adversely affect our reputation,
goodwill, business, prospectus and results of operations.

26. In addition to our existing indebtedness for our existing operations, we may incur further indebtedness during
the course of business. We cannot assure that we would be able to service our existing and/ or additional
indebtedness.

For the period ended on September 30, 2024 our Company’s total outstanding long term secured loans were Rs.
18.33 lakhs and short term secured loans were Rs. 648.64 lakhs. In addition to the indebtedness for our existing
operations, we may incur further indebtedness during the course of our business. We cannot assure you that we
will be able to obtain further loans at favorable terms. Increased borrowings, if any, may adversely affect our debt-
equity ratio and our ability to borrow at competitive rates. In addition, we cannot assure you that the budgeting of
our working capital requirements for a particular year will be accurate. There may be situations where we may
under-budget our working capital requirements, which may lead to delays in arranging additional working capital
requirements, loss of reputation and can cause an adverse effect on our cash flows and business.

Any failure to service our indebtedness or otherwise perform our obligations under our financing agreements
entered with our lenders or which may be entered into by our Company, could trigger cross default provisions,
penalties, acceleration of repayment of amounts due under such facilities which may cause an adverse effect on
our business, financial condition and results of operations. For details of our indebtedness, please refer to the
chapter titled ― “Financial Indebtedness” on page 258.

27. An inability to effectively manage project execution may lead to project delays which may affect our business
and results of operations.

Our business is dependent on our ability to effectively manage the execution of projects. An inability to effectively
manage our operations, including ineffective or inefficient project management procedures could increase our
costs and expenses, result in project delays and thereby affect our profitability. The effectiveness of our project
management processes and our ability to execute projects in a timely manner may be affected by various factors.

Additionally, in case of delay due to our fault or because of defective work done by us, clients may ask us to
rectify the defective work, or engage a third party to complete the work and deduct additional costs or charges
incurred for completion of the work from the project price payable to us. Such factors would have an effect on
our results of operations and financial condition.

28. Maintaining our Company image and reputation among existing and potential clients is critical to our success,
and any failure to do so could damage our reputation and brand.

Since many of our customer engagements involve highly tailored solutions, our corporate reputation is a vital
factor in our customers and potential customer determination of whether to continue engaging us or hire us for
prospective services. We believe that our Company and brand name and reputation are important corporate assets
that help distinguish our services from those of our competitors and also contribute to our efforts to recruit and
retain manpower.

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 However, our corporate reputation is susceptible to damage by various factors such as actions or statements made
by current or former employees or customer, competitors in legal proceedings, as well as members of the
investment community and the media. There is a risk that negative information about our Company, even if based
on false rumours or misunderstandings, could adversely affect our business. Any negative news relating to us
might also affect our reputation, goodwill and brand value. In particular, damage to our reputation could be
difficult and time-consuming to repair, especially due to the competitiveness in our industry, which could make
potential or existing customer reluctant to select us for new engagements, resulting in a loss of business, and could
adversely affect our employee recruitment and retention efforts. Damage to our reputation could also reduce the
value and effectiveness of our brand name, could reduce investor confidence in us, affect the price of our Equity
Shares and adversely affect our ability to grow our business and our results of operations and financial condition.

29. Our profitability, business and growth is significantly dependent on our ability to anticipate the industry and
client requirements and utilize our resources to enhance and develop our services that efficiently cater to our
customer’s specific requirements in a timely manner. Any failure on our part to do so, may have an impact on
our services, which could have an adverse effect on our revenue, reputation, financial conditions, results of
operations and cash flows.

The industry in which our Company operates is characterized by swift technological changes and dynamic sector
standards, as well as continuously evolving client needs, requirements, and preferences. The growth of our
Company is majorly reliant on our ability to anticipate, adapt, and respond efficiently to these changes in a timely
and an economic manner. Additionally, as our customer’s technologies, business, operations and requirements
grow, we expect them to face a fresh set of challenges. We are engaged in the business of providing technological
and digital solutions to our customers operating in various industries according to their specific needs and in order
to do the same we have to continuously improve our existing services portfolio and develop digital solutions
which make their use easier as well as time and cost effective.

Improvement of our existing offerings or the deployment of new offerings depends on several factors, including
the timely completion and customer acceptance of our offerings. Any enhancement to our existing offerings or
new offerings that we develop and introduce involves significant commitment of time and resources and is subject
to a number of risks and challenges including:

• ensuring the timely deployment of new offerings and features;

• adapting to emerging and evolving industry standards, technological developments by our competitors and
changing customer requirements;
• operating effectively with existing or newly introduced technologies, systems, or applications of our
existing and prospective clients;
• resolving defects, errors or bugs in our services;

Developing new solutions and enhancing existing solutions is an expensive and time consuming activity, and there
is no assurance that the outcome of such investment will result in new marketable solutions or enhancements to
the existing solutions our Company, cost savings or other expected benefits. Further, if we fail or are perceived to
fail to respond to the rapidly changing needs of our end-users by developing upgraded solutions and introducing
them on a timely basis, our competitive position, reputation and business prospects could be harmed.

Moreover, we cannot assure you that we will be able to achieve the technological advances that may be necessary
for us to remain competitive or that certain of our services will not become obsolete. Further, if we do not continue
to distinguish our services through distinctive, technologically advanced features and design, we could lose market
share, distinguish and our revenues and earnings could decline. We are also subject to the risks generally
associated with lack of market acceptance and failure of services to operate properly due to reasons beyond our
control.

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 We need to identify and understand the key market trends and evolving needs proactively and on a timely basis.
As a result, we may incur capital expenditure for the development of new services to meet the demands of the
markets. This could have a material adverse effect on our business, financial condition, results of operations and
future prospects.

30. Our pricing structures may not accurately anticipate the cost and complexity of performing our work and if we
are unable to manage costs successfully, then certain of our projects could be or become unprofitable.

We negotiate pricing terms with our clients utilizing a range of pricing structures and conditions. Our ability to
improve or maintain our profitability is dependent on managing our costs successfully. Our cost management
strategies include maintaining appropriate alignment between the demand for our services and our resource
capacity, optimizing the costs of service delivery through business process digitalization and deployment of
manpower, and effectively leveraging our sales and marketing and general and administrative costs. Our contracts
could yield lower profit margins than anticipated, if we do not accurately estimate the resources required, costs
and timing for completing projects, future rates of wage inflation and currency exchange rates, or if we fail to
complete our contractual obligations within the contracted timeframe.

In particular, any increased or unexpected costs, or wide fluctuations compared to our original estimates or delays,
or unexpected risks we encounter in connection with the performance of this work, including those caused by
factors outside of our control, could make these contracts less profitable or unprofitable, which could adversely
impact our profit margin.

31. The average cost of acquisition of Equity shares by our Promoters is lower than the Offer Price.

Our Promoter’s average cost of acquisition of Equity shares in our Company is lower than the Offer Price of
equity shares as given below:

Average Cost of Acquisition

S. No. Name of Promoters No. of Equity Shares held
per equity share (in Rs.) (1)
1. Rajiv Shukla 7,80,000 0.06
2. Rekha Shukla (2)
1,05,15,000 0.05
3. Rahul Shukla - -
(1)
The average cost of acquisition of Equity Shares by our Promoters has been calculated by taking into account
amount paid by them to acquire, by way of fresh issuance or transfer, the Equity Shares less amount received by
them for the sale of Equity Shares through transfer, if any and the net cost of acquisition has been divided by total
number of shares held as on date of the Draft Prospectus.
(2)
Rekha Shukla is the Selling Shareholder.

Note: Pursuant to the certificate dated January 03, 2025, issued by Statutory & Peer Review Auditor of our
Company, Sri Prakash & Co., Chartered Accountants vide UDIN:25539219BMKHTH3297.

32. Our business subjects us to risks in multiple countries where our subsidiary and our customers are situated.

Our customers, subsidiary and we are subject to risks that are specific to each country in which we operate, as
well as risks associated with carrying out business operations on an international scale, including the following,
the occurrence of any of which may adversely affect our business, results of operations, financial condition and
cash flows:

• Social, economic, political, geopolitical conditions and adverse weather conditions, such as natural disasters,
civil disturbance, terrorist attacks, war or other military action, which may adversely affect our business and
operations;
• Compliance with local laws, including legal constraints on ownership and corporate structure, environmental,
health, safety, labour and accounting laws, which may impose onerous and costly obligations on our
multinational customers;

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 • Changes in foreign laws, regulations and policies, including restrictions on trade, and tariffs and taxes,
intellectual property enforcement issues and changes in foreign trade and investment policies;
• Fluctuations in foreign currency exchange rates against the Indian Rupee;
• Variations in protection of intellectual property and other legal rights.

The company operates from India and has a Subsidiary in Delaware, United States, making it subject to various
international laws and regulations related to data privacy and technology transfer. Changes in these regulations or
noncompliance could result in facing legal penalties, loss of business opportunities, operational disruptions, and
reputational damage.

33. We face competition from both organized and unorganized players, as well as from domestic and global firms
within the IT industry. This competitive pressure could negatively impact our business operations and financial
condition.

In the rapidly evolving IT industry, competition is a significant challenge, as we face pressure from both organized
and unorganized players. Organized players are typically well-established firms with considerable resources, a
strong market presence, and advanced technological capabilities. These companies can offer innovative solutions,
leverage economies of scale, and maintain a large customer base. Their established brand reputation and vast
marketing budgets can dominate market share, leaving smaller or newer players like us struggling to compete. In
addition to organized players, we also face competition from unorganized firms. These businesses often operate
with lower overhead costs, which allows them to provide services at more competitive prices. Their lack of formal
structure, while a challenge for regulation, also enables them to be more agile and responsive to market changes.
This presents a direct threat to our market position, particularly in price-sensitive segments of the industry.

Moreover, the IT industry is not only influenced by domestic competition but also by global firms. As companies
from other countries expand their reach and capabilities, they bring in a new layer of competition, often with
access to more advanced technologies and larger budgets. These global competitors may offer services that are
not only cost-competitive but also superior in terms of innovation and quality, further intensifying the pressure we
face.

This combined competition from organized and unorganized local players, as well as global firms, places
substantial pressure on our business operations. It challenges our ability to maintain adversely affects our
profitability, financial condition and growth.

34. Our Promoters will retain majority shareholding in our Company following the Offer, which will allow them
to exercise significant influence over us and may cause us to take actions that are not in our or your best
interest.

After the Offer, our Promoters will continue to hold collectively [●] % of the post-offer equity share capital of the
Company. As a result of the same, they will be able to exercise significant influence over the control of the outcome
of the matter that requires approval of the majority shareholder’s vote. Such a concentration of the ownership may
also have the effect of delaying, preventing or deterring any change in the control of our company. In addition to
the above, our Promoters will continue to have the ability to take actions that are not in, or may conflict with our
interest or the interest of some or all of our minority shareholders, and there is no assurance that such action will
not have any adverse effect on our future financials or results of operations. The interests of our Promoters could
conflict with the interests of our other equity shareholders, and our Promoters could make decisions that materially
and adversely affect your investment in the Equity Shares.

35. Our Promoters, Directors and Key Managerial Personnel may have an interest in our Company other than
reimbursement of expenses incurred or normal remuneration or benefits.

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 Our Promoters, Directors and Key Managerial Personnel, may be deemed to be interested in our Company to the
extent of their shareholding, loan, commission & dividend entitlement, in addition to the regular remuneration or
benefits, reimbursements of expenses, equity shares held by them or their relatives, their dividend or bonus
entitlement, benefits arising from their directorship in our Company. Our Promoters, Director and Key Managerial
Personnel may also be interested to the extent of any transaction entered into by our Company with any other
company or firm in which they are directors or partners. For further details please refer to the paragraphs titled ―
“Interest of our Directors” in the chapter titled ― “Our Management”, the paragraphs titled ― “Interest of our
Promoter and Other Interests and Disclosures” in the chapter titled ― “Our Promoters and Promoter Group”,
“Financial Indebtedness” and “Restated Consolidated Financial Statements” beginning on pages 173, 191, 258,
and 197 respectively.

There can be no assurance that our Promoters, Directors and Key Management Personnel will exercise their rights
as shareholders to the benefit and best interest of our Company. Our Promoters and members of our Promoter
Group will continue to exercise significant control over our Company, including being able to control the
composition of our Board of Directors 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 Directors and
our Key Management Personnel 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, such as actions with respect to future capital
raising or acquisitions. We cannot assure you that our directors will always act to resolve any conflicts of interest
in our favour, thereby adversely affecting our business and results of operations and prospects.

36. 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 avoid frauds. 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.

37. We may be unable to perform background verification procedures on our employees prior to placing them with
our customers. Any instances of illegal or fraudulent activities by such personnel may have an adverse effect
on our reputation, results of operations, cash flows and business prospects.

We conduct background verification procedures on our employees before hiring. However, due to the high volume
of personnel we engage and occasional limitations in obtaining reliable information, we may not always complete
verifications for every individual. Instances where provided information is false, incomplete, or unverifiable can
lead to inaccuracies in these checks.

As a result, there is a risk of hiring personnel who may lack adequate qualifications, a proven track record, or who
have a history of illegal or unethical activities. Should any such employee engage in misconduct or corruption
during their service, it could harm our credibility, lead to increased attrition, degrade service quality, and strain
customers relationships. Such incidents may negatively impact our reputation, results of operations, cash flows,
and overall business prospects.

38. We are exposed to the risk of delays or non-payment by our customers and other counterparties, which may
also result in cash flow mismatches.

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 We are exposed to counter party credit risk in the usual course of our business dealings with our clients or other
counterparties who may delay or fail to make payments or perform their other contractual obligations. The
financial condition of our clients, business partners, and other counterparties may be affected by the performance
of their business which may be impacted by several factors including general economic conditions. We cannot
assure you of the continued viability of our counterparties or that we will accurately assess their creditworthiness.
We also cannot assure you that we will be able to collect the whole or any part of any overdue payments. Any
material non-payment or non-performance by our clients, business partners, suppliers or other counterparties
could affect our financial condition, results of Operations and cash flows. An increase in defaults by our customers
may compel us to utilize greater amounts of our operating working capital and result in increased interest costs,
thereby adversely affecting our business including results of operations, liquidity, financial performance and cash
flows.

For further details of our business and clients, please refer chapter titled “Our Business” and “Management’s
Discussion & Analysis of Financial Condition and Result of Operations” beginning on page 137 and 237.

39. Our Promoter has extended personal guarantees with respect to various loan facilities availed by our Company.
Revocation of any or all of these personal guarantees may adversely affect our business operations and
financial condition.

Our Promoter has extended certain personal guarantees in favour of certain banks / financial institutions with
respect to various facilities availed by our Company from them. In the event any of these guarantees are revoked,
our lenders may require us to furnish alternate guarantees or may demand repayment of the outstanding amounts
under the said facilities sanctioned or may even terminate the facilities sanctioned to us. There can be no assurance
that our Company will be able to arrange such alternative guarantees in a timely manner or at all. Further, if our
lenders enforce any of the restrictive covenants or exercise their options under the relevant debt financing
arrangement, our operations and use of assets may be significantly hampered and lenders may demand the
payment of the entire outstanding amount and this in turn may also affect our further borrowing abilities thereby
adversely affecting our business and operations. For further details please refer to the chapter titled “Financial
Indebtedness” on page 258.

40. Absence of supporting documentation for the acquisition and takeover a going concern in the name and style
of M/s Globtier Infotech, a Proprietorship Concern of our Promoter, Mr. Rajiv Shukla.

Our journey in the IT services sector began in 2004 with the establishment of M/s Globtier Infotech, a
proprietorship firm of our Promoter, Mr. Rajiv Shukla. As the business grew, Mr. Rajiv Shukla envisioned a
formal corporate structure, one that could support expansion and cater to a broader array of clients. This led to the
incorporation of Globtier Infotech Private Limited on March 31, 2012, that was formed to acquire and takeover a
going concern in the name and style of M/s Globtier Infotech, a Proprietorship Concern, as per the original
Memorandum of Association of our Company. We have believed that the journey of the Proprietorship Firm has
been initiated on the basis of IEC code issued on November 01, 2004. However, supporting documentation to
substantiate this acquisition, takeover and going concern is not traceable, creating a gap in the records. This
includes missing agreements and formal records that would confirm the takeover of the proprietorship.

41. Our Company does not have sanction letters of certain secured and unsecured loans availed by our Company.

Our Company has not been able to obtain Sanction Letters for certain loans it has availed, which include both
secured and unsecured loans. Specifically, these loans comprise unsecured business loans from various Non-
Banking Financial Companies (NBFCs) and banks, vehicle loans, and one secured loan from HDFC Bank. The
absence of Sanction Letters is primarily due to historical challenges in record keeping and documentation
associated with these financial arrangements. Despite this, the loan related figures disclosed in the Restated
Consolidated Financial Statements have been compiled based on available data, including repayment schedules
and other supporting information provided by the management.

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 For a details of the Company’s borrowings and financial liabilities, please refer to the chapter titled “Financial
Indebtedness” on page 258 of this Draft Prospectus.

42. Educational qualification degrees of our Promoters, Mr. Rajiv Shukla and Ms. Rekha Shukla are not traceable.

Our Promoters, Mr. Rajiv Shukla and Ms. Rekha Shukla, both graduated from the University of Lucknow, with
Mr. Rajiv Shukla holding a Bachelor of Science and Ms. Rekha Shukla holding a Bachelor of Arts. Despite
thorough efforts, the original degree certificates for their respective Bachelor's degrees are not traceable. To ensure
transparency and mitigate any potential concerns, we have obtained a notarized affidavit from both Promoters
affirming their academic qualifications.

43. Our lenders have impose certain restrictive conditions on us under our financing arrangements. Our inability
to meet our obligations, including financial and other covenants under our debt financing arrangements could
adversely affect our business, financial condition, results of operations and cash flows.

Our financing agreements generally include various conditions and covenants that require us to obtain lender
consents and/ or intimate the respective lender prior to carrying out certain activities and entering into certain
transactions such as formulation of any scheme of amalgamation or reconstruction, availing any credit facility or
accommodation from any bank or financial institution etc.

Our financing arrangements are secured by way of creating a charge over our movable, immovable properties and
directors’ immovable properties. In the event if we default in repayment of the loans / facilities availed by us and
any interest thereof, our properties may be forfeited by lenders, which in turn could have significant adverse effect
on business, financial condition or results of operations. Any such breach or failure in the future to comply with
covenants and obligations under our financing arrangements could result in our lenders taking actions against us.
It may be possible for a lender to assert that we have not complied with all applicable terms under our existing
financing documents. Further we cannot assure that we will have adequate funds at all times to repay these credit
facilities and may also be subject to demands for the payment of penal interest. For further information, please
refer section titled “Financial Indebtedness” on page 258.

Breaches of our financing arrangements, including the aforementioned terms and conditions, in the future may
result in the termination of the relevant credit facilities, levy of penal interest, having to immediately repay our
borrowings, and enforcement of security. We may be restricted from obtaining alternative financing by the terms
of our existing or future debt instruments. Any acceleration of amounts due under our facilities may also trigger
cross default provisions under our other financing agreements. Any of these circumstances could adversely affect
our business, credit ratings, prospects, results of operations and financial condition.

44. We have entered into certain related party transactions in the past and may continue to do so in the future.

We have entered into transactions with related parties in the past and from, time to time, we may enter into related
party transactions in the future. All related party transactions that we may enter into post-listing, will be subject
to an approval by our Audit Committee, Board, or Shareholders, as required under the Companies Act and the
SEBI Listing Regulations. Such related party transactions in the future or any other future transactions may
potentially involve conflicts of interest which may be detrimental to the interest of our Company and we cannot
assure you that such transactions, individually or in the aggregate, will always be in the best interests of our
minority shareholders and will not have an adverse effect on our business, financial condition, results of
operations, cash flows and prospects.

For information regarding the related party transactions, see “Restated Consolidated Financial Statements” on
page 197 of this Draft Prospectus.

45. Our insurance coverage may not adequately protect us from all material risks and liabilities.

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 Our operations are subject to certain hazards in relation to the risk including faced by our employees, conduct of
our employees and security personnel, risk of equipment failure, theft, burglary, vandalism, fire, earthquakes,
flood and other force majeure events, acts of terrorism and explosions, including hazards that may cause injury
and loss of life, severe damage to and the destruction of property, equipment that is in our possession and
environmental damage. For further details of the insurance coverage, kindly refer to the section titled, “Insurance”
under the chapter titled, “Our Business” on page 137 of the Draft Prospectus. It's important to note that we
currently do not possess a Key Men Insurance policy for our Key Managerial Persons.

We may not have identified every risk and further may not be insured against every risk, including operational
risks that may occur, and the occurrence of an event that causes losses more than the limits specified in our
policies, or losses arising from events or risks not covered by insurance policies or due to the same being
inadequate. Any of the above could materially harm our financial condition and future results of operations and
cash flows. There can be no assurance that any claims filed will be honoured fully or in a timely fashion under
our insurance policies. In addition, we may not be able to renew certain of our insurance policies upon their
expiration, either on commercially acceptable terms or at all. Notwithstanding the insurance coverage that we
carry, we may not be fully insured against certain business risks. There are many events that could significantly
impact our operations, or expose us to third-party liabilities, for which we may not be adequately insured.

In addition, our insurance coverage expires from time to time. We apply for the renewal of our insurance coverage
in the normal course of our business, but we cannot assure you that such renewals will be granted in a timely
manner, at acceptable cost, or at all. Our inability to maintain adequate insurance cover in connection with our
business could adversely affect our operations and profitability. To the extent that we suffer loss or damage as a
result of events for which we are not insured, or which is not covered by insurance, or exceeds our insurance
coverage or where our insurance claims are rejected, the loss would have to be borne by us and our results of
operations, financial performance and cash flows could be adversely affected.

For further information on the insurance policies availed by us, see “Our Business - Insurance” on beginning on
page 137. While we believe that we have obtained insurance against losses which are most likely to occur in our
line of business, there may be certain losses which may not be covered by the insurance policies, which we have
not ascertained as on the date. Therefore, we cannot assure you that we will continue to accurately ascertain and
maintain adequate insurance policies for losses that may be incurred in the future. Further, we cannot assure you
that any insurance claim made by us in the future will be honoured fully, in part or on time.

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

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.

47. The requirement of funds in relation to the objects of the Offer has not been appraised by any banks/
institutions.

We intend to use the proceeds of the Offer for the purposes described in the section titled “Objects of the Offer”
on page 98. The objects of the Offer have not been appraised by any bank or financial institution. These are based
on management estimates and current conditions and are subject to changes in external circumstances or costs, or
in other financial condition, business or strategy. Based on the competitive nature of the industry, we may have
to revise our management estimates from time to time and consequently our funding requirements may also
change. The deployment of the funds towards the objects of the offer is entirely at the discretion of the Board of
Directors/Management and is not subject to monitoring by external independent agency. However, the
deployment of funds is subject to monitoring by our Audit Committee. Any inability on our part to effectively
utilize the Offer proceeds could adversely affect our financials.

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48. Unsecured loans taken by our Company can be recalled at any time.

Any unsecured loans taken by us may be recalled at any time. As on September 30, 2024 we had availed unsecured
loans amounting to Rs. 764.70 Lakhs. Existing unsecured loans may be recalled at any time at the option of the
lender. There can be no assurance that the lenders will not recall such borrowings or if we will be able to repay
the loans advanced to us in a timely manner. In the event that any lender seeks repayment of any such loan, we
would need to find alternative sources of financing, which may not be available on commercially reasonable
terms. As a result, if such unsecured loans are recalled at any time, it may adversely affect our financial condition
and results of operations.

49. 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.

50. We may not be successful in executing our strategy to increase sales of our offerings to new and existing large
enterprise clients, our operating results may suffer.

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 external and internal factors including 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.

51. Industry information included in the Draft Prospectus has been derived from industry reports from various
websites. There can be no assurance that such financial and other industry information is either complete or
accurate.

We have relied on the reports of independent third party on public websites for purposes of inclusion of such
information in this Draft Prospectus. These reports are subject to various limitations and based upon certain
assumptions that are subjective in nature. We have not independently verified data and have not obtained any
consents from concerned person for 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 Draft Prospectus.

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 In view of the foregoing, you may not be able to seek legal recourse for any losses resulting from undertaking any
investment in the Offer pursuant to reliance on the information in this Draft Prospectus based on, or derived from,
various websites. You should consult your own advisors and undertake an independent assessment of information
in this Draft Prospectus based on, or derived from, the various sources before making any investment decision
regarding the Offer. See “Our Industry” on page 126.

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

The funds that we receive would be utilized for the Objects of the Offer as has been stated in the chapter “Objects
of the Offer” beginning on page 98 of this Draft Prospectus. The proposed schedule of implementation of the
objects of the Offer 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 Offer, 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.

53. We will not receive any proceeds from the Offer for Sale. The Selling Shareholders will receive the net proceeds
from the Offer for Sale.

The Offer consists of a Fresh Issue and an Offer for Sale. The Offer for Sale will comprise approximately 10% of
the Offer. The Selling Shareholders will be entitled to the Net Proceeds from the Offer for Sale, which comprises
proceeds from the Offer for Sale net of Offer Expenses shared by the Selling Shareholders, and we will not receive
any proceeds from the Offer for Sale. Accordingly, to such extent, our Promoters may be interested in the Offer
in connection with the Equity Shares offered by the Promoters’ Group Selling Shareholder in the Offer for Sale.

54. We have not made any alternate arrangements in order to meet our Objects of the Offer. Additionally, we have
not identified any alternate source of financing the ‘Objects of the Offer. Any shortfall in raising / meeting the
same could adversely affect our growth plans, operations and financial performance.

We have not entered into any definitive arrangements to utilize portions of the Net Proceeds of the Offer. We
have not identified any alternate source of funding and hence any failure or delay on our part to mobilize the
required resources or any shortfall in the Offer proceeds may delay the implementation schedule. We therefore,
cannot assure that we would be able to execute the expansion process within the given timeframe, or within the
costs as originally estimated by us. Any time overrun or cost overrun may adversely affect our growth plans and
profitability. For further details, please refer to section titled "Objects of the Offer" on page 98.

55. Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements,
including prior shareholders’ approval.

As the offer size shall be less than Rs. 10,000 lacs, under Regulation 262 of the SEBI ICDR Regulations it is not
required that a monitoring agency be appointed by our Company for overseeing the deployment and utilization of
funds raised through this Offer. Therefore, the deployment of the funds towards the Objects of this Offer is entirely
at the discretion of our Board of Directors and is not subject to monitoring by an external independent agency.
Our Board of Directors along with the Audit Committee will monitor the utilization of the Offer proceeds and
shall have the flexibility in applying the proceeds of this Offer.

We propose to utilize the Net Proceeds towards the objects of the Company as mentioned in chapter titled “Objects
of the Offer” beginning on page 98. At this stage, we cannot determine with any certainty if we would require the
Net Proceeds to meet any other expenditure or fund any exigencies arising out of competitive environment,
business conditions, economic conditions or other factors beyond our control. In accordance with the Companies
Act, 2013 and the SEBI ICDR Regulations, we cannot undertake any variation in the utilization of the Net
Proceeds without obtaining the shareholders’ approval through a special resolution. In the event of any such

62
 circumstances that require us to undertake variation in the disclosed utilization 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 Promoters would be liable to provide an exit opportunity to shareholders who do not agree with our
proposal to change the objects of the Offer or vary the terms of such contracts, at a price and manner as prescribed
by SEBI. Additionally, the requirement of our Promoters to provide an exit opportunity to such dissenting
shareholders may deter the Promoters from agreeing to the variation of the proposed utilisation of the Net
Proceeds, even if such variation is in the interest of our Company. Further, we cannot assure you that the Promoters
or the controlling shareholders of our Company will have adequate resources at their disposal at all times to enable
them to provide an exit opportunity at the price prescribed by SEBI.

In light of these factors, we may not be able to vary the objects of the Offer to use any unutilized proceeds of the
Offer, if any, even if such variation is in the interest of our Company. This may restrict our Company’s ability to
respond to any change in our business or financial condition, if any, which may adversely affect our business and
results of operations.

56. Our ability to pay dividends in the future may be affected by any material adverse effect on our future earnings,
financial condition or cash flows.

Our ability to pay dividends in future will depend on our earnings, financial condition and capital requirements.
Our business is working capital intensive and declaration of dividend will depend upon financial performance of
our Company at the time of declaration. We may be unable to pay dividends in the near or medium term. Our
Company has not declared dividends in the past three years and there can be no assurance that our Company will
declare dividends in the future. For further details, please refer to the chapter titled “Dividend Policy” on page
196 of the Draft Prospectus.

57. Our Company’s future funding requirements, in the form of further issue of capital or other securities and/or
loans that might be availed by us, may turn out to be prejudicial to the interest of the shareholders depending
upon the terms and conditions on which they are raised.

We may require additional capital from time to time depending on our business needs. Any further issue of Equity
Shares or convertible securities would dilute the shareholding of the existing shareholders and such issuance may
be done on terms and conditions, which may not be favourable to the then existing shareholders. If such funds are
raised in the form of loans or debt or preference shares, then it may substantially increase our fixed
interest/dividend burden and decrease our cash flows, thus adversely affecting our business, results of operations
and financial condition.

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

The funds that we receive would be utilized for the Objects of the Offer as has been stated in the chapter “Objects
of the Offer” on page 98 of the Draft Prospectus. The proposed schedule of implementation of the objects of the
Offer 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 Offer, we may have to revise our business, development
and working capital plans resulting in unprecedented financial mismatch and this may adversely affect our
revenues and results of operations.

59. The requirements of being a public listed company may strain our resources and impose additional
requirements.

63
 We are not a listed Company and have not, historically, been subjected to the increased scrutiny of our affairs by
shareholders, regulators and the public at large that is associated with being a listed company. As a listed company,
we will incur legal, accounting, corporate governance and other expenses that we did not incur as an unlisted
company. We will be subject to the listing agreements with the Stock Exchange and compliances of SEBI (LODR)
Regulations which will require us to file audited annual and unaudited half yearly results and limited review
reports with respect to our business and financial condition. If we experience any delays, we may fail to satisfy
our reporting obligations and/or we may not be able to readily determine and accordingly report any changes in
our results of operations as promptly as other listed companies which may adversely affect the financial position
of the Company.

As a listed company, we will need to maintain and improve the effectiveness of our disclosure controls and
procedures and internal control over financial reporting, including keeping adequate records of daily transactions
to support the existence of effective disclosure controls and procedures, internal control over financial reporting
and additional compliance requirements under the Companies Act, 2013. In order to maintain and improve the
effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant
resources and management oversight will be required. As a result, management’s attention may be diverted from
other business concerns, which could adversely affect our business, prospects, financial condition and results of
operations. In addition, we may need to hire additional legal and accounting staff with appropriate listed company
experience and technical accounting knowledge which will lead to increased operational costs and we cannot
assure you that we will be able to do so in a timely manner. The increased cost of meeting these compliance
requirements could place further strain on our financial resources, impacting our profitability.

60. We cannot assure that prospective investors will be able to sell immediately on an Indian stock exchange any
of the Equity Shares they purchase in the Offer.

In accordance with Indian law and practice, final approval for listing and trading of our Equity Shares will not be
granted until after certain actions have been completed in relation to this Offer and until our Equity Shares have
been issued and allotted. Such approval will require the submission of all other relevant documents authorizing
the issuance of our Equity Shares. In accordance with current regulations and circulars issued by SEBI, our Equity
Shares are required to be listed on the Stock Exchanges within a prescribed time. Accordingly, we cannot assure
you that the trading in our Equity Shares will commence in a timely manner or at all and there could be a failure
or delay in listing our Equity Shares on the Stock Exchanges, which would adversely affect your ability to sell
our Equity Shares.

61. The Offer price of our Equity Shares may not be indicative of the market price of our Equity Shares after the
Offer and the market price of our Equity Shares may decline below the offer price and you may not be able to
sell your Equity Shares at or above the Offer Price.

The Offer Price of the equity shares has been based on many factors and may not be indicative of the market price
of our Equity Shares after the Offer. For further information please refer the section titled “Basis for Offer Price”
beginning on page 123 of the Draft Prospectus. The market price of our Equity Shares could be subject to
significant fluctuations after the Offer in case of unfavourable situation it may decline below the Offer Price. We
cannot assure you that you will be able to sell your Equity Shares at or above the Offer Price.

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

Under current Indian tax laws, capital gains arising from the sale of equity shares within 12 months in an Indian
company are classified as short-term capital gains and generally taxable. Any gain realized on the sale of listed
equity shares on a stock exchange that are held for more than 12 months is considered as long-term capital gains
and is taxable at 12.50%, in excess of Rs. 1.25 lakhs. Any long-term gain realized on the sale of equity shares,
which are sold other than on a recognized stock exchange and on which no STT has been paid, is also subject to
tax in India. Capital gains arising from the sale of equity shares are exempt from taxation in India where an
exemption from taxation in India is provided under a treaty between India and the country of which the seller is

64
 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 to pay tax in India as well as in their own jurisdiction on a gain on the
sale of equity shares.

EXTERNAL RISK FACTORS

63. An outbreak of infectious or virulent diseases, if uncontrolled, may have an adverse effect on our business
results of operations and financial condition.

An outbreak of infectious or virulent diseases, such as severe acute respiratory syndrome, the COVID-19 virus,
the H1N1 virus, avian influenza (bird flu), the Zika virus or the Ebola virus, if uncontrolled, may have a material
adverse effect on our operations. If any of our employees or the employees of our customers are infected with
such diseases or if a signification portion of our workforce refuses to work for fear of contracting an infectious
disease, our Company and/or our customers may be required to shut down operations for a period of time, and
this could adversely affect our business, results of operations and financial condition. In addition, our revenue and
profitability could be impacted to the extent that a natural disaster, health epidemic or other outbreak harms the
Indian and global economy in general.

Moreover, our revenue and profitability may be impacted if such an outbreak harms the Indian and global
economy. For instance, during the wave of COVID-19, our operations were temporarily slowed due to nationwide
lockdowns. As a result, any present or future outbreak of a contagious disease could have an adverse effect on our
business and the trading price of the Equity Shares.

64. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws, may
adversely affect our business and financial performance.

The regulatory and policy environment in which we operate is evolving and subject to change. Such changes may
adversely affect our business, results of operations and prospects, to the extent that we are unable to suitably
respond to and comply with any such changes in applicable law and policy. For example, the Government of India
implemented a comprehensive national goods and services tax (“GST”) regime with effect from July 01, 2017,
that combined multiple taxes and levies by the Central and State Governments into a unified tax structure. Our
business and financial performance could be adversely affected by any unexpected or onerous requirements or
regulations resulting from the amendment of GST or any changes in laws or interpretation of existing laws, or the
promulgation of new laws, rules and regulations relating to GST. The Government has enacted the GAAR which
have come into effect from April 01, 2017.

The Government of India has announced the union budget for Fiscal 2024 and the Ministry of Finance has notified
the Finance Act, 2023 (“Finance Act”). There is no certainty on the impact that the Finance Act may have on our
business and operations or on the industry in which we operate. We cannot predict whether any amendments made
pursuant to the Finance Act would have a material adverse effect on our business, financial condition and results
of operations. Unfavorable changes in or interpretations of existing, or the promulgation of new, laws, rules and
regulations including foreign investment and stamp duty laws governing our business and operations could result
in us being deemed to be in contravention of such laws and may require us to apply for additional approvals. Any
such decisions in future or any further changes in interpretation of laws may have an impact on our results of
operations. Further, the Personal Data Protection Bill, 2019 (“PDP Bill”) was introduced to propose a legal
framework governing the processing of personal data. However, the PDP Bill has been withdrawn on August 3,
2022 and the Ministry of Electronics and Information Technology, Government of India (“MoEIT”) has submitted
a new Digital Personal Data Protection Bill, 2022 before the Parliament.

We may incur increased costs and other burdens relating to compliance with such new requirements, which may
also require significant management time and other resources, and any failure to comply may adversely affect our
business, results of operations and prospects. Uncertainty in the applicability, interpretation or implementation of
any amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a

65
 limited body, of administrative or judicial precedent may be time consuming as well as costly for us to resolve
and may impact the viability of our current businesses or restrict our ability to grow our businesses in the future.

65. Foreign investors are subject to foreign investment restrictions under Indian law.

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 Price of shares is not in compliance with such pricing
guidelines or reporting requirements or fall under any of the exceptions, 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 or a tax clearance
certificate from the income tax authority. We cannot assure you that any required approval from the RBI or any
other Government agency can be obtained on any particular terms or at all.

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

Any adverse revisions to India’s credit ratings international debt by international rating agencies may adversely
affect our ability to raise additional overseas financing and the interest rates and other commercial terms at which
such additional financing is available. This could have an adverse effect on our ability to fund our growth on
favorable terms or at all, and consequently adversely affect our business and financial performance and the price
of our Equity Shares.

67. 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,
changesin Government policy, taxation, social and civil unrest and other political, economic or other developments
in or affectingIndia. 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 economicconditions in India, generally, and our business, prospects, financial condition and results
of operations, in particular.

68. 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 ofour business. 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 and spending. 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.

69. If inflation were to rise in India, we might not be able to increase the prices of our services at a proportional
rate in order to pass costs on to our customers and our profits might decline.

Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India has
experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest rates and
increased costs to our business, including increased costs of salaries, and other expenses relevant to our business.

66
 High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our costs.
Any increase in inflation in India can increase our expenses, which we may not be able to pass on to our customers,
whether entirely or in part, and the same may adversely affect our business and financial condition. In particular,
we might not be able to reduce our costs or increase our rates to pass the increase in costs on to our customers. In
such case, our business, results of operations, cash flows and financial condition may be adversely affected.

Further, the GoI has previously initiated economic measures to combat high inflation rates, and it is unclear
whether these measures will remain in effect. There can be no assurance that Indian inflation levels will not worsen
in the future.

70. Natural calamities and force majeure events could have a negative impact on the Indian economy and cause
our 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.

71. 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 ourcontrol, could have a material adverse effect on India’s economy and our business. Incidents such as
the terrorist attacks and other acts of violence may adversely affect the Indian stock markets where our Equity
Shares will trade as well as 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.

72. A slowdown in economic growth in India could adversely affect our business.

The structure of the Indian economy has undergone considerable changes in the last decade. These include the
increasing importance of external trade and of external capital flows. Any slowdown in the growth of the Indian
economy or any future volatility in global commodity prices could adversely affect our business, financial
condition and results of operations. India’s economy could be adversely affected by a general rise in interest rates,
fluctuations in currency exchange rates, adverse conditions affecting housing, tourism and electricity prices or
various other factors. Further, conditions outside India, such as slowdowns in the economic growth of other
countries, could have an impact on the growth of the Indian economy and government policy may change in
response to such conditions. The Indian economy and financial markets are also significantly influenced by
worldwide economic, financial and market conditions. Any financial or political turmoil or war especially in the
United States, Europe or China or Asian emerging market countries, may have an impact on the Indian economy.
Although economic conditions differ in each country, investors’ reactions to any significant developments in one
country can have adverse effects on the financial and market conditions in other countries. A loss of investor
confidence in the financial systems, particularly in other emerging markets, may cause increased volatility in
Indian financial markets, and could have an adverse effect on our business, financial condition and results of
operations and the price of the Equity Shares.

73. Financial instability in both Indian and international financial markets could adversely affect our results of
operations and financial condition.

67
The Indian market and the Indian economy are influenced by economic and market conditions in other countries,
including conditions in the United States, Europe and certain emerging economies in Asia. Financial turmoil in
Asia, Russia and elsewhere in the world in recent years has adversely affected the Indian economy. Any worldwide
financial instability may cause increased volatility in the Indian financial markets and, directly or indirectly,
adversely affect the Indian economy and us. Although economic conditions vary across markets, loss of investor
confidence in one emerging economy may cause increased volatility across other economies, including India.
Financial instability in other parts of the world could have a global influence and thereby negatively affect the
Indian economy. Financial disruptions could materially and adversely affect our business prospects, financial
condition, results of operations and cash flows. Further, economic developments globally can have a significant
impact on our principal markets. Concerns related to a trade war between large economies may lead to increased
risk aversion and volatility in global capital markets and consequently have an impact on the Indian economy and
could result in a period of sustained instability across global financial markets, induce volatility in prices, increase
borrowing costs, cause outflow of capital from emerging markets and may lead to overall slowdown in economic
activity in India.

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 SECTION IV – INTRODUCTION

THE OFFER

The following table summarizes the Offer details: -

Particulars Details of Equity Shares

Offer of Equity Shares by our Up to 50,00,000 equity shares of face value of Rs 10/- each
Company (1) aggregating up to Rs. [●] Lakhs.
Offer Consists of:
Up to 44,99,200 equity shares of face value of Rs 10/- each at a
Fresh Issue (2)
price of Rs. [●], per equity share each aggregating to Rs [●] Lakhs.
Up to 5,00,800 equity shares of face value of Rs 10/- each at a price
Offer for Sale (3)
of Rs. [●] per equity share each aggregating to Rs. [●] Lakhs.
Which Comprises of:
Up to 2,51,200 Equity Shares of face value of Rs. 10/- each fully
Market Maker Reservation Portion paid up of the Company for cash at price of Rs. [●] /- per Equity
Share aggregating to Rs. [●] Lakhs.
Up to 47,48,800 Equity Shares of face value of Rs.10/- each fully
Net Offer to the Public* paid up of the Company for cash at price of Rs. [●]/- per Equity
Share aggregating to Rs. [●] Lakhs.
Of Which:
23,74,400 Equity Shares of Rs.10 each fully paid-up of our
Company for cash at a price of Rs. [●] per Equity Share
A. Retail Individual Investors
aggregating to Rs. [●] Lakhs will be available for allocation to
Retail Individual Investors
23,74,400 Equity Shares of Rs.10 each fully paid-up of our
B. Other than Retail Individual Investors Company for cash at a price of Rs. [●] per Equity Share
(including Non Institutional Investors aggregating to Rs. [●] Lakhs will be available for allocation to
and Qualified Institutional Buyers) investor other than Retail Individual Investors (including Non-
Institutional Investors and Qualified Institutional Buyers)
Pre and Post Offer Equity Shares:
Equity Shares outstanding prior to the
Offer as on the date of the Draft 1,13,10,000 Equity Shares of face value of Rs. 10/- each
Prospectus
Equity Shares outstanding after the
Up to 1,58,09,200 Equity Shares of face value of Rs. 10/- each
Offer*
Utilization of Net Proceeds by our See chapter titled “Objects of the Offer” beginning on page 98 of
Company this Draft Prospectus.
*
Assuming Full Allotment

(3)
This Offer is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from
time to time. For further details, please see the section titled “Offer Information” beginning on page 286 of
this Draft Prospectus.

(4)
The present Offer has been authorized pursuant to a resolution of our Board dated December 10, 2024 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 with a shorter notice on December 11, 2024.

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(5)
The Offer for Sale has been authorized by the Selling Shareholder, as detailed below:

Name of Selling Shareholder Date of Consent Letter No. of Equity Shares Offered
Rekha Shukla December 21, 2024 5,00,800

The Selling Shareholder has confirmed that the Equity Shares proposed to be offered and sold in the Offer
are eligible in term of SEBI (ICDR) Regulations and that they have not been prohibited from dealings in
securities market and the Equity Shares offered and sold are free from any lien, encumbrance or third-party
rights. The Promoter Selling Shareholder has also severally confirmed that they are the legal and beneficial
owners of the Equity Shares being offered by them under the Offer for Sale.

For further details refer to the chapter titled “Offer Structure” beginning on page 293 of this Draft Prospectus.

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70
 SUMMARY OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS

ANNEXURE - I
CONSOLIDATED STATEMENT OF ASSETS & LIABILITIES, AS RESTATED

(All amounts in ₹ lacs, unless otherwise stated)

As at and For the year ended on march 31st
For the
Annexure period
PARTICULARS
No. ended on 2024 2023 2022
Sep 30,
2024
EQUITY AND LIABILITIES
Shareholders’ Funds
a) Share Capital I.1 377.00 377.00 377.00 377.00
b) Reserves & Surplus 1.2 1,350.54 1,078.89 705.30 370.28
Total Shareholder's Fund 1,727.54 1,455.89 1,082.30 747.28
Non-Current Liabilities
a) Long Term Borrowings 1.3 199.28 154.43 190.19 275.46
b) Deferred Tax Liability - - - -
c) Other Non-Current Liabilities - - - -
d) Long term Provisions 1.5 39.35 34.51 76.84 24.75
Total Non-Current Liabilities 238.63 188.94 267.03 300.21
Current Liabilities
a) Short Term Borrowing I.3 1,232.40 1,105.72 615.53 784.21
b) Trade Payables I.6
i) total outstanding dues to micro and
94.38 - - -
small Enterprises
ii) total outstanding dues to creditors
422.60 734.71 620.79 598.66
other than micro and small Enterprises
c) Other Current Liabilities 1.7 599.27 660.62 557.54 672.45
d) Short‐Term Provisions 1.8 259.61 168.06 158.16 101.74
Total Current Liabilities 2,608.26 2,669.11 1,952.02 2,157.06

TOTAL EQUITY AND LIABILITIES 4,574.43 4,313.94 3,301.35 3,204.55

Assets
Non‐Current Assets
a) Property, Plant, Equipment and
Intangible Assets
i) Property, Plant and Equipment I.9 147.69 150.00 123.23 75.34
ii) Intangible Assets 425.21 507.14 15.97 10.15
iii) Work-In-Progress - - 399.76 -
Total 572.90 657.14 538.96 85.49
b) Deferred tax assets (net) I.4 23.18 21.39 46.16 26.98
c) Long Term Loans & Advances I.10 200.00 200.00 200.00 200.00
d) Other Non - current Assets I.11 1.28 1.24 1.00 1.00
Total Non- Current Assets 797.36 879.77 786.12 223.47
Current Assets
1. Current Investments - - - -
2. Inventories - - - -
3. Trade Receivables I.12 2,526.58 2,313.59 1,994.53 1,657.19
4. Cash and Bank Balances 1.13 105.98 253.29 143.08 487.89

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 5. Short‐Term Loans and Advances I.14 - 5.00 - -
6. Other Current Assets I.15 1,144.51 862.29 377.62 836.00
Total Current Assets 3,777.07 3,434.17 2,515.23 2,981.08

TOTAL ASSETS 4,574.43 4,313.94 3,301.35 3,204.55

Note: The above statement should be read with the significant accounting policies and notes on financial
statements appearing in annexure IV & V respectively.

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 ANNEXURE - II
CONSOLIDATED STATEMENT OF PROFIT & LOSS, AS RESTATED

(All amounts in ₹ lacs, unless otherwise stated)

As at and for For the year ended on March 31st
Annexure the period
Particulars
No. ended on Sep 2024 2023 2022
30, 2024
I Revenue from Operations II.1 4,128.12 8,817.59 8,624.49 6,890.99
II Other Income II.2 0.04 8.93 37.00 15.82
III Total Income (I+II) 4,128.16 8,826.52 8,661.49 6,906.81
IV Expenditure
(a) Employee Benefit Expenses II.3 2,322.72 4,903.97 4,302.89 4,036.21
(b) Other Expenses II.4 1,224.46 3,157.68 3,650.85 2,469.80
V. Total Expenses 3,547.18 8,061.65 7,953.74 6,506.01

VI. Profit Before Interest, 580.98 764.87 707.75 400.80

Depreciation and Tax
VII. Depreciation and amortization I.5 118.17 85.35 95.77 49.48
expense
VIII Profit Before Interest and Tax 462.81 679.52 611.98 351.32
(VI-VII)
IX Financial Charges II.6 99.90 161.21 155.30 159.44
X Profit Before Exceptional and 362.91 518.31 456.68 191.88
Extraordinary Items and Taxes
(VIII-IX)
XI Exceptional Items - Prior year - - - -
items
XII Profit Before Extraordinary 362.91 518.31 456.68 191.88
Items and Taxes (X-XI)
XIII Extraordinary Items - - - -
XIV Share in Profit/(loss) of - - - -
associates
XIV Profit Before Tax (XII-XIII) 362.91 518.31 456.68 191.88

XV Tax Expenses II.7

Current tax 93.05 119.70 140.84 75.54
Current tax for earlier year - 0.25 - -
Deferred tax charge/ (benefit) (1.79) 24.77 (19.18) (2.44)
Total tax Expenses 91.26 144.72 121.66 73.10
Net Profit/(Loss) for the Year (XIV- 271.65 373.59 335.02 118.78
XV)
Basic and Diluted Equity Per Share 7.21 9.91 8.89 3.15

Note: The above statement should be read with the significant accounting policies and notes on financial
statements appearing in annexure IV & V respectively.

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 ANNEXURE - III
CONSOLIDATED STATEMENT OF CASH FLOW, AS RESTATED

(All amounts in ₹ lacs, unless otherwise stated)

As at and For the year ended on March
For the 31st
period
PARTICULARS
ended on
Sep 30, 2024 2023 2022
2024
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit Before Tax as per Profit & Loss A/c 362.91 518.31 456.68 191.88
Adjusted for :
a. Depreciation 118.17 85.35 95.77 49.48
b. Interest Expenses & Finance Cost 99.90 161.21 155.30 159.44
c. Unrealised foreign currency (gain)/loss - 3.74 14.84 3.61
c. Interest Income (0.04) (5.19) (21.07) (11.86)
Operating profit before working capital changes 580.94 763.42 701.52 392.55
Adjusted for :
a. Decrease / ( Increase ) in Trade Receivable (212.19) (322.80) (352.19) (547.92)
b. Decrease / ( Increase ) in Long Term Loans and Advances - - (90.00) (100.80)
c. Decrease / ( Increase ) in Other Non Current Assets (0.04) (0.24) - (1.00)
d. Decrease / ( Increase ) in Short Term Loans and Advances 5.00 (5.00) - -
e. Decrease / ( Increase ) in Other Assets (475.33) (686.62) 634.23 (799.29)
f. Increase / ( Decrease ) in Trade Payables (217.73) 113.92 22.13 245.34
g. Increase / (Decrease) in Short Term Provisions (1.51) 31.04 (8.88) 26.20
h. Increase / (Decrease) in Long Term Provisions 4.84 (42.33) 52.10 24.75
i. Increase / ( Decrease ) in Other current Liabilities (61.36) 103.09 (114.94) 336.49
Cash generated from operations
Net Income Tax (Paid)/Refund 193.11 60.86 (251.39) 379.69
Net Cash Generated/(Used) From Operating Activities (A) (185.06) 15.34 592.58 (43.27)
B. CASH FLOW FROM INVESTING ACTIVITES
a. (Purchase) Sale of Fixed Assets including capital advance (33.92) (203.54) (549.21) (56.91)
b. Interest & Other Income 0.04 5.19 21.07 11.86
Net Cash Generated/(Used) From Investing Activities (33.88) (198.35) (528.14) (45.05)

C. CASH FLOW FROM FINANCING ACTIVITES

a. Interest & Finance Cost (99.90) (161.21) (155.30) (159.44)
b. ( Repayments ) / proceeds of long term borrowings 44.85 (35.76) (85.27) 31.75
c. ( Repayments ) / proceeds of short term borrowings 126.68 490.19 (168.68) 590.47
Net Cash Generated/(Used) From Financing Activities (C) 71.63 293.22 (409.25) 462.78
Net Increase / ( Decrease ) in cash and cash equivalents (147.32) 110.21 (344.81) 374.46
Cash and cash equivalents at the beginning of the year 253.29 143.08 487.89 113.43
Cash and cash equivalents at the end of the year 105.98 253.29 143.08 487.89
Note:
1) The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in Accounting
Standard-3 ‘Cash Flow Statement’. Previous year’s figures have been regrouped/ rearranged/ recasted
wherever necessary to make them comparable with those of current year.
2) Note: The above statement should be read with the significant accounting policies and notes on financial
statements appearing in annexure IV & V respectively.

74
 GENERAL INFORMATION

Our Company was incorporated as “Globtier Infotech Private Limited” under the provisions of the Companies
Act, 1956, pursuant to certificate of incorporation dated March 31, 2012 issued by the Registrar of Companies,
National Capital Territory of Delhi and Haryana. Further, our Company shifted its Registered Office from the
State of Delhi to Uttar Pradesh and a fresh Certificate of Incorporation dated February 19, 2021 was issued by
Registrar of Companies, Kanpur. Subsequently, our Company was converted into public limited company under
the provisions of Companies Act, 2013, pursuant to the approval accorded by our Shareholders at the Extra-
ordinary General Meeting held on August 02, 2024. Consequently, the name of our Company was changed to
“Globtier Infotech Limited” and a fresh Certificate of Incorporation consequent upon conversion from a private
limited company to a public limited company was issued to our Company by the Central Processing Centre on
September 18, 2024. The registered office of our company is situated at B-67, 3rd Floor, Sector 67, Gautam Buddha
Nagar, Noida, Uttar Pradesh, India, 201301.
For details of Incorporation, Change of Name and Registered Office of our Company, see the chapter titled “Our
History and Certain Other Corporate Matters” beginning on page 163 of this Draft Prospectus.
REGISTERED OFFICE OF OUR COMPANY
GLOBTIER INFOTECH LIMITED
B-67, 3rd Floor, Sector 67, Gautam Buddha Nagar,
Noida - 201301, Uttar Pradesh, India
Tel: +91 120 3129384
Fax: +91 120 3129384
Email: [email protected]
Website: www.globtierinfotech.com
Corporate Identification Number: U72900UP2012PLC142156
Registration Number: 142156
REGISTRAR OF COMPANIES

REGISTRAR OF COMPANIES, KANPUR

37/17, Westcott Building, The Mall, Kanpur-208001, Uttar Pradesh
Website: www.mca.gov.in
DESIGNATED STOCK EXCHANGE
SME Platform of BSE Limited (“BSE SME”)
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai-400001, Maharashtra
BOARD OF DIRECTORS OF OUR COMPANY

Sr.
Name Age DIN Address Designation
No.
Flat Number 220, Manhatan 10,
1. Mahagun Moderne, Sector 78, Chairman &
Rajiv Shukla 62 02653008
Gautam Buddha Nagar, Noida, Managing Director
Uttar Pradesh – 201301

75
 Sr.
Name Age DIN Address Designation
No.
Flat Number 220, Manhatan 10,
2. Mahagun Moderne, Sector 78,
Rekha Shukla 56 02656755 Executive Director
Gautam Buddha Nagar, Noida,
Uttar Pradesh – 201301
1015, Eternia, Mahagun Mezzaria,
3. Non- Executive
Rahul Shukla 32 08578849 Sector 78, Noida, Gautam Buddha
Director
Nagar, Uttar Pradesh, 201301
Flat No. 522, Manhattan-11,
4. Mahagun Moderne, Sector-78, Non- Executive
Shardul Sangal 50 10771098
Noida, Gautam Buddha Nagar, Director
Uttar Pradesh – 201301
Flat No. 111, Tower 1, Project
Plam Olympia, Plot No GH 02, Non-Executive &
5. Manoj Kumar Jain 68 07944446 Sector 16C, Noida West, Noida, Independent
Greater Noida, Gautam Buddha Director
Nagar, Uttar Pradesh – 201308
A-3/302, Tower 3, Silver City,
Non-Executive &
6. Purvnchal, Salarpur, Maharishi,
Rajesh Srivastava 66 03248594 Independent
Sector 93, Gautam Buddha Nagar,
Director
Noida, Uttar Pradesh – 201304
For further details of our Directors, please refer to the chapter titled “Our Management” beginning on page 173
of this Draft Prospectus.
COMPANY SECRETARY AND COMPLIANCE OFFICER
VANI AGGARWAL
GLOBTIER INFOTECH LIMITED
B-67, 3rd Floor, Sector 67, Gautam Buddha Nagar,
Noida - 201301, Uttar Pradesh, India
Tel: +91 120 3129384
Fax: +91 120 3129384
Email: [email protected]
INVESTOR GRIEVANCES
Investors may contact our Company Secretary and Compliance Officer and/ or the Registrar to the Offer
in case of any Pre‐Offer or Post‐Offer related grievances, such as non ‐ receipt of letters of allotment, non ‐
credit of allotted Equity Shares in the respective beneficiary account, non ‐ receipt of refund orders or
unblocking of ASBA Account, etc. For all the Offer related queries and for redressal of complaints,
Investors may also write to the Lead Manager:
All Offer related grievances may be addressed to the Registrar to the Offer 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 UPI 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.

76
All grievances relating to Applications submitted through Registered Brokers may be addressed to the Stock
Exchanges with a copy to the Registrar to the Offer. The Registrar to the Offer shall obtain the required information
from the SCSBs for addressing any clarifications or grievances of ASBA Applicants.
CHIEF FINANCIAL OFFICER
SANDEEP GUPTA
GLOBTIER INFOTECH LIMITED
B-67, 3rd Floor, Sector 67, Gautam Buddha Nagar,
Noida - 201301, Uttar Pradesh, India
Tel: +91 120 3129384
Fax: +91 120 3129384
Email: [email protected]
LEAD MANAGER TO THE OFFER
SHANNON ADVISORS PRIVATE LIMITED
902, IX Floor, New Delhi House,
27, Barakhamba Road, Connaught Place,
New Delhi, 110001
Tel: +91 11 42758011
Contact Person: Pavan Kumar Agrawal/ Shivani Mehra
Email: [email protected]
Investor Grievance ID: [email protected]
Website: www.shannon.co.in
SEBI Registration No.: INM000013174

REGISTRAR TO THE OFFER

SKYLINE FINANCIAL SERVICES PRIVATE LIMITED

D-153A, First Floor, Okhla Industrial Area,

Phase-I, New Delhi 110020

Tel: 011-40450193-197

Fax: 011-26812683

Contact Person: Anuj Rana

Email: [email protected]

Investor Grievance ID: [email protected]

Website: www.skylinerta.com

SEBI Registration No.: INR000003241

77
LEGAL ADVISOR TO THE OFFER
CHIR AMRIT LEGAL LLP
6th Floor, Unique Destination, Opp. Times of India,
Tonk Road, Jaipur – 302015, Rajasthan
Tel: +91 141 4044500
E-mail: [email protected]
Website: www.chiramritlaw.com
Contact Person: Harsha Totuka
STATUTORY AND PEER REVIEW AUDITOR
SRI PRAKASH & Co.
Chartered Accountants
Unit No. 3, G19 Basement, Lajpat Nagar-III, New Delhi - 110024
Tel: 011 – 47564199
E-mail: [email protected]
Contact Person: CA Kanupriya Bathla
Firm Registration No.: 002058C
Peer Review Certificate No.: 017886
Membership No.: 539219
M/s Sri Prakash & Co., Chartered Accountants holds a peer review certificate effective August 04, 2024, issued
by Institute of Chartered Accountants of India.
BANKER TO THE COMPANY
HDFC BANK LIMITED
H1 A/12 Sector 63, Noida- 201301, Uttar Pradesh
Tel: +91 9999551152
E-mail: [email protected]
Website: www.hdfcbank.com
Contact Person: Deepak Agrawal
BANKER TO THE OFFER / REFUND BANK / SPONSOR BANK
[●] PRIVATE LIMITED
[●]
Tel: [●]
Fax: [●]
Contact Person: [●]
Email: [●]
Investor Grievance ID: [●]
Website: [●]

78
SELF CERTIFIED SYNDICATE BANKS
Self – Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be
prescribed by SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder (other
than a RII using the UPI Mechanism), not bidding through Syndicate/Sub Syndicate or through a Registered
Broker, RTA or CDP may submit the Bid cum Application Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such other
websites as may be prescribed by SEBI from time to time.
SCSBs eligible as Issuer Banks and mobile applications enabled for the UPI Mechanism
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 only apply through the SCSBs and mobile applications using the UPI handles specified 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&intmId=43 respectively, as
updated from time to time.
Syndicate SCSB Branches
In relation to Bids (other than Bids by RIIs) submitted to a member of the Syndicate, the list of branches of the
SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum Application
Forms from the members of the Syndicate is available on the website of the SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35, which may be and
updated from time to time or any such other website as may be prescribed by SEBI from time to time. For more
information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations,
see the website of the SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35 or any such other website
as may be prescribed by SEBI from time to time.
Registered Brokers
Applicants can submit Application Forms in the Offer using the stock broker’s network of the Stock Exchanges,
through the Registered Brokers at the Broker Centers. The list of the Registered Brokers, eligible to accept ASBA
forms, including details such as postal address, telephone number, and email 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
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes.
Registrar and Share Transfer Agents
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as
address, telephone number, and e-mail address, are provided on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA 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 Application Forms from the Designated Intermediaries will
be available on the website of the SEBI (www.sebi.gov.in) on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, and updated from time to time.

79
INTER-SE ALLOCATION OF RESPONSIBILITIES
Shannon Advisors Private Limited is the sole Lead Manager to this Offer and all the responsibilities relating to
co-ordination and other activities in relation to the Offer shall be performed by them and hence a statement of
inter-se allocation of responsibilities is not required.

CREDIT RATING
As the Offer is of Equity Shares, the appointment of a credit rating agency is not required.
IPO GRADING
Since the Offer is being made in terms of Chapter IX of the SEBI (ICDR) Regulations there is no requirement of
appointing an IPO Grading agency.
DEBENTURE TRUSTEE
As this is an Offer consisting only of Equity Shares, the appointment of a debenture trustee is not required.
MONITORING AGENCY
Since the proceeds from the Fresh Issue does not exceed Rs. 10,000 Lakhs in terms of Regulation 262(1) of the
SEBI ICDR Regulations, our Company is not required to appoint a monitoring agency for the purposes of this
Offer. 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 Offer.
APPRAISING AUTHORITY
The objects of the Offer and deployment of funds are not appraised by any independent agency/ bank/ financial
institution.
GREEN SHOE OPTION
No green shoe option is contemplated under the Offer.
FILING OF THIS DRAFT PROSPECTUS
The Draft Prospectus and Prospectus shall be filed on SME Platform of BSE Limited.
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 the material contracts and documents required to be filed under Section 26 of the
Companies Act, 2013 will be filed to the Registrar of Companies, Kanpur at least (3) three working days prior
from the date of opening of the Offer.
UNDERWRITER
Our Company and Lead Manager to the Offer hereby confirm that the Offer is 100% Underwritten. The
underwriting agreement is dated December 26, 2024 and pursuant to the terms of the underwriting agreement;
obligations of the underwriter are subject to certain conditions specified therein. The underwriter has indicated
their intention to underwrite following number of specified securities being offered through this Offer.

80
 (Amount In Rs. Lakhs)
Indicative Number % of the Total
Amount
Name and Address of the Underwriter of Equity shares to Offer Size
Underwritten
be Underwritten* Underwritten
SHANNON ADVISORS PRIVATE LIMITED
902, IX Floor, New Delhi House,
27, Barakhamba Road, Connaught Place,
New Delhi, 110001
Tel: +91 11 42758011 7,52,000 [●] 15.04
Contact Person: Pavan Kumar Agrawal / Shivani Mehra
Email: [email protected]
Website: www.shannon.co.in
SEBI Registration No.: INM000013174
NIKUNJ STOCK BROKERS LIMITED
A-92, G.F. Left Portion, Kamla Nagar,
New Delhi-110007
Tel: 011-47030018 / 9810655378
42,48,000 [●] 84.96
Contact Person: Anshul Aggarwal
Email: [email protected]
Website: www.nikunjonline.com
SEBI Registration No.: INZ000169335
Total 50,00,000 [●] 100.00
*Includes upto 2,51,200 Equity shares of the Market Maker Reservation Portion which are to be subscribed by
the Market Maker in order to ensure compliance with the requirements of Regulation 261 of the SEBI (ICDR)
Regulations, 2018, as amended.
In the opinion of the Board of Directors of the Company, the resources of the above mentioned underwriter are
sufficient to enable them to discharge their respective underwriting obligations in full.
CHANGES IN AUDITORS
The following changes have taken place in the Auditor during the last three years preceding the date of Draft
Prospectus:

S. No. Name of the Auditor Date of Change Reason

1. M/s Panwar & Associates

Chartered Accountants
C-92 1st Floor, Sector-10, Noida,
Resignation due to pre-
Uttar Pradesh – 201301 March 15, 2024
occupation.
Membership no.: 524232
FRN: 016541C
PAN: AUGPP7491J
2. Sri Prakash & Co.
Chartered Accountants
Unit No. 3, G19 Basement, Lajpat Nagar-III,
Appointment of Auditor in
New Delhi – 110024 April 05, 2024
case of casual vacancy.
Membership no.: 539219
FRN: 002058C
PAN: AAIFS9352B

81
EXPERT OPINION
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent from the Statutory and Peer Review Auditor namely, Sri Prakash &
Co., Chartered Accountants to include their name as required under Section 26(1)(a)(v) of the Companies Act,
2013 in this Draft Prospectus and as “Expert” as defined under section 2(38) of the Companies Act, 2013 in respect
to their Report on Restated Consolidated Financial Statements dated December 21, 2024, 2024 and Report on
Statement of Tax Benefits dated January 03, 2025 and issued by them, included in this Draft Prospectus and such
consent has not been withdrawn as on the date of this Draft Prospectus.
However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
DETAILS OF THE MARKET MAKING ARRANGEMENT
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 fulfill the obligations of Market Making) dated
December 26, 2024to ensure compulsory Market Making for a minimum period of three years from the date of
listing of equity shares issued in this Offer.
NIKUNJ STOCK BROKERS LIMITED
A-92, G.F. Left Portion, Kamla Nagar, New Delhi-110007
Tel: 011-47030018 / 9810655378
Email: [email protected]
Website: www.nikunjonline.com
Investor Grievance ID: [email protected]
Contact Person: Anshul Aggarwal
SEBI Registration No.: INZ000169335
Nikunj Stock Brokers Limited, registered with SME Platform of BSE Limited (BSE-SME) 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.
The Market Maker shall fulfill the applicable obligations and conditions as specified in the SEBI (ICDR)
Regulations, and its amendments from time to time and the circulars issued by Stock Exchange and SEBI in this
matter from time to time.
Following is a summary of the key details pertaining to the Market Making arrangement:
1. The Market Maker(s) (individually or jointly) 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. Further, the Market Maker(s)
shall inform the Exchange in advance for each and every black out period when the quotes are not being
offered by the Market Maker(s).
2. The Prices quoted by Market Maker shall be in compliance with the Market Maker Spread Requirements and
other particulars as specified or as per the requirements of SME Platform of BSE and SEBI from time to time.
3. The minimum depth of the quote shall be Rs. 1,00,000/-. However, the investors with holdings of value less
than Rs. 1,00,000/- shall be allowed to offer their holding to the Market Maker(s) (individually or jointly) 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.

82
4. After a period of three (3) months from the market making period, the market maker would be exempted to
provide quote if the Shares of market maker in our Company reaches to 25 % of Offer Size (including
5,00,800 Equity Shares out to be allotted under this Offer). Any Equity Shares allotted to Market Maker under
this Offer over and above 25% Equity Shares would not be taken in to consideration of computing the
threshold of 25% of Offer Size. As soon as the Shares of market maker in our Company reduce to 24% of
Offer Size, the market maker will resume providing 2-way quotes.
5. There shall be no exemption/threshold on downside. However, in the event the market maker exhausts his
inventory through market making process, SME Platform of BSE may intimate the same to SEBI after due
verification.
6. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker(s), for the
quotes given by him.
7. There would not be more than five Market Makers for a script at any point of time and the Market Makers
may compete with other Market Makers for better quotes to the investors.
8. 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.
9. The Market maker may also be present in the opening call auction, but there is no obligation on him to do so.
10. 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.

11. The Market Maker(s) shall have the right to terminate said arrangement by giving a six months’ notice or on
mutually acceptable terms to the Merchant Banker, who shall then be responsible to appoint a replacement
Market Maker(s) and execute a fresh arrangement. In case of termination of the above mentioned Market
Making agreement prior to the completion of the compulsory Market Making period, it shall be the
responsibility of the LM to arrange for another Market Maker 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, 2018, as amended. Further our Company and the LM reserve the right to appoint other Market
Makers 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 five or as specified by the relevant laws and
regulations applicable at that particulars point of time.

12. Risk containment measures and monitoring for Market Makers: Stock Exchange will have all margins,
which are applicable on BSE 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.

13. The shares of the Company will be traded in continuous trading session from the time and day the company
gets listed on SME Platform of BSE and market maker will remain present as per the guidelines mentioned
under BSE and SEBI circulars.
14. Punitive Action in case of default by Market Makers: SME Platform of BSE Limited (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 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

83
 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.
15. Price Band and Spreads: 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.

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

Buy quote exemption threshold Re-Entry threshold for buy quote

Offer Size (including mandatory initial (including mandatory initial
inventory of 5% of the Offer Size) inventory of 5% of the Offer Size)
Up to Rs. 20 Crore 25% 24%
Rs. 20 to Rs. 50 Crore 20% 19%
Rs. 50 to Rs. 80 Crore 15% 14%
Above Rs. 80 Crore 12% 11%

16. The SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20, 2012, has laid down that
for Offer size up to Rs. 250 crores, the applicable price bands for the first day shall be:
• In case equilibrium price is discovered in the Call Auction, the price band in the normal trading session
shall be 5% of the equilibrium price.
• In case equilibrium price is not discovered in the Call Auction, the price band in the normal trading
session shall be 5% of the Offer price.

Additionally, the trading shall take place in TFT segment for first 10 days from commencement of trading.
The following spread will be applicable on the SME Exchange Platform.

S. No. Market Price Slab (in Rs.) Proposed Spread (in % to Sale Price)
1. Up to 50 9
2. 50 to 75 8
3. 75 to 100 7
4. Above 100 6

THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK

84
 CAPITAL STRUCTURE

The share capital of our Company as of the date of this Draft Prospectus before and after the Offer is set forth
below:
(Rs. In Lakhs except share data)
Aggregate Value
Sr. No Particulars
Face Value Offer Price*

A AUTHORISED SHARE CAPITAL

1,60,00,000 Equity Shares of face value of Rs. 10 each 1600.00 -

B ISSUED, SUBSCRIBED AND PAID UP SHARE

CAPITAL PRIOR TO THE OFFER

1,13,10,000 fully paid up Equity Shares of face value of Rs.

1131.00 -
10 each

C PRESENT OFFER IN TERMS OF THIS DRAFT

PROSPECTUS

Offer of Up to 50,00,000 Equity Shares of face value of Rs.

500.00 [●]
10 each

Which comprises of:

Fresh Issue of up to 44,99,200 Equity Shares (1) 449.92 [●]

Offer for Sale of up to 5,00,800 Equity Shares (2) 50.08 [●]

Reservation for Market Maker Portion

2,51,200 Equity Shares of face value of Rs.10 each at a price 25.12 [●]
of Rs. [●] per Equity Share reserved as Market Maker
Portion.

Net Offer to Public

Net Offer to Public of up to 47,48,800 Equity Shares of face 474.88 [●]

value of Rs. 10 each at a price of Rs. [●] per Equity Share
to the Public.

Of which: (3)

23,74,400 Equity Shares of face value of Rs.10 each at a price

of Rs. [●] per Equity Share will be available for allocation to 237.44 [●]
Retail Individual Investors

23,74,400 Equity Shares of face value of Rs.10 each at a price

of Rs. [●] per Equity Share will be available for allocation to 237.44 [●]
Non-Institutional Investors

85
 D ISSUED, SUBSCRIBED AND PAID UP EQUITY
SHARE CAPITAL AFTER THE OFFER

Up to 1,58,09,200 Equity Shares of face value of Rs. 10 each 1580.92

E SECURITIES PREMIUM ACCOUNT

Before the Offer Nil

After the Offer (4) [●]

(1)
The present Offer has been authorized by the Board of Directors of the Company vide a resolution passed at
its meeting held on December 10, 2024 and by the shareholders of our Company vide a Special Resolution
passed under Section 62 (1)(c) of the Companies Act, 2013 at the Extraordinary General Meeting held at a
shorter notice on December 11, 2024.

(2)
The Offer for Sale has been authorized by the Selling Shareholder, as detailed below:

Name of Selling Shareholder Date of Consent Letter No. of Equity Shares Offered
Rekha Shukla December 21, 2024 5,00,800

The Selling Shareholder has confirmed that the Equity Shares proposed to be offered and sold in the Offer
are eligible in term of SEBI (ICDR) Regulations and that they have not been prohibited from dealings in
securities market and the Equity Shares offered and sold are free from any lien, encumbrance or third-party
rights. The Promoter Selling Shareholder has also severally confirmed that they are the legal and beneficial
owners of the Equity Shares being offered by them under the Offer for Sale.

(3)
Allocation to all categories shall be made on a proportionate basis subject to valid Applications received at
or above the Offer 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.

(4)
To be finalized upon determination of the Offer Price.

Classes of Shares
Our Company has only one class of share capital i.e. Equity Shares of face value of Rs.10/- each only. All Equity
Shares issued are fully paid-up. Our Company has no outstanding convertible instruments as on the date of this
Draft Prospectus.
NOTES TO THE CAPITAL STRUCTURE:
1. History of change in authorized Equity Share capital of Our Company

• The Initial Authorized Share Capital of the company at the time of incorporation was Rs. 1,00,000/-
(Rupees One Lakhs only) divided into 10,000 (Ten Thousand) Equity Shares of face value of Rs. 10/-
each.

• The Authorized Share Capital of Rs. 1,00,000/- (Rupees One Lakhs only) consisting of 10,000 (Ten
Thousand) Equity shares of face value of Rs. 10/- each was increased to Rs. 10,00,000/- (Rupees Ten
Lakhs Only) consisting of 1,00,000 (One Lakh) Equity Shares of face value of Rs. 10/- each pursuant to
Shareholders Resolution passed at the Extra Ordinary General Meeting held on September 02, 2013.

86
 • The Authorized Share Capital of Rs. 10,00,000/- (Rupees Ten Lakhs Only) consisting of 1,00,000 (One
Lakh) Equity Shares of face value of Rs. 10/- each was increased to Rs. 25,00,000/- (Rupees Twenty
Five Lakhs only) consisting of 2,50,000 (Two Lakh Fifty Thousand) Equity shares of face value of Rs.
10/- each pursuant to Shareholders Resolution passed at the Extra Ordinary General Meeting held on
January 20, 2017.

• The Authorized Share Capital of Rs. 25,00,000/- (Rupees Twenty Five Lakhs only) consisting of 2,50,000
(Two Lakh Fifty Thousand) Equity shares of face value of Rs. 10/- was increased to Rs. 5,00,00,000/-
(Rupees Five Crore only) consisting of 50,00,000 (Fifty Lakh) Equity shares of face value of Rs. 10/-
each pursuant to Shareholders Resolution passed at the Extra Ordinary General Meeting held on March
27, 2021.

• The Authorized Share Capital of Rs. 5,00,00,000/- (Rupees Five Crore only) consisting of 50,00,000
(Fifty Lakh) Equity shares of face value of Rs. 10/- each was increased to Rs. 16,00,00,000/- (Rupees
Sixteen Crore only) consisting of 1,60,00,000 (One Crore Sixty Lakh) Equity shares of face value of Rs.
10/- each pursuant to Shareholders Resolution passed at the Extra Ordinary General Meeting held on
July 09, 2024.

2. Equity Share Capital History:

Cumulative Cumulative
No. of
Date of Face Issue Nature of Nature of No. of Paid up
Shares
Allotment Value Price Allotment Consideration Shares Capital
Allotted
(in Rs.) (in Rs.)
On Subscription
10,000 10 10 Cash 10,000 1,00,000
Incorporation to MOA (1)

January 31, Further Issue

62,500 10 10 Cash 72,500 7,25,000
2014 of Shares (2)

March 30, Other than

36,97,500 10 - Bonus Issue (3) 37,70,000 3,77,00,000
2021 Cash

November Other than

75,40,000 10 - Bonus Issue (4) 1,13,10,000 11,31,00,000
20, 2024 Cash

(1)
Initial Subscribers to Memorandum of Association hold 10,000 Equity Shares each of face value of Rs. 10/-
each fully paid up as per the details given below:
Sr. No. Name of Person No. of Shares Allotted

1. Rekha Shukla 5,000

2. Rajiv Shukla 5,000

Total 10,000

87
(2)
The Company allotted 62,500 Equity Shares of face value of Rs. 10/- each at par through Further Issue / rights
issue of Shares as per the details given below:
Sr. No. Name of Person No. of Shares Allotted

1. Rekha Shukla 62,500

Total 62,500

(3)
The Company allotted 36,97,500 Equity Shares as Bonus Shares of face value of Rs. 10/- each in the ratio of
51 Equity Shares for every 1 Equity Share held as per the details given below:
Sr. No. Name of Person No. of Shares Allotted

1. Rekha Shukla 34,42,500

2. Rajiv Shukla 2,55,000

Total 36,97,500

(4)
The Company allotted 75,40,000 Equity Shares as Bonus Shares of face value of Rs. 10/- each in the ration
of 2 Equity Shares for every 1 Equity Share held as per the details given below:
Sr. No. Name of Person No. of Shares Allotted

1. Rekha Shukla 70,10,000

2. Rajiv Shukla 5,20,000

3. Dipak Dabral 2,000

4. Denis Narendra Kumar 2,000

5. Rukmani Pandey 2,000

6. Shyamu Tiwari 2,000

7. Mehak Bhatia 2,000

Total 75,40,000

3. Issue of Equity Shares for consideration other than cash

Number
Face Issue Nature of No. of
Date of of Reasons for
value Price Considera Allottees Shares
allotment Equity allotment
(Rs.) (Rs.) tion Allotted
Shares
Bonus issue
Rekha Shukla 34,42,500
March 30, Other than of Equity
36,97,500 10 Nil
2021 cash Shares in the
Rajiv Shukla 2,55,000
ratio of 51:1
Total 36,97,500

88
 Number
Face Issue Nature of No. of
Date of of Reasons for
value Price Considera Allottees Shares
allotment Equity allotment
(Rs.) (Rs.) tion Allotted
Shares
Rekha Shukla 70,10,000
Rajiv Shukla 5,20,000
Bonus issue
Dipak Dabral 2,000
November Other than of Equity
75,40,000 10 Nil Denis Narendra Kumar 2,000
20, 2024 cash Shares in the
Rukmani Pandey 2,000
ratio of 2:1
Shyamu Tiwari 2,000
Mehak Bhatia 2,000
Total 75,40,000

No benefits have accrued to the Company out the above issuances.

4. We have not issued any Equity Shares out of revaluation reserves or in terms of any scheme approved under
Sections 391- 394 of the Companies Act 1956 and / or Sections 230-234 of the Companies Act, 2013.
5. Our Company doesn’t have any Employee Stock Option Scheme (hereinafter called as “ESOP”) / Employee
Stock Purchase Scheme (hereinafter called as “ESPS”) for our employees and we do not intent to allot any
shares to our employees under ESOP and ESPS from the proposed offer. As and when options are granted to
our employees under the ESOP scheme, our company shall comply with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021.
6. As on date of this Draft Prospectus, our Company has 7 shareholders.
7. We have not re-valued our assets since inception and have not issued any equity shares (including bonus
shares) by capitalizing any revaluation reserves.
8. Our Company has not issued any equity shares lower than the Offer Price during the preceding 1 (one) year
except as stated below:

Number
Face Issue Nature of Reasons No. of
Date of of
value Price Considera for Allottees Shares
allotment Equity
(Rs.) (Rs.) tion allotment Allotted
Shares
Rekha Shukla 70,10,000

Rajiv Shukla 5,20,000

Bonus
issue of Dipak Dabral 2,000
November Other than Equity
75,40,000 10 Nil Denis Narendra Kumar 2,000
20, 2024 cash Shares in
the ratio of Rukmani Pandey 2,000
2:1
Shyamu Tiwari 2,000

Mehak Bhatia 2,000

Total 75,40,000

89
9. Details of shareholding of promoters:
A. Rajiv Shukla

Face
Issue / Post-
Date of No. of value Pre-offer No. of % of
Acquisition Nature of offer
Allotment/ Equity per sharehol Shares Shares
/ Transfer Transactions sharehol
Transfer Shares Share ding % Pledged Pledged-
price (Rs.) ding %
(Rs.)
On Subscription
5,000 10 10 0.04 [●] 0 0.00
Incorporation to MOA
March 30, 2021 2,55,000 10 - Bonus Issue 2.26 [●] 0 0.00
November 20,
5,20,000 10 - Bonus Issue 4.60 [●] 0 0.00
2024
Total 7,80,000 6.90

B. Rekha Shukla

Face
Issue / Post-
Date of No. of value Pre-offer No. of % of
Acquisition Nature of offer
Allotment/ Equity per sharehol Shares Shares
/ Transfer Transactions sharehold
Transfer Shares Share ding % Pledged Pledged
price (Rs.) ing %
(Rs.)
On Subscription
5,000 10 10 0.04 [●] 0 0.00
Incorporation to MOA
January 31, Further
62,500 10 10 0.55 [●] 0 0.00
2014 Issue
March 30,
34,42,500 10 - Bonus Issue 30.44 [●] 0 0.00
2021
March 28,
(5,000) * 10 40.00 Transfer (0.04) [●] 0 0.00
2024
November
70,10,000 10 - Bonus Issue 61.98 [●] 0 0.00
20, 2024
Total 1,05,15,000 92.97 [●]
*Rekha Shukla transferred One Thousand (1000) share each to Dipak Dabral, Denis Narendra Kumar, Rukmani
Pandey, Shyamu Tiwari and Mehak Bhatia.

10. Our Promoter Group, Directors and their immediate relatives have not purchased/sold Equity Shares of the
Company during last 6 months.
11. Our Promoters have confirmed to the Company and the Lead Manager that the Equity Shares held by our
Promoters have been financed from their personal funds or their internal accruals, as the case may be, and no
loans or financial assistance from any bank or financial institution has been availed by him for this purpose.
12. There are no financing arrangements whereby the Promoter Group, the Directors of our Company and their
relatives have financed the purchase by any other person of securities of the issuer other than in the normal
course of the business of the financing entity during the period of six months immediately preceding the date
of filing offer document with the Stock Exchange.

90
13. Details of Promoter’s Contribution locked in for three years:
Pursuant to Regulation 236 and 238 of SEBI (ICDR) Regulations, 2018, an aggregate of 20.00% of the post
Offer capital held by our Promoters shall be considered as Promoter’s Contribution (“Promoters
Contribution”) and shall be locked-in for a period of three years from the date of allotment of Equity shares
offered pursuant to this Offer. The lock in of Promoter’s Contribution would be created as per applicable law
and procedure and details of the same shall also be provided to the Stock Exchange before listing of the
Equity Shares.
As on the date of this Draft Prospectus, our Promoters collectively hold 1,12,95,000 Equity Shares
constituting [●]% of the post-offered, subscribed and paid-up Equity Share Capital of our Company, which
are eligible for the Promoters’ contribution.
Our Promoters, Rajiv Shukla and Rekha Shukla, have given written consent to include [●] Equity Shares held
by them and subscribed by them as part of Promoters Contribution constituting [●]% of the post Offer Equity
Shares of our Company. Further, they have agreed not to sell or transfer or pledge or otherwise dispose of in
any manner, the Promoters contribution, for a period of three years from the date of allotment in the Offer.
Date of Date when Issue / Nature of % of Post
No. of Shares Face
Allotment / made fully Acquisition Allotment / Offer
Locked In* Value
Acquisition paid up Price Acquisition Capital
Rajiv Shukla
[●] [●] [●] [●] [●] [●] [●]
Total [●] [●]
Rekha Shukla
[●] [●] [●] [●] [●] [●]
Total [●] [●]
Grand Total [●] [●]
The above table will be updated in the Prospectus proposed to be filed with Registrar of the Companies
(“ROC”) by the company.
The minimum Promoter’s contribution has been brought in to the extent of not less than the specified
minimum lot and from persons defined as “Promoter” under the SEBI (ICDR) Regulations. All Equity Shares,
which are being locked in are not ineligible for computation of Minimum Promoters Contribution as per
Regulation 237 of the SEBI (ICDR) Regulations and are being locked in for 3 years as per Regulation 238(a)
of the SEBI (ICDR) Regulations i.e. for a period of three years from the date of allotment of Equity Shares
in this Offer.
The entire pre-Offer shareholding of the Promoters & Promoter Group, other than the Minimum Promoters
contribution which is locked in for three years, shall be locked in for a period of one year from the date of
We confirm that in compliance with Regulation 237 of SEBI ICDR Regulations, the minimum Promoters
contribution of 20% as shown above which is subject to lock-in for three years does not consist of:

• Equity Shares acquired during the preceding three years 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.

• Equity Shares acquired by the Promoters during the preceding one year, at a price lower than the price
at which Equity Shares are being offered to public in the Offer.

• The Equity Shares held by the Promoters and offered for minimum 20% Promoters Contribution are
not subject to any pledge.

• Equity Shares for which specific written consent has not been obtained from the shareholders for
inclusion of their subscription in the minimum Promoters Contribution subject to lock-in.

91
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
Promoters, which will be locked-in as minimum Promoters’ contribution for three years, all pre- Offer Equity
Shares shall be subject to lock-in for a period of one year from the date of Allotment in this Offer.
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 Promoters
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 Offer 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.
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 Promoters, which are
locked in as per Regulation 238 of the SEBI ICDR Regulations, may be transferred to and amongst our
Promoters/ 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 Promoters, 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.
14. The shareholding pattern of our Company before the Offer as per Regulation 31 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is given here below:

THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK

92
Summary of Shareholding Pattern as on date of this Draft Prospectus:

Category Category of Nos. of No. of No. of No. of Total nos. Shareholding Number of Voting Rights held in each class of No. of Shares Shareholding Number of Number of Number of
shareholder shareholders fully paid Partly shares shares held as a % of securities Underlying , as a % Locked in Shares pledged equity shares
up equity paid- underlying total no. of Outstanding assuming full shares or otherwise held in
shares up Depository shares convertible conversion of encumbered dematerialized
held equity Receipts (calculated as No of Voting Rights Total as a securities convertible No. As a No. As a form
shares per SCRR, % of (including securities ( as (a) % of (a) % of
held 1957) Class: Class:y Total (A+B+C) Warrants) a percentage total total
As a % of Equity of diluted Shares Shares
(A+B+C2) share capital) held held
(b) (b)
As a % of
(A+B+C2)

(VII)=(IV) (XI)=
(I) (II) (III) (IV) (V) (VI) (VIII) (IX) (X) (XII) (XIII) (XIV)
+ (V) + (VI) (VII)+(X)
(A) Promoter &
Promoter 2 11295000 - - 11295000 99.87 11295000 11295000.00 99.87 - 99.87 - - - - 11295000
Group
(B)
Public 5 15000 - - 15000 0.13 15000 15000.00 0.13 - 0.13 - - - - 15000

(C) Non
Promoter- Non - - - - - - - - - - - - - - - - -
Public
(C1) Shares
underlying - - - - - - - - - - - - - - - - -
DRs
(C2) Shares held by
Employee - - - - - - - - - - - - - - - - -
Trusts

Total 7 11310000 - - 11310000 100.00 11310000 - 11310000.00 100.00 - 100.00 - - - - 11310000

Notes:
• As on date of this Draft Prospectus 1 Equity share holds 1 vote.
• We have only one class of Equity Shares of face value of Rs. 10/- each.
• We have entered into tripartite agreement dated August 23, 2024 and September 06, 2024 with NSDL & CDSL respectively.
• Our Company will file the shareholding pattern in the form prescribed under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015, one day prior to the listing of the Equity shares.

93
15. Shareholding of our Promoters and Promoter Group

The table below presents the current shareholding pattern of our Promoters and Promoter Group (individuals
and companies).

Pre – Offer Post – Offer

Sr.
Name of the Shareholder % of Pre-
No. No. of Equity No. of Equity % of Post-
Offer
Shares Shares Offer Capital
Capital

(I) (II) (III) (IV) (V) (VI)

Promoters

1. Rajiv Shukla 7,80,000 6.90 [●] [●]

2. Rekha Shukla 1,05,15,000 92.97 [●] [●]

Total 1,12,95,000 99.87 [●] [●]

16. Other details of shareholding of our Company.

a) Particulars of the shareholders holding 1% or more of the paid-up share capital of our Company
aggregating to 80% or more of the paid-up share capital and the number of shares held by them as on the
date of filing of this Draft Prospectus:

Sr. No. Name of shareholder No. of Equity Shares % of Pre- Offer capital

1. Rajiv Shukla 7,80,000 6.90

2. Rekha Shukla 1,05,15,000 92.97

Total 1,12,95,000 99.87

b) None of the shareholders of our Company holding 1% or more of the paid-up capital of the Company as
on the date of the filing of this Draft Prospectus are entitled to any Equity Shares upon exercise of
warrant, option or right to convert a debenture, loan or other instrument.

c) Particulars of the shareholders holding 1% or more of the paid-up equity share capital of our Company
and the number of shares held by them ten (10) days prior to the date of filing of this Draft Prospectus:

Sr. No. Name of shareholder No. of Equity Shares % of Pre- Offer capital

1. Rajiv Shukla 7,80,000 6.90

2. Rekha Shukla 1,05,15,000 92.97

Total 1,12,95,000 99.87

94
 d) Particulars of the shareholders holding 1% or more of the paid-up equity share capital of our Company
and the number of shares held by them one (01) year from the date of filing of this Draft Prospectus:

Sr. No. Name of shareholder No. of Equity Shares % of Pre- Offer capital

1. Rajiv Shukla 2,60,000 2.30

2. Rekha Shukla 35,10,000 31.03

Total 37,70,000 33.33

e) Particulars of the shareholders holding 1% or more of the paid-up equity share capital of our Company
and the number of shares held by them two (02) years prior to filing of this Draft Prospectus:

Sr. No. Name of shareholder No. of Equity Shares % of Pre- Offer capital

1. Rajiv Shukla 2,60,000 2.30

2. Rekha Shukla 35,10,000 31.03

Total 37,70,000 33.33

f) Our Company has not made any Initial Public Offer of its Equity Shares or any convertible securities
during the preceding two (2) years from the date of this Draft Prospectus.

17. No subscription to or sale or purchase of the securities of our Company within three years preceding the date
of filing of the Draft Prospectus by our Promoters or Directors or Promoter Group which in aggregate equals
to or is greater than 1% of the pre- Offer share capital of our Company.
18. None of our Directors or Key Managerial Personnel hold any Equity Shares other than as set out below:

Sr. % of Pre- Offer

Name Designation No. of Equity Shares
No. capital

1. Rajiv Shukla Chairman & Managing Director 7,80,000 6.90

2. Rekha Shukla Executive Director 1,05,15,000 92.97

19. The Post- Offer paid up Equity Share Capital of our Company shall not exceed the Authorized Equity Share
Capital of our Company.
20. Our Company has no outstanding warrants, options to be issued or rights to convert debentures, loans or other
convertible instruments into Equity Shares as on the date of this Draft Prospectus.
21. There is no "Buyback", "Standby", or similar arrangement for the purchase of Equity Shares by our
Company/Promoters/Directors/Lead Manager for purchase of Equity Shares offered through this Draft
Prospectus.
22. As on the date of this Draft Prospectus, none of the shares held by our Promoters/ Promoter Group are pledged
with any financial institutions or banks or any third party as security for repayment of loans.
23. Except, as otherwise disclosed in the chapter titled “Objects of the Offer” beginning on page 98 of this Draft
Prospectus, we have not raised any bridge loans against the proceeds of the Offer.

95
24. Investors may note that in case of over-subscription, allotment will be on proportionate basis as detailed in
heading on "Offer Procedure - Basis of Allotment” beginning on page 296 of this Draft Prospectus.
25. The Equity Shares offered pursuant to this Offer shall be fully paid-up at the time of Allotment, failing which
no allotment shall be made.
26. Our Company has not issued any Equity Shares at a price less than the Offer Price in the last one year
preceding the date of filing of this Draft Prospectus, except as disclosed in this chapter.
27. Under subscription, if any, in any category, shall be met with spill-over from any other category or
combination of categories at the discretion of our Company, in consultation with the Lead Manager and BSE
Limited.
28. As per Regulation 268(2) of SEBI (ICDR) Regulations, 2018, an over-subscription to the extent of 10.00%
of the Offer can be retained for the purpose of rounding off while finalizing the basis of allotment to the
nearest integer during finalizing the allotment, subject to minimum allotment lot. Consequently, the actual
allotment may go up by a maximum of 10.00% of the Offer, as a result of which, the post Offer paid up capital
after the Offer would also increase by the excess amount of allotment so made. In such an event, the Equity
Shares held by the Promoters and subject to lock-in shall be suitably increased to ensure that 20.00% of the
post Offer paid-up capital is locked-in.
29. As of the date of filing of this Draft Prospectus with Stock Exchange, the entire issued share capital of our
Company is fully paid-up. The Equity Shares offered through this Public Offer will be fully paid up.
30. On the date of filing this Draft Prospectus with Stock Exchange, there are no outstanding financial instruments
or any other rights that would entitle the existing Promoters or shareholders or any other person any option
to receive Equity Shares after the Offer.
31. As on the date of this Draft 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.
32. As on date of the Draft Prospectus, the Lead Managers to the Offer, namely Shannon Advisors Private Limited
is not related to the public shareholders of the Company in any way directly or indirectly including any related
party transactions, etc. and/or are connected with the Company in any manner directly or indirectly other than
in the capacity as the Lead Manager.
33. Our Company has not revalued its assets since incorporation.
34. Our Company has not made any Public Offer of any kind or class of securities since its incorporation.
35. There will be only one denomination of the Equity Shares of our Company unless otherwise permitted by
law.
36. Our Company shall comply with such disclosure, and accounting norms as may be specified by SEBI from
time to time.
37. There will be no further issue of capital whether by way of issue of bonus shares, preferential allotment, and
rights issue or in any other manner during the period commencing from submission of this Draft Prospectus
with Stock Exchange until the Equity Shares to be offered pursuant to the Offer have been listed.
38. Except as disclosed in the Draft Prospectus, our Company presently does not have any intention or proposal
to alter its capital structure for a period of six (6) months from the date of opening of the Offer, by way of
spilt/consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of
securities convertible into Equity Shares) whether preferential or otherwise. However, during such period or
a later date, it may issue Equity Shares or securities linked to Equity Shares to finance an acquisition, merger

96
 or joint venture or for regulatory compliance or such other scheme of arrangement if an opportunity of such
nature is determined by its Board of Directors to be in the interest of our Company.
39. An investor cannot make an application for more than the number of Equity Shares offered in this Offer,
subject to the maximum limit of investment prescribed under relevant laws applicable to each category of
investor.
40. Our Promoters and Promoter Group will not participate in this Public Offer.
41. Except in case of transmission or transposition of securities, requests for effecting transfer of securities shall
not be processed unless the securities are held in dematerialized form with a depository.
42. No payment, direct, indirect in the nature of discount, commission, and allowance, or otherwise shall be made
either by us or by our Promoters to the persons who receive allotments, if any, in this Offer.
43. As per RBI regulations, OCBs are not allowed to participate in this Offer.
44. There are no safety net arrangements for this Public Offer.

THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK

97
 OBJECTS OF THE OFFER

The Offer comprises of a Fresh Issue up to 44,99,200 Equity Shares by our company and an Offer for Sale of up
to 5,00,800 Equity Shares

THE OFFER FOR SALE

The Selling Shareholder will be entitled to their respective portion of the offer for the Offer for Sale after deducting
their respective proportion of offer related expenses. Our Company will not receive any proceeds from the Offer
for Sale and the proceeds received from the Offer for Sale will not form part of the Net Proceeds.

The details of the Offer for Sale are set out below:

S. No Name of Selling Shareholder Date of Consent Number of Equity Shares offered

1. Rekha Shukla December 21, 2024 5,00,800

THE FRESH ISSUE

We intend to utilize the proceeds of the Fresh Issue to meet the following objects:

1. Funding the working capital requirements of our Company

2. Repayment/prepayment, in full or part, of certain loans availed by our Company

3. Investment in our Subsidiary

4. General Corporate Purpose

5. To meet the Offer expenses

(Collectively, referred to herein as the “Objects of the Offer”)

The Net Proceeds shall not be used for any purpose which is in contravention of the applicable guidelines.

Further, our Company expects that the listing of the Equity Shares will enhance our visibility and our brand image.
The listing of our share will also provide a public market for the Equity Shares in India.

The main objects clause of our Memorandum of Association enables us to undertake the activities for which the
funds are being raised by us in the Fresh Issue. Further, the activities we have been carrying out now are in
accordance with the main objects clause of our Memorandum of Association. The main object clause and the
ancillary object clause of the Memorandum of Association of our Company enable us to undertake our existing
activities and the activities for which we are raising funds through the Offer.

FRESH ISSUE PROCEEDS

The details of the proceeds of the Fresh Issue are summarized in the table below:
(Amount in Rs. Lakhs)
Particulars Amount*
Gross Proceeds of the Offer [●]
Less: Offer related expenses * [●]
Net Proceeds of the Offer [●]
* All expenses related to the Offer, as mentioned above, will be borne by our Company and the Selling Shareholder
in proportion to their respective contributions of Equity Shares to the Offer. However, regulatory expenses will be
borne solely by our Company. The Offer expenses are estimated expenses and subject to change.

98
PROPOSED UTILIZATION OF NET PROCEEDS

The Net Proceeds are proposed to be used in the manner set out in in the following table:

(Amount in Rs. Lakhs)

Estimated % of Gross % of Net
S. No. Particulars
Amount Proceeds* Proceeds*
Funding the working capital requirements of our
1. 1150.00 [●] [●]
Company
Repayment/prepayment, in full or part, of
2. 700.97 [●] [●]
certain loans availed by our Company
3. Investment in our Subsidiary 500.00 [●] [●]
4. General Corporate Purpose (1)(2)
[●] [●] [●]
(1)
To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the
RoC.
(2)
The amount to be utilized for the general corporate purpose shall not exceed 15% of the amount raised by our
Company through this Offer.

SCHEDULE OF IMPLEMENTATION AND DEPLOYMENT OF NET PROCEEDS

Our company proposes to deploy Net Proceeds for the aforesaid purposes in accordance with the estimated
schedule of implementation and deployment of funds set forth in the table below:

(Amount in Rs. Lakhs)

Amount proposed Estimated deployment in
S. No Particulars to be funded from
the Net Proceeds FY 2024-25 FY 2025-26
Funding the working capital
1. 1150.00 - 1150.00
requirements of our Company
Repayment/prepayment, in full
2. or part, of certain loans availed 700.97 700.97 -
by our Company
3. Investment in our Subsidiary 500.00 - 500.00
4. General Corporate Purpose (1)(2) [●] [●] [●]
Total [●] [●] [●]
(1)
To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the
RoC.
(2)
The amount to be utilized for the general corporate purpose shall not exceed 15% of the amount raised by our
Company through this Offer.

Our fund requirements and deployment thereof are based on internal management estimates of our current
business plans and have not been appraised by any bank or financial institution. These are based on current
conditions and are subject to change in light of changes in external circumstances or costs or in other financial
conditions, business strategy, as discussed further below.

As indicated above, our Company proposes to deploy the entire Net Proceeds towards the objects as described
above during the FY 2024-25 and FY 2025-26. However, if the Net Proceeds are not completely utilized for the
objects stated above by the Fiscals 2025 and 2026 due to factors such as (i) economic and business conditions;
(ii) increased competition; (iii) market conditions outside the control of our Company and its management; and
(iv) other commercial considerations such as availability of alternate financial resources, the same would be
utilized (in part or full) in a subsequent period as may be determined by our Company in accordance with
applicable law.

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MEANS OF FINANCE

We intend to completely finance the Objects from the Net Proceeds, share capital, internal accruals and financing
from banks and financial institutions including non-banking financial institutions. Accordingly, we confirm that
we are in compliance with the 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 amount to be raised through the Net Offer Proceeds and existing identifiable internal accruals.

In case of any increase in the actual utilization of funds earmarked for the Objects of the Fresh Issue, such
additional funds for a particular activity will be met by way of means available to our Company, including from
internal accruals and any additional equity and/or debt arrangements. If the actual utilization towards any of the
Objects of the Fresh Issue is lower than the proposed deployment such balance will be used for future growth
opportunities including funding existing Objects of the Fresh Issue, if required and general corporate purposes. In
the event that estimated utilization out of the Net Proceeds in a fiscal is not completely met, the same shall be
utilized in the next fiscal. Any such change in our plans may require rescheduling of our expenditure programs
and increasing or decreasing expenditure for a particular object vis-à-vis the utilization of Net Proceeds.

DETAILS OF THE OBJECTS OF THE OFFER

We fund the majority of our working capital requirements in the ordinary course of our business from our internal
accruals, net worth, financing from various banks, financial institutions and unsecured loans. For further details,
please refer to the chapter titled “Financial Indebtedness” beginning on page 258. The details in relation to the
objects of the Offer are set forth herein below.

1. Funding the working capital requirements of our Company

Our company is focused on providing the services as mentioned in “Our Business “on page 137. Since the
projects take a substantial amount of time to complete and likewise our substantial amount of our funds are
required for working capital. Hence, the success in our business is also dependent on our ability to ensure we
have planned and funded working capital available to ensure smooth flow of our operations for the business.

Our working capital requirements in the ordinary course of our business are met from our internal accruals
and borrowings from Banks and Financial Institutions. Our company will require additional funds for meeting
its incremental working capital requirements.

Our company proposes to utilize Rs 1150.00 lakhs of the Net Proceeds for our estimated working capital
requirements which will be utilized in the year 2025-26. Any remaining working capital needs will be met
through the internal accruals along with working capital facilities availed by the company. The estimated
working capital requirements, as approved by the Board, are outlined below. Additionally, the company’s
existing working capital requirements and funding, based on the Restated Consolidated Financial Statements
for the financial years 2023-24, 2022-23, and 2021-22, are provided below.
(Rs. In Lakhs)
March 31, March 31, March 31, September March 31, March 31,
Particulars 2022 2023 2024 30, 2024 2025 2026
(Restated) (Restated) (Restated) (Restated) (Estimated) (Estimated)
Current Assets
Trade Receivables 1,657.19 1,994.53 2,313.59 2,526.58 2,687.07 3,127.59
Short-term Loans and
- - 5.00 - - -
Advances
Other Current Assets 836.00 377.62 862.29 1,144.51 985.52 1,181.49
Cash and Cash 105.98
487.89 143.08 253.29 567.90 809.32
Equivalents
Total (A) 2,981.08 2,515.23 3,434.17 3,777.07 4,240.49 5,118.40

Current Liabilities

100
 Short term borrowings 784.21 615.53 1,105.72 1,232.40 761.84 750.00
Trade Payables 598.66 620.79 734.71 516.98 731.20 980.89
Other Current Liabilities 672.45 557.54 660.62 599.27 625.09 593.67
Short-Term Provisions 101.74 158.16 168.06 259.61 261.22 393.38
Total (B) 2,157.06 1,952.02 2,669.11 2,608.26 2,379.35 2,717.94

Net Working Capital

824.02 563.21 765.06 1,168.81 1,861.14 2,400.46
(A)-(B)

Funding pattern:
Proceeds from IPO - - - - - 1,150.00
Internal
Accruals/Borrowings 824.02 563.21 765.06 1,168.81 1,861.14 1,250.46
from Banks

As disclosed in the above table, Company’s working capital requirements majorly consists of Trade
Receivables and Other Current Assets:
(Rs. In Lakhs)
Particulars Fiscal Fiscal Fiscal Sep 30, Fiscal Fiscal
2022 2023 2024 2024 2025 2026
Total Working Capital
824.02 563.20 765.06 1,168.80 1,861.15 2,400.46
Requirements
Trade Receivables 1,657.19 1,994.53 2,313.59 2,526.58 2,687.07 3,127.59
Other Current Assets 836.00 377.62 862.29 1,144.51 985.52 1,181.49
Other Current Liabilities 672.45 557.55 660.67 599.27 625.09 593.67

Note:
1. 365 days has been considered in a year
2. Holding period level (in days) of Trade Receivables is calculated by dividing average trade receivables
by revenue from operations multiplied by number of days in a year.
3. Holding period level (in days) of Trade payables is calculated by dividing average trade payables by net
credit purchases multiplied by number of days in a year.

Reasons of high Trade receivables:

Our company’s major part of revenue comes from Domestic Sales. There are many competitors who serve in
domestic clients with established name and presence. We are intending to enter into international market with
more efforts. International clients are also served by Indian competitors. In order to take advantage over our
competitors, we offer credit period of 60 –90 days depending on the customers. Additionally, we work on
some project-based revenue model, with payments linked to specific milestones. Payments are delayed until
the completion of deliverables or after client approval of various stages, leading to higher receivables.
Moreover, Trade receivables are directly related to the Revenue from Operations. With the continuous growth
of revenue, the trade receivables are also expected to increase. Trade Receivables will also increase as the
company will put more effort on adding new customers and to improve customer relation company will give
longer credit period to compete.

Reasons of high Other current assets:

Our company has high level of other current assets. High other current assets can arise due to various
operational and financial activities. A common reason is Advance Tax including Tax Deducted at Source,
which increases with the increase in revenue from operations.

101
Another significant component is prepaid expenses, such as rent, insurance, or other professional services
availed, which are paid in advance and deferred over time. Advances to employees and deposits for business
purposes further increase other current assets.

Reasons of high other current liabilities:

High level of other current liabilities is attributed to mainly statutory dues payable and Salary payable.
Statutory dues payable includes all the statutory dues which is payable to regulatory authorities for GST,
Income Tax (TDS), EPF, ESI and other dues which generally are paid in the next month.

Another significant component is Salary payable. Our company’s number of employees increased during the
year 2023-24 to 982 from 800 in year 2022-23 which led to increase in Salary Payable.

Reason for increase in sales and profit after tax in past financial years are:

FISCAL 2024

The Total Revenue from operations for the year ended on FY 2023-24 was Rs. 8,817.59 lakhs as compared
to Rs. 8,624.49 lakhs during the FY 2022-23 i.e., an increase by 2% in FY 2023-24 as compared to FY 2022-
23. The company is growing with the object of increasing overall profits, which resulted in negligible growth
but overall increase in profitability as compared to the previous year.

Our profit for the period, increased by 38.57 lakhs amounting to Rs. 373.59 lakhs which is 4.24% of total
income in Fiscal 2024 from Rs. 335.02 lakhs in Fiscal 2023 which is 3.88% of total income. For further
information in respect of changes in profits, kindly refer to the chapter titled “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” beginning on page 237.

FISCAL 2023

The Total Revenue from operations for the year ended on FY 2022-23 was Rs. 8,624.49 lakhs as compared
to Rs. 6,890.99 lakhs during FY 2021-22. There was a growth of 25% as compared to previous year. The
growth in revenue from operations was driven by increased operational activities, including increase in
number of customers.

Our profit for the period 2022-23, increased by Rs. 216.24 lakhs to Rs.335.02 lakhs in Fiscal 2023 from
Rs.118.78 lakhs in Fiscal 2022 as per operating leverage. For further information in respect of changes in
profits, kindly refer to the chapter titled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” beginning on page 237.

Basis of Estimation of Working Capital Requirement

Details of Estimation of Working Capital requirements are as follows:

(in days)

Particulars 2021-22 2022-23 2023-24 Sep 2024 2024-25 2025-26

No. of Days for Trade
73 77 89 107 90 91
Receivables
No. of Days for Trade
96 70 94 117 92 92
Payables
% of Trade Receivables /
24.05% 23.13% 26.24% 61.20% 26.50% 26.82%
Revenue from Operations
% of Trade Payables /
8.68% 7.20% 8.33% 12.52% 7.21% 8.41%
Revenue from Operations
No. of Days for Other
35 26 26 89 33 34
Current Assets
No. of Days for Other
102 70 85 236 81 65
Current Liabilities

102
 % of Other Current
Assets / Revenue from 12.13% 4.38% 9.78% 27.72% 10% 10%
Operations
% of Other Current
Liabilities / Revenue from 9.76% 6.46% 7.49% 14.52% 6% 5%
Operations

Justification

CURRENT ASSETS

Trade Receivable Days Trade receivables are amount owed to Company by customers. The company is
engaged in the business wherein realization of payment from the clients
undergoes various stages like the company raise bills to the clients after
completion of the project/service and such bill reaches to the accounts
department of the customer after confirmation from various departments. This
has been the common practice in the industry in which we operate to clear the
bills in between 80 to 100 days.

The Trade Receivable days depend on many factors:

• Some of the contracts has milestone-based payment terms;

• Some clients only pay after the full delivery of a project;
• Providing tailored software or services, requiring extensive testing and
sign-off from clients before billing which results in increased payment
cycles.
• Company sometimes offers longer credit terms to attract or retain
clients, particularly in competitive markets;

Keeping in mind the above points, the trade receivables remained at normal
levels of up-to 90 days in the financial year ended on March 31, 2024, March
31, 2023 & March 31, 2022. The trade receivables days for the period ended
March 31, 2022, March 31, 2023 and March 31, 2024 are 73, 77 and 89 days
respectively.

Change in Trade Receivable: -

(Rs. in Lakhs)
Particulars FY 21-22 FY 22-23 FY 23-24 FY 24-25 FY 25-26
Trade
1,657.19 1,994.53 2,313.59 2,687.07 3,127.59
Receivables
Change in
Trade - 337.34 319.06 373.48 440.52
Receivables
Change (%) - 20.35% 16.00% 16.14% 16.39%

The trade receivables shall increase by Rs. 373.48 Lakhs or 16.14% reaching
to Rs. 2,687.07 Lakhs for Fiscal 2025 compared to Rs. 2,313.59 Lakhs for
Fiscal 2024. In Fiscal 2026 the same shall be Rs. 3,127.59 Lakhs, registering a
growth of Rs. 440.52 Lakhs or 16.39% as compared to the Fiscal 2025. The
growth rate in Revenue from Operations of the company.

103
 The company intend to maintain the same credit period for the customers,
giving them enough time to pay their invoices and to retain the client base. The
company anticipate continued level in trade receivables in FY 2024-25 and
2025-26 due to several factors, which leads to the debtor days for period ending
March 2025 and March 2026 to 90 days and 91 days:

• The company believe this approach will help increase sales as the
client which are not comfortable in early payments due to working
capital restraints, will continue to associate with us.
• The company will be able to strengthen the relationships with
customers over time.

The company can have Competitive Advantage by attracting high-value

customers by fixing flexible payment terms.

% of Trade In FY 2021-22, 2022-23 and 2023-24, the percentage of Trade Receivables to

Receivables / Revenue Revenue from Operations were 24.05%, 23.13% and 26.24% respectively.
from Operations
Sep
Particulars 2021-22 2022-23 2023-24 2024-25 2025-26
2024
% of Trade
Receivables
/ Revenue 24.05% 23.13% 26.24% 61.20% 26.50% 26.82%
from
Operations

The company estimate that the percentage of trade receivables to revenue from
operations will be 26.50 % and 26.82% in FY 2024-25 and FY 2025-26
respectively. The company intendeds to maintain its % of Trade Receivable to
Revenue from Operations in line with the previous years.

Other Current Assets Other current assets include, prepaid expenses, Security deposit, advance to
employees, advance to Suppliers, advance tax, TDS recoverable, other
recoverable and balance with govt. authorities.

Holding Period of Other current asset signifies the management of company’s

realization of other current asset in operating cycle. The company’s holding
period of other current assets was 35, 26 and 26 for financial year 2021-22,
2022-23and 2023-24 respectively. The higher number of days recorded for the
years 2021-22 has been attributed primarily to advance tax including TDS
and prepaid expenses.

The company estimates that its holding period of Other current assets shall be
to 33 days in financial year 2024-25 and 34 days in 2025-26.

The company plans to keep the other current assets at the holding period level
of 33 and 34. The increase in other current assets is mainly attributed to the
following factors:

• Advance tax including TDS which increases according to the

operational level;

104
 • Prepaid Expenses which generally depend on the number of insurance
policy and other expenses;
• Advance to employees are given according to the policy in the
company;

Moving on, in FY 2021-22, 2022-23 and 2023-24, the percentage of Other

current assets to Revenue from operations were 12.13%, 4.38% and 9.78%. The
company believes that by applying above mentioned measure, the company
would be able to reduce the percentage to 10% and 10% in FY 2024-25 and
2025-26.

Short-term Loans and Short term loan and advances include loans to related parties. Short term loans
Advances and advances have been reduced to Nil as we are intending investment in the
company.

In the Fiscal year 2024 it was Rs. 5.00 lakhs and Nil for period ended on
September 30, 2024, Fiscal 2023 and 2022. The same is expected to Nil in
2024-25 and 2025-26.

CURRENT LIABILITIES

Trade Payable Days Trade payables refer to the amounts a company owes to its suppliers for services
received on credit, representing trade payables. They typically arise from
routine business activities, such as Manpower & Back-up expenses and
Software development & Consulting Charges. The normal Trade payable days
in MSME IT Firms are generally 60-90 days in India.

In Financial Year 2021-22, 2022-23 and 2023-24, the trades payable were 96
days and 70 days and 94 days respectively. The company is planning to
maintain their trade payable days at the level of 92 days in Financial Year 2024-
25 and 2025-26.

Change in Trade Payable: -

(Rs. in Lakhs)
Particulars FY 21-22 FY 22-23 FY 23-24 FY 24-25 FY 25-26
Trade Payables 598.66 620.79 734.71 731.20 980.89
Change in
- 22.13 113.92 (3.51) 249.69
Trade Payables
Change (%) - 3.69% 18.35% 0.48% 34%

The trade payable shall decrease by Rs. 3.51 Lakhs or 0.48% reaching to Rs.
731.20 Lakhs for Fiscal 2025 compared to Rs. 734.71 Lakhs for Fiscal 2024.
In Fiscal 2026 the same shall be Rs. 980.89 Lakhs, registering a growing of Rs.
249.69 Lakhs or 34% as compared to the Fiscal 2025.

The increase in Trade Payable days depend on many factors:

• Vendors provide specialized services (e.g., software, tools, and

subcontracting) where payment terms are similar to and directly
related to the payments with vendors of the company;

105
 • The company tries to match receivable cycles with payable cycles to
manage cash flow better;
• The company subcontract work to smaller firms as well as bigger
firms. These small-scale subcontractors often agree to longer payment
cycles due to limited negotiation power or the opportunity to work
with reputable IT companies like us.
• Longer trade payable terms are often an accepted practice in the IT
industry; hence Vendors are accustomed to receiving payments over
60–120 days in this sector.

The Company intends to maintain our strong relations with creditors and ensure
timely payments to Creditors as per the established track record. Accordingly,
the company have estimated that the Trade Payables Holding Period will be
maintained at 92 days for Financial Year 2024-25 and 2025-26.

The company estimates Trade Payables Holding Period of 92 days in FY 2024-

2025 and FY 2025-2026. The company believe that maintaining days as same
with previous year will enable the company to achieve below benefits;

• The company can be benefitted by improving liquidity and flexibility

in managing day-to-day operations;
• It will help the company to maintain a working capital cycle by
balancing cash inflows (receivables) and outflows (payables);

Additionally, prompt payments empower us to negotiate more favorable terms

and prices.

% of Trade Payables / In FY 2021-22, 2022-23 and 2023-24, the percentage of Trade Payables to
Revenue from Revenue from Operations were 8.68%, 7.20% and 8.33% respectively.
Operations
Sep
Particulars 2021-22 2022-23 2023-24 2024-25 2025-26
2024
% of Trade
Payables /
Revenue 8.68% 7.20% 8.33% 12.52% 7.21% 8.41%
from
Operations

The company estimate that the percentage of trade payables to revenue from
operations will be 7.21 % and 8.41% in FY 2024-25 and FY 2025-26
respectively. This increase in trade payables is directly correlated with the rise
in Payables levels and Operations level. The anticipated increase is attributed
to the following factors:

• Negligible Increase in the Trade Payable days

• The company plans to align Trade Receivable days to Trade Payable
Days.

Other Current Other current liabilities are computed from the historic restated consolidated
Liabilities financial statements and include, other expenses payable, salary payable,
statutory dues payable and advances from customer.

106
 Holding Period of Other current liabilities signifies the management of
company’s short-term obligation. The company’s holding period of other
current liabilities was 102, 70 and 85 for financial year 2021-22, 2022-23and
2023-24 respectively. The higher number of days recorded for the years 2021-
22 and 2023-24 has been attributed primarily to statutory dues payables and
salary payables.

The company believe that it would be able to reduce its holding period of Other
current liabilities to 81 days in financial year 2024-25 and 65 in 2025-26.

The company plans to reduce the other current liabilities by following the below
mentioned practices:

• Timely payment of statutory liabilities (TDS, GST, EPF or ESI);

• Reducing the advance from customers;
• Review and clearance of the other expense payable;

Moving on, in FY 2021-22, 2022-23 and 2023-24, the percentage of Other

current liabilities to Revenue from operations were 9.76%, 6.46% and 7.49%.
The company believes that by applying above mentioned measure, the company
estimate that the company would be able to reduce the percentage to 6% and
5% in FY 2024-25 and 2025-26.

Short term provisions Short term provisions are computed from the historic restated consolidated
financial statements and include, provision for Gratuity and provision for
taxation. Short term provisions have been maintained in line with the increase
of projected business income/expenses for the forthcoming years.

In the period ended on September 30, 2024 and Fiscal 2024, 2023 and 2022,
the short-term provisions were Rs. 259.61 lakhs, Rs. 168.06 lakhs, Rs. 158.16
lakhs and Rs.101.74 lakhs respectively.

The same is expected to amount for Rs. 261.22 lakhs and 393.38 lakhs 2024-
25 and 2025-26 which generally depend on the income tax payable.

Note: Certificate dated January 03, 2025 issued by the Statutory & Peer Review Auditor of our Company, Sri
Prakash & Co., Chartered Accountants certify the working capital requirement vide UDIN:
25539219BMKHTE3933.

Reasons for Working Capital Requirements

Our company’s working capital needs can vary depending on its operational structure, industry, and business
model. Below are some of the common reasons for working capital requirements:

a. Debt Repayment: Historically, our working capital requirements have been financed through a
combination of short-term and long-term borrowings, along with internal accruals. The company intends
to repay its existing loans from the net proceeds raised. This repayment will help in reducing the debt
and reducing interest expenses burden. By doing so, we aim to improve our debt servicing and enhance
operational efficiency. The company is now planning to repay its loans availed by the company from the
net proceeds of the Offer. Hence, the company would require the funds to finance its working capital
requirement from the net proceeds.

107
 b. Business Growth and expansion: The Company is projecting the growth in the operational business in
the coming years. With this expected growth, we anticipate increase in the scale of operations, which will
lead to higher working capital requirements. Accordingly, with the increased operations, company would
need increased amounts of working capital.

c. Expansion into Technological Advancements: Continuous technological advancement is the key feature
of our business. In the coming years, the company would require the need to spend in new technologies
or updating of existing software. It would lead to create the demand of more working capital in coming
years.

d. Inflationary impact: Our business relies heavily on skilled employees. As we expand, the demand for
skilled employees will increase, leading to a rise in employee costs. This is expected to increase in line
with the inflation expected in the coming years. Additionally, other expenses, such as rent, are anticipated
to grow as we increase operations and expand our physical presence. These factors will collectively lead
to a higher demand for working capital to support our business activities effectively.

e. Trade Receivables will also increase as the company will put more effort on adding new customers and
to improve customer relation, company will give longer credit period to compete.

2. Repayment/prepayment, in full or part, of certain loans availed by our Company

Our Company has entered into various financial arrangements from time to time, with banks, financial
institutions and other parties. The loan facilities availed by our Company include borrowing in the form of,
inter alia, business loans, vehicle loans and working capital facility from various lenders. For further details,
see “Financial Indebtedness” beginning on page 258. Our Company proposes to utilize an estimated amount
of Rs. 700.97 lakhs from the Net Proceeds towards full or partial prepayment or pre-payment of certain
borrowings and prepayment/repayment charges, listed below, availed from the lenders by our Company.
Pursuant to the terms of the financing arrangements, prepayment of certain borrowings may attract
prepayment charges as prescribed by the respective lender. Such prepayment charges has been calculated by
the company on estimated basis which can differ from the actual charges at the time of repayment of the
loans. It has been assumed that we will pay the differential amount, if any, from our Internal Accruals.

We believe that such repayment/ pre-payment will help reduce our outstanding indebtedness, debt servicing
costs, assist us in maintaining a favorable debt to equity ratio and enable utilization of our internal accruals
for further investment in our business growth and expansion. The details of the borrowings availed by our
Company, which are proposed to be fully or partially repaid or pre-paid from the Net Proceeds is mentioned
below:
(Amount in Rs. Lakhs)
Outstanding
Prepayment
S. Name of Rate of Date of Date of Repayment Amount Amount as on
Purpose Charges
No. Lender Interest Sanction Disbursement Schedule Sanctioned December 31,
(Estimated)
2024
Fed bank
Financial Business 21-06- 36
1 16.00% 11-07-2022 30.00 7.00 0.16
Services Loan 2022 Installments
Limited
Fullerton
India
Business 03-07- 25
2 Credit 16.00% 12-07-2023 50.00 18.46 0.41
Loan 2023 Installment
Company
Ltd
HDFC
Business 08-07- 36
3 Bank 13.51% 08-07-2022 51.00 11.59 0.26
Loan 2022 Installments
Limited

108
 Outstanding
Prepayment
S. Name of Rate of Date of Date of Repayment Amount Amount as on
Purpose Charges
No. Lender Interest Sanction Disbursement Schedule Sanctioned December 31,
(Estimated)
2024
ICICI
Business 12-07- 36
4 Bank 15.00% 12-07-2023 100.00 58.18 1.22
Loan 2023 Installments
Limited
IDFC First
Business 29-06- 24
5 Bank 15.00% 08-07-2022 50.00 11.55 0.26
Loan 2022 Installments
Limited
IndusInd Business 31-01- 36
6 15.50% 31-01-2022 50.00 3.38 0.10
Bank Loan 2022 Installments
Poonawalla
Business 11-07- 36
7 Fincorp 15.50% 12-07-2022 50.32 13.27 0.30
Loan 2022 Installments
Limited
Shri Ram
Business 11-07- 24
8 Finance 16.00% 12-07-2023 50.00 16.23 0.37
Loan 2023 Installments
Ltd
Standard
Business 14-07- 36
9 Chartered 15.50% 14-07-2023 75.00 43.59 0.91
Loan 2023 Installments
Bank
Godrej
Business 21-06- 24
10 Finance 16.50% 21-06-2024 51.00 41.71 0.87
Loan 2024 Installments
Ltd
Kotak
Mahindra Business 21-06- 36
11 16.50% 21-06-2024 100.00 88.88 1.82
Bank Loan 2024 Installments
Limited
Kisetsu
Saison
Finance Business 21-08- 36
12 16.00% 22-08-2024 60.00 56.02 1.15
India Loan 2024 Installments
Private
Limited
OXYZO
Financial Dropline 31-08- 24
13 16.00% 31-08-2024 1,40.00 100.30 2.44
Services Facility 2024 Installments
Pvt Ltd
Tata
Dropline 04-12- 36
14 Capital 14.50% 05-12-2024 90.00 90.00 1.25
Facility 2024 Installments
Limited
L&T
Dropline 31-08- 36
15 Finance 16.00% 31-08-2024 50.08 45.62 0.96
Facility 2024 Installments
100268
Aditya
Birla Dropline 12-02- 36
16 16.00% 21-02-2024 100.00 79.27 1.68
Finance Facility 2024 Installments
Limited
Chola Dropline 15-06- 36
17 17.00% 15-06-2024 35.00 1.14 0.62
Mandalam Facility 2024 Installments
Total 686.19 14.78

Note: As part of the proposed repayment/prepayment, in full or part, of certain loans availed by our Company out
of the net proceeds from the Offer, the repayment/prepayment, in full or part, of loans may involve
repayment/prepayment charges or penalties. These charges typically range between 2-5% of the principal amount
being repaid/prepaid. The exact amount of these charges, if any, will depend on various factors including the
outstanding principal amount, the terms of the specific loan agreements, the negotiation with the bankers and the
timing of repayment/prepayment. Such charges have been considered at the rate of 2% of the amount being repaid
as part of the repayment process and accounted for in the financial estimates provided herein. If the
repayment/prepayment charges exceed the estimated amount, the differential will be met through internal accruals.

109
 Note: Certificate dated January 03, 2025 issued by the Statutory & Peer Review Auditor of our Company, Sri
Prakash & Co., Chartered Accountants vide UDIN: 255939219BMKHTM5609 certify the utilization of loan
for the purpose availed.

For further details, please refer to section titled “Financial Indebtedness” on page 258 of this Draft
Prospectus.

3. Investment in our Subsidiary

Our Company proposes to invest Rs.500.00 lakhs in our Subsidiary, Botgo Technologies Private Limited
(“Botgo”), through capital infusion in exchange for the issuance of equity shares. For the details of
Subsidiary, please refer “Our Subsidiaries” on page 168. This strategic investment is aimed at addressing the
working capital needs and supporting the expansion plans of our Subsidiary.

Rationale for Investment in the Subsidiary

a) Software Development: - A substantial portion of the funds will be allocated to advancing Botgo’s
platform. This includes building scalable, software solutions that form the foundation of its offerings,
ensuring better performance and adaptability to evolving market needs.
b) Working Capital: - The investment will support Botgo’s operational stability, enabling the company to
manage day-to-day business activities while scaling operations to meet growing market demands.
c) Marketing Initiatives: - Targeted marketing campaigns will be launched to expand Botgo’s market
presence, educate potential clients about its unique capabilities, and drive customer acquisition in new
and existing markets.
d) This investment will empower Botgo to enhance its product portfolio and address the rising demand for
new tools.

4. General Corporate Purpose

Our management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds
earmarked for general corporate purposes. We intend to deploy the balance Fresh Issue proceeds aggregating Rs.
[●] towards the general corporate purposes to drive our business growth. In accordance with the policies set up
by our Board, we have flexibility in applying the remaining Net Proceeds, for general corporate purpose including
but not restricted to, meeting operating expenses, initial development costs for projects other than the identified
projects, and the strengthening of our business development and marketing capabilities, meeting exigencies, which
the Company in the ordinary course of business may not foresee or any other purposes as approved by our Board
of Directors, subject to compliance with the necessary provisions of the Companies Act, 2013.

We confirm that any offer related expenses shall not be considered as a part of General Corporate Purpose. Further
in case, our actual offer expenses turn to be lesser than the estimated offer expenses of Rs. [●] lakhs, such surplus
amount shall be utilized for General Corporate Purpose in such a manner that the amount for general corporate
purposes, as mentioned in the Draft Prospectus, shall not exceed 15% of the amount raised by our Company
through this Offer.

OFFER RELATED EXPENSES

The total expenses of the Offer are estimated to be approximately Rs. [●]. The Offer related expenses include fees
payable to the LM and legal counsel, fees payable to the auditors, brokerage and selling commission, commission
payable to Registered Brokers, SCSBs fees, Registrar‘s fees, printing and stationery expenses, advertising and
marketing expenses and all other incidental and miscellaneous expenses for listing the Equity Shares on the Stock
Exchanges. The fees and expenses relating to the Offer shall be borne by our Company.

110
The estimated Offer expenses are as follows:
(Amount in Rs. Lakhs)
Estimated As a % of Total As % of
Activity
Amount Estimated Expenses Offer Size
Fees payable to the Lead Manager (including
[●] [●] [●]
Underwriting commission)
Fees payable to the Legal Advisor to the Offer [●] [●] [●]
Fees payable to the Registrar to the Offer [●] [●] [●]
Advertising and Marketing Expenses [●] [●] [●]
Fees payable to the to the Regulators including stock
[●] [●] [●]
exchanges
Selling commission and processing fees for SCSBs* [●] [●] [●]
Payment for Printing and Distribution of Offer
[●] [●] [●]
Stationary
Other (Fees payable to Peer Review Auditor,
Marketing expenses, Brokerage, Processing Fees for [●] [●] [●]
application and miscellaneous expenses)
Total Estimated Offer Expenses [●] [●] [●]
*To be finalized upon determination of the Offer Price will be incorporated at the time of filing of the Prospectus.

Our Company has incurred Rs 2.00 lakhs towards Offer expenses out of internal accruals up to Rs 2.00 lakhs.
The same has been certified by Statutory & Peer Review Auditor of our Company, Sri Prakash & Co., Chartered
Accountants vide their certificate dated January 03, 2025 vide UDIN: 25539219BMKHTC2905.

The brokerage and selling commission payable to SCSBs for the ASBA Application Forms procured by them
would be at par as payable to brokers for the Application forms procured by them. SCSBs will be entitled to a
processing fee of [●] per Application Form for processing of the Application Forms procured by other Application
Collecting Intermediary and submitted to them on successful allotment. Selling commission payable to Registered
broker, SCSBs, RTAs on the portion directly procured from Retail Individual Applicants and Non-Institutional
Applicants, would be [●] on the Amount Allotted (Amount Allotted is the product of the number of Equity Shares
Allotted and the Offer Price). The commissions and processing fees shall be payable within 30 working days post
the date of receipt of final invoices of the respective intermediaries

BRIDGE FINANCING FACILITIES

Our Company has not raised any bridge loans from any banks or financial institution as on the date of this Draft
Prospectus, which are proposed to be repaid from the Net Proceeds. However, depending upon business
requirements, our Company may consider raising bridge financing facilities including by way of any other
overdraft arrangement / cash credit facility with our lenders, short-term instrument like non-convertible
debentures, commercial papers, etc., pending receipt of the Net Proceeds. Any amount that is drawn down from
the overdraft arrangement / cash credit facility during this period to finance the objects of the Offer will be repaid
from the Net Proceeds.

INTERIM USE OF NET PROCEEDS

Pending utilization of the Net Proceeds for the Objects of the Fresh Issue described above, our Company shall
deposit the funds only in Scheduled Commercial Banks as per Reserve Bank of India Act, 1934. In accordance
with Section 27 of the Companies Act, 2013, our Company confirms that, pending utilization of the proceeds of
the Fresh Issue as described above, it shall not use the funds from the Net Proceeds for business, trading or
otherwise dealings in shares of any listed company or for any investment in the equity markets.

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MONITORING UTILIZATION OF FUNDS

In accordance with Regulation 262 of the SEBI ICDR Regulations, we have not appointed a monitoring agency
to monitor the utilization of the proceeds of the Fresh Issue since the Fresh Issue size is less than ₹10,000 Lakhs.
Our Board will monitor the utilization of the proceeds of the Fresh Issue and 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 Fiscal subsequent to receipt of listing and trading approvals from the Stock
Exchanges. Pursuant to Regulation 32(5) of the SEBI Listing Regulations, our Company shall disclose to the
Audit Committee the uses and applications of the Net Proceeds. Our Company shall prepare an annual statement
of funds utilized for purposes other than those stated in this Draft Prospectus, certified by the statutory auditors of
our Company and place it before the Audit Committee, as required under applicable laws. Such disclosure shall
be made only until such time that all the Net Proceeds have been utilized in full.

Furthermore, in accordance with the Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish
to the Stock Exchanges on a quarterly basis, a statement indicating (i) deviations, if any, in the utilization of the
Net Proceeds for the objects stated in this Draft Prospectus and (ii) details of category wise variations in the
utilization of the proceeds from the Offer from the objects of the Offer, as stated above.

VARIATIONS IN OBJECT

In accordance with Section 27 of the Companies Act, 2013, our Company shall not vary the objects of the Offer
without our Company being authorized to do so by the Shareholders by way of a special resolution. In addition,
the notice issued to the Shareholders in relation to the passing of such special resolution shall specify the
prescribed details as required under the Companies Act. The notice in respect of such resolution to Shareholders
shall simultaneously be published in the newspapers, one in English and one in regional language of the
jurisdiction where our Registered Office is situated. The Shareholders who do not agree to the above stated
proposal, our Promoter or controlling Shareholders will be required to provide an exit opportunity to such
dissenting Shareholders, at a price as may be prescribed by SEBI, in this regard.

APPRAISING AGENCY

None of the Objects have been appraised by any bank or financial institution or any other independent third-party
organization. The funding requirements of our Company and the deployment of the proceeds of the Offer are
currently based on management estimates. The funding requirements of our Company are dependent on a number
of factors which may not be in the control of our management, including variations in interest rate structures,
changes in our financial condition and current commercial conditions and are subject to change in light of changes
in external circumstances or in our financial condition, business or strategy.

SHORTFALL OF FUNDS

Any shortfall in meeting the fund requirements will be met by way of internal accruals and /or unsecured Loans.

OTHER CONFIRMATIONS

No part of the Net Proceeds will be paid by us to the Promoter and Promoter Group, the Directors, associates or
Key Managerial Personnel or Group Companies, except in the normal course of business. and Our Company has
not entered into nor has planned to enter into any arrangement/ agreements with our Directors, our Key
Management Personnel, or our Group Companies in relation to the utilization of the Net Proceeds.

112
 BASIS FOR OFFER PRICE

The Offer Price will be determined by our Company in consultation with the Lead Manager on the basis of
quantitative and qualitative factors as described below. The face value of the Equity Shares is Rs. 10/- each and
the Offer Price is [●] per equity share and [●] times of the face value.

The financial data presented in this section are based on our Company’s Restated Consolidated Financial
Statements. Investors should also refer to the sections titled “Risk Factors”, “Our Business”, “Restated
Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Position and
Results of Operations” on page 34, 197 and 237 respectively, to get a more informed view before making the
investment decision.

QUALITATIVE FACTORS

Some of the qualitative factors which form the basis for computing the Offer Price are:

• Long-Term Relationships
• Customized Client Solutions
• Understanding of Technology

For further details, see “Our Business – Our Competitive Strengths” beginning on page 137.

QUANTITATIVE FACTORS

The Information presented below relating to the company is based on the Restated Consolidated Financial
Statements for the period ended on September 30, 2024 and for the fiscal year ended on March 31, 2024, March
31, 2023 and March 31, 2022 prepared in accordance with Indian GAAP, The Companies Act, 2013 and SEBI
ICDR Regulations. For details, see the chapter titled “Restated Consolidated Financial Statements” beginning on
page 197 of this Draft Prospectus.

Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows:

I. Basic and Diluted Earnings per share (“EPS”) as per the Restated Consolidated Financial Statements

Fiscal Year Basic & Diluted EPS (Rs.) Weight

March 31, 2024 9.91 3
March 31, 2023 8.89 2
March 31, 2022 3.15 1
Weighted Average EPS 8.44
September 30, 2024* 7.21
*Not annualized

Notes:
1. Basic and diluted earnings EPS calculations are in accordance with AS-20 ‘Earnings Per Share’,
notified under section 133 of Companies Act, 2013 read with paragraph 7 of Companies (Accounts)
Rules, 2014.
2. Basic Earnings per share = Net profit after tax as restated attributable to equity shareholders for the
year/Weighted average number of equity shares outstanding during the year.
3. Diluted Earnings per share = Net profit after tax as restated / Weighted average number of potential
equity shares outstanding during the year.
4. The weighted average basic and diluted EPS is a product of basic and diluted EPS and respective
assigned weight, dividing the resultant by total aggregate weight. i.e. (EPS x Weight) for each year/Total
of weights.

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 5. 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. The time weighing factor is the number of days for which the specific shares are
outstanding as a proportion of total number of days during the year.
6. The figures disclosed above are based on the Restated Consolidated Financial Statements of our
Company.
7. The face value of each Equity Share is Rs. 10/- each.

II. Price to Earning (“P/E”) ratio in relation to Price of Rs. [●]/- per Equity Share:

Particulars P/E
P/E based on Basic & Diluted EPS for FY 2023-24 [●]
* Will be included in the Prospectus

Industry Peer Group P/E ratio

Particulars P/E Ratio

Highest 41.53
Lowest 39.57
Industry Composite 40.55
Source: The industry high and low has been considered from the industry peer set provided later in this
chapter. The industry composite has been calculated as the arithmetic average P/E of the industry peer set
disclosed in this section.

III. Return on Net Worth (“RONW”)

As derived from the Restated Consolidated Financial Statements of our Company:

Fiscal Year RONW (%) Weight

March 31, 2024 29.44% 3
March 31, 2023 36.62% 2
March 31, 2022 17.27% 1
Weighted Average RONW (%) 29.81%
September 30, 2024* 17.07%
*Not annualized

Notes:
(1) Return on Net Worth (%) = Net Profit/(Loss) after tax before other comprehensive income (as restated)
divided by net worth (excluding revaluation reserve) as restated at the end of the year. Net worth has been
computed as a sum of paid-up share capital and reserve & surplus excluding capital reserve on
amalgamation.
(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. The time weighting factor is the number of days for which the specific shares are outstanding as a
proportion of total number of days during the year.
(3) The Weighted Average Return on Net Worth = Aggregate of year-wise weighed average RONW divided
by the aggregate of weights i.e. [(RONW x Weight) for each fiscal year] / [Total of weights].

IV. Net Asset Value per Equity Share (Face Value of Rs. 10/- each)

Net Asset Value per Equity Share Amount in (Rs.)

Net Asset Value per Equity Share as on March 31, 2024 38.62
Net Asset Value per Equity Share as on March 31, 2023 28.71
Net Asset Value per Equity Share as on March 31, 2022 19.82

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 For the period from April 01, 2024 to September 30, 2024 45.82
Net Asset Value per Equity Share after the Offer* [●]
Offer Price per Equity Share** [●]
*Will be updated in the Prospectus
** Offer Price per Equity Share will be determined on conclusion on the filing of the prospectus.

(1) Net Asset Value per Equity Share = Net worth at the end of the respective year divided by the weighted
average number of equities shares outstanding as at the end of respective year.
(2) Net worth has been computed as a sum of paid-up share capital and reserve & surplus.

V. Comparison of Accounting Ratios with Listed Industry Peers:

We believe following is our peer group which has been determined on the basis of listed public companies
comparable in the similar line of segments in which our Company operates and whose business segment in
part or full may be comparable with that of our business, however, the same may not be exactly comparable
in size or business portfolio on a whole with that of our business.

Following is the comparison with our peer companies listed in India:

Face Closing Revenue from EPS for fiscal

NAV
Name of the value price Operations for year 2024 P/E RoNW
(Rs. per
Company (Rs. per (Rs. per FY 2024 (Rs.) Ratio** (%)
share)
share) share)** (Rs. in Lakhs) Basic Diluted
Globtier Infotech
10.00 [●] 8,817.59 9.91 9.91 38.62 [●] 29.44%
Limited*
Listed Peers:
Dev Information
5.00 165.80 16,357.56 4.19 4.18 25.92 39.57 16.26%
Technology Ltd
Sattrix
information 10.00 149.95 4,037.09 3.61 3.61 27.10 41.53 13.31%
security limited
*Financial information of the Company is derived from the Restated Consolidated Financial Statements for
the Fiscal Year ended March 31, 2024.
** Listed Peers closing market price as on December 31, 2024, on BSE Limited has been considered for
calculation of P/E.

Source: All the financial information for listed industry peers mentioned above is on a Consolidated basis
from the audited financial statements of a respective company for the year ended March 31, 2024, submitted
to stock exchange i.e. BSE and from the respective company website.

Notes:
1) Considering the nature and size of the business of the Company, the peers may not be strictly comparable.
However, the above Companies have been included for broad comparison.
2) Basic EPS and Diluted EPS refer to the Basic EPS and Diluted EPS sourced from the financial statements
of the respective company for the year ended March 31, 2024.
3) P/E Ratio has been computed based on the closing market price of equity shares on Stock exchange (BSE
Limited) as on December 31, 2024, divided by the Basic EPS provided above in the table.
4) For listed peers, RONW is computed as profit after tax for the year ended March 31, 2024, divided by
Shareholder’s equity.
5) Shareholder’s Equity has been computed as sum of paid-up share capital and reserve & surplus as on
March 31, 2024.
6) Net Asset Value per share (“NAV”) (in Rs.) is computed as the closing net worth divided by the equity
shares outstanding as on March 31, 2024.

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 The Offer Price is [●] times of the face value of the Equity Shares.

The Offer Price of Rs. [●] has been determined by our Company in consultation with the Lead Manager and
is justified in view of the above qualitative and quantitative parameters.

Investors should read the above-mentioned information along with chapters titled “Our Business”,
“Management’s Discussion and Analysis of Financial Position and Results of Operations”, “Risk Factors”
and “Restated Consolidated Financial Statements” beginning on page 137, 237, 34 and 197 respectively to
have a more informed view.

VI. KEY FINANCIAL AND OPERATIONAL PERFORMANCE INDICATORS (“KPIs”)

The KPIs disclosed below have been used historically by our Company to understand and analyze business
performance, which as a result, help us in analyzing the growth of various verticals in comparison to our peers.

The KPIs disclosed below have been approved by a resolution of our Audit Committee dated December 21, 2024
and the members of the Audit Committee have verified the details of all KPIs pertaining to the Company. Further,
the members of the Audit Committee have confirmed that there are no KPIs pertaining to our Company that have
been disclosed to any investors at any point of time during the three-year period prior to the date of filing of this
Draft Prospectus. Further, the KPIs herein have been certified by Sri Prakash & Co., Chartered Accountants, by
their certificates dated January 03, 2025 issued vide UDIN: 25539219BMKHTR9076 and UDIN:
25539219BMKHTG8538.

The KPIs of our Company have been disclosed in the sections “Our Business” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” starting on page 137 and 237, respectively.

Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis,
at least once in a year (or any lesser period as determined by the Board of our Company), for a duration of one
year after the date of listing of the Equity Shares on the Stock Exchange or till the complete utilization of the
proceeds of the Fresh Issue as per the disclosure made in the Objects of the Offer Section, whichever is later or
for such other duration as may be required under the SEBI ICDR Regulations.

Consolidated KPI indicators

(Amount in lakh, except EPS, % and ratios)
Financial Financial Financial
For the ended
Year ended Year ended Year ended
Particulars September
March 31, March 31, March 31,
30, 2024
2024 2023 2022
Revenue from operations (1) 4,128.12 8,817.59 8,624.49 6,890.99
Revenue CAGR (%) from F.Y. 2022-2024(2) 13.12%
EBITDA(3) 580.94 755.94 670.75 384.98
EBITDA (%) Margin (4)
14.07% 8.57% 7.78% 5.59%
EBITDA CAGR (%) from F.Y. 2022-2024 (5)
40.13%
EBIT (6)
462.81 679.52 611.98 351.32
ROCE (%) (7)
25.63% 45.39% 51.07% 36.60%
Current ratio (8)
1.45 1.29 1.29 1.38
Operating cash flow (9)
(185.06) 15.34 592.58 (43.27)
PAT (10)
271.65 373.59 335.02 118.78
PAT Margin (11)
6.58%* 4.24% 3.88% 1.72%
Net Worth (12)
1,727.54 1,455.89 1,082.30 747.28
ROE/ RONW (13)
17.07%* 29.44% 36.62% 17.27%

116
 EPS(14) 7.21 9.91 8.89 3.15
*Not annualized

Notes:
(1) Revenue from operations is the revenue generated from operations by our Company.
(2) Revenue CAGR: The two-year compound annual growth rate in Revenue.
[(Ending Value/Beginning Value) ^ (1/N)]-1
(3) EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses+ Exceptional items - Other
Income
(4) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations
(5) EBITDA CAGR: The two-year compound annual growth rate in EBITDA.
[(Ending Value/Beginning Value) ^ (1/N)]-1
(6) EBIT is Earnings before Finance Cost and taxes.
(7) ROCE: Return on Capital Employed is calculated as EBIT divided by average capital employed, which is
defined as shareholders’ equity plus non-current liabilities.
(8) Current Ratio: Current Asset over Current Liabilities
(9) Operating Cash Flow: Net cash inflow from operating activities
(10) PAT is mentioned as profit after tax for the period.
(11) PAT Margin is calculated as PAT for the period/year divided by revenue from operation.
(12) Net Worth means the aggregate value of the paid-up share capital and reserves and surplus of the company.
(13) ROE: Return on Equity is calculated as PAT divided by average shareholders’ equity
(14) EPS: Earning per share is calculated as PAT divide by Weighted No. of equity shares.

Explanation of KPIs

KPI Explanation
Revenue from operation Revenue from Operations is used by our management to track the revenue profile
of the business and in turn helps to assess the overall financial performance of our
Company and volume of our business.
Revenue CAGR % Revenue CAGR informs the management of compounded annual growth rate i.e.
Rate at which Company’s revenue are growing on annual basis.
EBITDA EBITDA provides information regarding the operational efficiency of the business
EBITDA Margin (%) EBITDA Margin (%) is an indicator of the operational profitability and financial
performance of our business
EBITDA CAGR % EBITDA CAGR indicate our compounded growth of the business
ROCE % ROCE provides how efficiently our Company generates earnings from the capital
employed in the business.
Current Ratio Current ratio indicates the company’s ability to bear its short-term obligations
Operating Cash Flow Operating cash flow shows whether the company is able to generate cash from day-
to-day business
PAT Profit after Tax is an indicator which determine the actual earning available to
equity shareholders
PAT Margin (%) PAT Margin (%) is an indicator of the overall profitability and financial
performance of the business.
Net Worth Net worth is used by the management to ascertain the total value created by the
entity and provides a snapshot of current financial position of the entity.
ROC/RONW ROC/RONW (%) is an indicator which shows how much company is generating
from its available shareholders’ funds
EPS Earning per shares is the company’s earnings available of one share of the
Company for the period

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Operational KPIs for the Company

Particulars SEP 30, 2024 FY 2024 FY 2023 FY 2022

Workforce Strength
Number of Employees 804 982 800 822
Customer Base
Number of Customers 33 39 41 27
Number of Repeat Customers 22 24 19 18
Contribution to revenue from operations of top 1 / 3 / 5 / 10 customers
Top 1 Customer (%) 56.74% 64.71% 61.20% 65.84%
Top 3 Customers (%) 74.37% 79.25% 73.56% 75.55%
Top 5 Customers (%) 80.68% 85.86% 80.31% 81.91%
Top 10 Customers (%) 88.47% 93.60% 91.11% 91.63%
Contribution to purchase material and stock in trade of top 1 / 3 / 5 / 10 Suppliers
Top 1 Supplier (%) 12.81% 12.87% 8.22% 5.52%
Top 3 Suppliers (%) 32.98% 32.17% 22.74% 12.01%
Top 5 Suppliers (%) 42.73% 43.78% 34.54% 16.17%
Top 10 Suppliers (%) 61.26% 63.96% 52.97% 23.93%

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Comparison of financial KPIs of our Company and our listed peers:

While our listed peers (mentioned below), like us, operate in the same industry and may have similar offerings or end use applications, our business may be different in terms
of different business models, different product verticals serviced or focus areas or different geographical presence.
(Amount in lakh, except EPS, % and ratios)
Globtier Infotech Limited Dev Information Technology Limited Sattrix information security limited
Key Financial Performance Period F.Y. F.Y. F.Y. Period F.Y. Period F.Y. F.Y. F.Y.
F.Y. F.Y.
April to 2023- 2022- 2021- April to 2021- April to 2023- 2022- 2021-
2023-24 2022-23
Sep 24 24 23 22 Sep 24 22 Sep 24 24 23 22
Revenue from operation(1) 4,128.12 8,817.59 8,624.49 6,890.99 7,139.90 16,357.56 12,415.52 9,982.32 2,219.34 4,037.09 3,512.54 2,065.87
Growth in Revenue from
- 2.24% 25.16% 85.96% - 31.75% 24.38% 17.94% - 15.04% 70.03% 14.29%
operation(2)
EBIDTA(3) 580.94 755.94 670.75 384.98 471.35 1,377.09 692.51 363.08 128.91 250.58 492.11 180.63
EBITDTA Margin (4)
14.07% 8.57% 7.78% 5.59% 6.60% 8.42% 5.58% 3.64% 5.81% 6.21% 14.01% 8.74%
EBIT (5)
462.81 679.52 611.98 351.32 1,574.29 1,391.13 1,264.43 290.20 59.74 312.03 552.50 158.22
ROCE (%) (6)
25.63%* 45.39% 51.07% 36.60% 21.64% 21.58% 27.79% 8.53% 1.65% 22.45% 46.80% 24.86%
Current ratio (7)
1.45 1.29 1.29 1.38 2.25 2.10 2.08 1.52 2.23 1.56 1.53 1.73
Operating cash flow (8)
(185.06) 15.34 592.58 (43.27) (1,553.39) (79.21) (164.75) 477.32 (837.84) 1,126.00 262.73 (153.04)
PAT(9) 271.65 373.59 335.02 118.78 1,182.86 947.57 902.08 (7.09) 39.73 180.31 377.12 91.92
PAT Margin(10) 6.58%* 4.24% 3.88% 1.72% 16.57% 5.79% 7.27% (0.07) % 1.79% 4.47% 10.74% 4.45%
Net Worth(11) 1,727.54 1,455.89 1,082.30 747.28 6,565.91 5,828.34 4,160.73 3,277.93 3,574.03 1354.85 1,177.92 633.70
ROE/ RONW (12)
17.07%* 29.44% 36.62% 17.27% 18.02% 16.26% 21.68% -0.22% 1.11% 13.31% 32.02% 14.51%
EPS (13)
7.21 9.91 8.89 3.15 5.30 4.19 4.08 (0.13) 0.65 3.61 0.04 919.20
*Not annualized

Notes for the calculation of peer companies:

(1) Revenue from Operations as appearing in the Restated Consolidated Financial Statements/ Annual Reports of the respected companies
(2) Growth in Revenue from operations (%) is calculated as Revenue from operations of the relevant period minus Revenue from operations of the preceding period, divided
by Revenue from operations of the preceding period.
(3) EBITDA is calculated as Profit before tax + Depreciation + Finance Cost-Other Income

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(4) EBITDA Margin’ is calculated as EBITDA divided by Revenue from the Operations of the company.
(5) EBIT is Earnings before Finance Cost and taxes
(6) ROCE: Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as shareholder’s equity plus non-current liabilities.
(7) Current Ratio: Current Asset over Current Liabilities
(8) Operating Cash Flow: Net cash inflow from operating activities
(9) PAT is the profit for the period from continuing operations
(10) PAT Margin’ is calculated as PAT for the period/year divided by revenue from operations.
(11) Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and Non-controlling/Minority
interest.
(12) ROE: Return on Equity is calculated as PAT divided by shareholders’ equity on the last day of the period.
(13) EPS: Earning per share is calculated as PAT divide by Weighted No. of equity shares.

Comparison of Operational KPIs for the Company with that of Company’s listed Peers:

Globtier Infotech Limited Dev Information Technology Limited Sattrix Information Security Limited
Particulars
FY 2024 FY 2023 FY 2022 FY 2024 FY 2023 FY 2022 FY 2024 FY 2023 FY 2022
Workforce Strength
Number of Employees 982 800 822 NA NA NA NA NA NA
Customer Base
Number of Customers 39 41 27 NA NA NA NA NA NA
Number of Repeat Customers 24 19 18 NA NA NA NA NA NA
Contribution to revenue from operations of top 1 / 3 / 5 / 10 customers
Top 1 Customer (%) 64.71% 61.20% 65.84% NA NA NA NA NA NA
Top 3 Customers (%) 79.25% 73.56% 75.55% NA NA NA NA NA NA
Top 5 Customers (%) 85.86% 80.31% 81.91% NA NA NA NA NA NA
Top 10 Customers (%) 93.60% 91.11% 91.63% NA NA NA NA NA NA
Contribution to purchase material and stock in trade of top 1 / 3 / 5 / 10 Suppliers
Top 1 Supplier (%) 12.87% 8.22% 5.52% NA NA NA NA NA NA
Top 3 Suppliers (%) 32.17% 22.74% 12.01% NA NA NA NA NA NA
Top 5 Suppliers (%) 43.78% 34.54% 16.17% NA NA NA NA NA NA
Top 10 Suppliers (%) 63.96% 52.97% 23.93% NA NA NA NA NA NA
Note: Operational KPI data for the Company's listed peers is either not available in the public domain or calculated in a manner that is not ascertainable. Consequently, this
data may not provide an accurate comparison with the Company's information and is therefore not included.

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VII. WEIGHTED AVERAGE COST OF ACQUISITION

a) The price per share of our Company based on the primary/ new issue of shares (equity/ convertible
securities)

There has been no issuance of Equity Shares during the 18 months preceding the date of this Draft Prospectus,
where such issuance is equal to or more than 5% of the fully diluted paid-up share capital of the Company
(calculated based on the pre-offer capital before such transaction(s) and excluding employee stock options
granted but not vested and issuance of bonus shares), in a single transaction or multiple transactions combined
together over a span of 30 days.

b) The price per share of our Company based on the secondary sale/ acquisition of shares (equity shares)

There have been no secondary sale/ acquisitions of Equity Shares, where the promoters, members of the
promoter group, the selling shareholder or shareholder(s) having the right to nominate director(s) in the board
of directors of the Company are a party to the transaction (excluding gift of shares), during the 18 months
preceding the date of this Draft Prospectus, where either acquisition or sale is equal to or more than 5% of
the fully diluted paid up share capital of the Company (calculated based on the pre-offer capital before such
transaction(s) and excluding employee stock options granted but not vested), in a single transaction or
multiple transactions combined together over a span of rolling 30 days.

c) Since there are no such transactions to report to under (a) and (b) therefore, information based on last 5
primary or secondary transactions (secondary transactions where the promoters, promoter group entities,
selling shareholder or shareholder(s) having the right to nominate director(s) in the Board of our Company,
are a party to the transaction), not older than 3 years prior to the date of this Draft Prospectus, irrespective of
the size of transactions, is as below:

Primary Transaction

(Amount in Rs.)
No. of
Face Issue Nature
Date of Equity Nature of Total
Value per Price per of
Allotment Shares Consideration Consideration
share share Issue
issued
November 20, Bonus
75,40,000 10.00 Nil Other than Cash Nil
2024 Issue
Total 7,540,000 - - - - -
Weighted
average number 7,540,000 - - - - -
of shares
Weighted
average cost of - - - - Nil -
Acquisition*

Secondary Transaction

(Amount in Rs.)
Date of Name of Name of
No. of Equity Price per Nature of Total
Transfer Transferor Transferor
Shared issued share Transaction Consideration
Sale of
March 28, 2024 Rekha Shukla Mahak Bhatia 1,000 40.00 40,000
Shares
Shyamu Sale of
March 28, 2024 Rekha Shukla 1,000 40.00 40,000
Tiwari Shares

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 Rukmani Sale of
March 28, 2024 Rekha Shukla 1,000 40.00 40,000
Pandey Shares
Denis
Sale of
March 28, 2024 Rekha Shukla Narender 1,000 40.00 40,000
Shares
Kumar
Sale of
March 28, 2024 Rekha Shukla Dipak Dabral 1,000 40.00 40,000
Shares
Total - - 5,000 - - 2,00,000
Weighted
average number - - 5,000 - - -
of shares
Weighted
average cost of - - - 40.00 - -
Acquisition*

Weighted average cost of acquisition and Offer price:

Past Transactions Weighted Average

IPO Price
Cost of Acquisition
Weighted average cost of acquisition of primary / new issue
NA^ NA^
as per paragraph 8(a) above.
Weighted average cost of acquisition for secondary sale /
NA^ NA^
acquisition as per paragraph 8(b) above.
Weighted average cost of acquisition of primary issuances /
40.00 [●]*
secondary transactions as per paragraph 8(c) above
^There were no primary / new issue of shares (equity/ convertible securities) as mentioned in paragraph
VII(a) & VII (b) above, in last 18 months from the date of this Draft Prospectus.
* To be updated in Prospectus.

Note: Pursuant to the certificate dated January 03, 2025, issued by Statutory & Peer Review Auditor of our
Company, Sri Prakash & Co., Chartered Accountants vide UDIN:25539219BMKHTH3297.

The Offer Price of Rs. [●] has been determined by our Company and Selling Shareholder in consultation with the
Lead Manager and will be justified by us in consultation with the Lead Manager on the basis of the above
information. Investors should read the abovementioned information along with “Our Business”, “Risk Factors”
and “Financial Information” on pages 137, 34 and 197 respectively, to have a more informed view. The trading
price of the Equity Shares of our Company could decline due to the factors mentioned in “Risk Factors” or any
other factors that may arise in the future and you may lose all or part of your investments.

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122
 STATEMENT OF TAX BENEFITS

STATEMENT OF POSSIBLE TAX BENEFITS

To,
The Board of Directors
Globtier Infotech Limited
B-67, 3rd Floor, Sector 67,
Gautam Buddha Nagar, Noida,
Uttar Pradesh, India, 201301

Dear Sir,

Sub: Statement of possible Special tax benefit (‘the Statement’) available to “Globtier Infotech Limited”
(hereinafter referred to as “the Company” or “the Issuer”) and its shareholders prepared in accordance
with the requirements under Schedule VI-Clause 9L of the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2018 as amended (the ‘Regulations’)

We hereby confirm that the enclosed annexure, prepared by “Globtier Infotech Limited” (‘the Company”)
states the possible special tax benefits available to the Company and the shareholders of the Company under the
Income – tax Act, 1961 (‘Act’) as amended time to time, the Central Goods and Services Tax Act, 2017, the
Integrated Goods and Services Tax Act, 2017, the State Goods and Services Tax Act as passed by respective State
Governments from where the Company operates and applicable to the Company, the Customs Act, 1962 and the
Foreign Trade Policy 2015-2020, as amended by the Finance Act, 2023, i.e., applicable for the Financial Year
2024-25 relevant to the assessment year 2025-26, presently in force in India for inclusion in the Draft Prospectus
(“DP”) / Prospectus for the proposed public offer of equity shares, as required under the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR
Regulations”).

Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed
under the relevant provisions of the Act. Hence, the ability of the Company or its shareholders to derive the tax
benefits is dependent upon fulfilling such conditions, which based on the business imperatives, the company may
or may not choose to fulfil.

The benefits discussed in the enclosed Annexure cover only special tax benefits available to the Company and its
Shareholders and do not cover any general tax benefits. Further, these benefits are neither exhaustive nor
conclusive and the preparation of the contents stated is the responsibility of the Company’s management. We are
informed that this statement is only intended to provide general information to the investors and hence is neither
designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax
consequences, 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 offer. We are neither suggesting nor are we
advising the investor to invest money or not to invest money based on this statement.

Our views are based on the existing provisions of the Act and its interpretations, which are subject to change or
modification by subsequent legislative, regulatory, administrative or judicial decisions. Any such change, which
could also be retroactive, could have an effect on the validity of our views stated herein. We assume no obligation
to update this statement on any events subsequent to its issue, which may have a material effect on the discussions
herein.

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

• the Company or its Shareholders will continue to obtain these benefits in future;

123
 • the conditions prescribed for availing the benefits, where applicable have been/would be met;
• The revenue authorities/courts will concur with the views expressed herein.

We hereby give our consent to include enclosed statement regarding the tax benefits available to the Company
and to its shareholders in the DP for the proposed public offer of equity shares which the Company intends to
submit to the Securities and Exchange Board of India provided that the below statement of limitation is included
in the offer document.

Limitations

Our views expressed in the statement enclosed are based on the facts and assumptions indicated above. No
assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views is
based on the information, explanations and representations obtained from the Company and on the basis of our
understanding of the business activities and operations of the Company and the interpretation of the existing tax
laws in force in India and its interpretation, which are subject to change from time to time. We do not assume
responsibility to update the views consequent to such changes. Reliance on the statement is on the express
understanding that we do not assume responsibility towards the investors who may or may not invest in the
proposed offer relying on the statement.

The enclosed Annexure is intended solely for your information and for inclusion in the Draft Prospectus /
Prospectus or any other offer related material in connection with the proposed offer of equity shares and is not to
be used, referred to or distributed for any other purpose without our prior written consent.

Signed in terms of our separate report of even date.

For Sri Prakash & CO.,

Chartered Accountants,
Firm Registration No: 002058C

Sd/-

Kanupriya Bathla
Partner
Membership No: 539219
UDIN: 25539219BMKHSV5209
Date: January 03, 2025
Place: New Delhi

124
 Annexure to the statement of possible Tax Benefits

Outlined below are the possible Special tax benefits available to the Company and its shareholders under the
Income Tax Act, 1961 presently forced 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 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.

1. Special Tax Benefits available to the Company under the Act:

The Company is not entitled to any Special tax benefits under the Act.

2. Special Tax Benefits available to the shareholders of the Company

The shareholders of the Company are not entitled to any Special tax benefits under the Act.

Notes:

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.

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

125
 SECTION V – ABOUT THE COMPANY

OUR INDUSTRY

The information in this section has been extracted from various websites and publicly available documents from
various industry sources. The data may have been re-classified by us for the purpose of presentation. None of the
Company and any other person connected with the Offer have independently verified this information. Industry
sources and publications generally state that the information contained therein has been obtained from believed
to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their
reliability cannot be assured. Industry sources and publications are also prepared based on information as of
specific dates and may no longer be current or reflect current trends. Industry sources and publications may also
base their information on estimates, projection forecasts and assumptions that may prove to be incorrect.
Accordingly, investors should not place undue reliance on information.

Global Economy Outlook

Uncertainty Seeping through as Policies Shift

The past four years have put the resilience of the global economy to the test. A once-in-a-century pandemic,
eruption of geopolitical conflicts, and extreme weather events have disrupted supply chains, caused energy and
food crises, and prompted governments to take unprecedented actions to protect lives and livelihoods. The global
economy has demonstrated resilience overall, but this masks uneven performance across regions and lingering
fragilities.

The negative supply shocks to the global economy since 2020 have had lasting effects on output and inflation,
with varied impacts across individual countries and country groups. The sharpest contrasts are between advanced
and developing economies. Whereas the former have caught up with activity and inflation projected before the
pandemic, the latter are showing more permanent scars (see the October 2023 World Economic Outlook), with
large output shortfalls and persistent inflation (Figure 1.1). They also remain more vulnerable to the types of
commodity price surges that followed Russia’s invasion of Ukraine (Figure 1.2; October 2023 and April 2024
World Economic Outlook).

Since the beginning of the year, signs have emerged that cyclical imbalances are being gradually resorbed, with
economic activity in major economies better aligned with their potential. These developments may have helped
bring inflation rates across countries closer together, but the momentum in global disinflation appears to have
slowed in the first half of the year (July 2024 World Economic Outlook Update). Goods prices have stabilized,
and some are declining, but services price inflation remains high in many countries, partly reflecting rapid wage
increases, as pay is still catching up with the inflation surge of 2021–22. This has forced some central banks to
delay their policy-easing plans, putting public finances under more pressure, especially in countries where debt-
servicing costs are already high and refinancing needs significant.

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Now, as before, the global outlook will be shaped largely by fiscal and monetary choices, their international
spillovers, the intensity of geoeconomic fragmentation forces, and the ability of governments to implement long-
overdue structural reforms. With inflation approaching central bank targets and governments striving to manage
debt dynamics, the policy mix is expected to shift from monetary to fiscal tightening as monetary policy rates are
brought down, closer to their natural levels. How fast such rotations occur in individual countries will have
consequences for capital flows and exchange rates. The level of uncertainty surrounding the outlook is high.
Newly elected governments (about half of the world population has gone or will go to the polls in 2024) could
introduce significant shifts in trade and fiscal policy. Moreover, the return of financial market volatility over the
summer has stirred old fears about hidden vulnerabilities. This has heightened anxiety over the appropriate
monetary policy stance— especially in countries where inflation is persistent and signs of slowdown are emerging.
Further intensification of geopolitical rifts could weigh on trade, investment, and the free flow of ideas. This could
affect long-term growth, threaten the resilience of supply chains, and create difficult trade-offs for central banks.
On the upside, governments could succeed in building the necessary consensus around overdue and difficult-to-
pass structural reforms, which would boost growth and enhance fiscal sustainability and financial stability.

Growth Outlook: Major Economies Draw Closer Together

Following a reopening rebound in 2022, growth in advanced economies markedly slowed in 2023 and is projected
to remain steady, oscillating between 1.7 and 1.8 percent until 2029. This apparent stability conceals differing
country dynamics as various cyclical forces unwind and economic activity gets back in line with potential. In the
United States, growth is expected to decelerate, with output reaching potential from above by 2029. In the United
Kingdom and the euro area, on the other hand, activity is projected to accelerate, closing the output gap from
below. In Japan, where the output gap is already closed, GDP is expected to grow in line with potential.

• In the United States, projected growth for 2024 has been revised upward to 2.8 percent, which is 0.2
percentage point higher than the July forecast, on account of stronger outturns in consumption and
nonresidential investment. The resilience of consumption is largely the result of robust increases in real wages
(especially among lower-income households) and wealth effects. Growth is anticipated to slow to 2.2 percent
in 2025 as fiscal policy is gradually tightened and a cooling labor market slows consumption. With GDP
growth lower than potential, the output gap is expected to start closing in 2025.
• In the euro area, growth seems to have reached its lowest point in 2023. A touch weaker than projected in
April and July 2024, GDP growth is expected to pick up to a modest 0.8 percent in 2024 as a result of better
export performance, in particular of goods. In 2025, growth is projected to rise further to 1.2 percent, helped
by stronger domestic demand. Rising real wages are expected to boost consumption, and a gradual loosening
of monetary policy is expected to support investment. Persistent weakness in manufacturing weighs on
growth for countries such as Germany and Italy. However, whereas Italy’s domestic demand is expected to
benefit from the European Union–financed National Recovery and Resilience Plan, Germany is experiencing
strain from fiscal consolidation and a sharp decline in real estate prices.
• Offsetting dynamics are also at play among other advanced economies. Growth is expected to decelerate in
Japan in 2024, with the slowdown reflecting temporary supply disruptions and fading of one-off factors that
boosted activity in 2023, such as the surge in tourism. With respect to April, growth is revised downward, by
0.6 percentage point, to 0.3 percent for 2024, reflecting a temporary supply disruption in the car industry and
the base effect of historical data revisions. An acceleration to 1.1 is predicted in 2025, with growth boosted
by private consumption as real wage growth strengthens. In the United Kingdom, in contrast, growth is
projected to have accelerated to 1.1 percent in 2024 and is expected to continue doing so to 1.5 percent in
2025 as falling inflation and interest rates stimulate domestic demand.

Growth Outlook: Emerging Markets Get Support from Asia

In a manner similar to that for advanced economies, the growth outlook for emerging market and developing
economies is remarkably stable for the next two years, hovering at about 4.2 percent and steadying at 3.9 percent
by 2029. And just as in advanced economies, offsetting dynamics are occurring between country groups.
Compared with that in April, growth in emerging market and developing economies is revised upward by 0.1

127
percentage point for 2024, reflecting upgrades for Asia (China and India) that more than offset downgrades for
sub-Saharan Africa and for the Middle East and Central Asia.

• Emerging Asia’s strong growth is expected to subside, from 5.7 percent in 2023 to 5.0 percent in 2025. This
reflects a sustained slowdown in the region’s two largest countries. In India, the outlook is for GDP growth
to moderate from 8.2 percent in 2023 to 7 percent in 2024 and 6.5 percent in 2025, because pent-up demand
accumulated during the pandemic has been exhausted, as the economy reconnects with its potential. In China,
the slowdown is projected to be more gradual. Despite persisting weakness in the real estate sector and low
consumer confidence, growth is projected to have slowed only marginally to 4.8 percent in 2024, largely
thanks to better-than-expected net exports. Compared with that in April, the forecast has been revised upward
by 0.2 percentage point in 2024 and 0.4 percentage point in 2025. Recent policy measures may provide upside
risk to near-term growth.
• In contrast, growth in the Middle East and Central Asia is projected to pick up from an estimated 2.1 percent
in 2023 to 3.9 percent in 2025, as the effect on the region of temporary disruptions to oil production and
shipping are assumed to fade away. Compared with that in April, the projection has been revised downward
by 0.4 percentage point for 2024, mainly the result of the extension of oil production cuts in Saudi Arabia and
ongoing conflict in Sudan taking a large toll.
• In sub-Saharan Africa, GDP growth is similarly projected to increase, from an estimated 3.6 percent in 2023
to 4.2 percent in 2025, as the adverse impacts of prior weather shocks abate and supply constraints gradually
ease. Compared with that in April, the regional forecast is revised downward by 0.2 percentage point for 2024
and upward by 0.1 percentage point for 2025. Besides the ongoing conflict that has led to a 26 percent
contraction of the South Sudanese economy, the revision reflects slower growth in Nigeria, amid weaker-
than-expected activity in the first half of the year.
• In Latin America and the Caribbean, growth is projected to decline from 2.2 percent in 2023 to 2.1 percent in
2024 before rebounding to 2.5 percent in 2025. In Brazil, growth is projected at 3.0 percent in 2024 and 2.2
percent in 2025. This is an upward revision of 0.9 percentage point for 2024, compared with July 2024 World
Economic Outlook Update projections, owing to stronger private consumption and investment in the first half
of the year from a tight labor market, government transfers, and smaller-than-anticipated disruptions from
floods. However, with the still-restrictive monetary policy and the expected cooling of the labor market,
growth is expected to moderate in 2025. In Mexico, growth is projected at 1.5 percent in 2024, reflecting
weakening domestic demand on the back of monetary policy tightening, before slowing further to 1.3 percent
in 2025 on a tighter fiscal stance. Overall, offsetting revisions leave the regional growth forecast broadly
unchanged since April.
• Growth in emerging and developing Europe is projected to remain steady at 3.2 percent in 2024 but to ease
significantly to 2.2 percent in 2025. The moderation reflects a sharp slowdown in Russia from 3.6 percent in
2023 to 1.3 percent in 2025 as private consumption and investment slow amid reduced tightness in the labor
market and slower wage growth. In Türkiye, growth is expected to slow from 5.1 percent in 2023 to 2.7
percent in 2025, with the slowdown driven by the shift to monetary and fiscal policy tightening since mid-
2023.
Source: https://www.imf.org/en/Publications/WEO/Issues/2024/10/22/world-economic-outlook-october-2024

Indian Economy Outlook

Strong economic growth in the first quarter of FY23 helped India overcome the UK to become the fifth-largest
economy after it recovered from the COVID-19 pandemic shock. Nominal GDP or GDP at Current Prices for Q1
2024-25 is estimated at Rs. 77.31 lakh crores (US$ 928.9 billion) with growth rate of 9.7%, compared to the
growth of 8.5% for Q1 2023-24. The growth in nominal GDP during 2023-24 is estimated at 9.6% as compared
to 14.2% in 2022-23. Strong domestic demand for consumption and investment, along with Government’s
continued emphasis on capital expenditure are seen as among the key driver of the GDP in the second half of
FY24. During the period April-September 2025, India’s exports stood at US$ 211.46 billion, with Engineering
Goods (26.57%), Petroleum Products (16.51%) and electronic goods (7.39%) being the top three exported
commodity. Rising employment and increasing private consumption, supported by rising consumer sentiment,
will support GDP growth in the coming months.

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Future capital spending of the government in the economy is expected to be supported by factors such as tax
buoyancy, the streamlined tax system with low rates, a thorough assessment and rationalisation of the tariff
structure, and the digitization of tax filing. In the medium run, increased capital spending on infrastructure and
asset-building projects is set to increase growth multipliers. The contact-based services sector has demonstrated
promise to boost growth by unleashing the pent-up demand. The sector's success is being captured by a number
of HFIs (High-Frequency Indicators) that are performing well, indicating the beginnings of a comeback.

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 appeal as a destination for investments has grown stronger and more sustainable because of the current
period of global unpredictability and volatility, and the record amounts of money raised by India-focused funds
in 2022 are evidence of investor faith in the "Invest in India" narrative.

Market size

Real GDP or GDP at Constant (2011-12) Prices for the period Q1 2024-25 is estimated at Rs. 43.64 lakh crore
(US$ 524 billion), against the First Revised Estimates (FRE) of GDP for the year Q1 2023-24 of Rs. 40.91 lakh
crore (US$ 491 million). The growth in real GDP during 2023-24 is estimated at 8.2% as compared to 7.0% in
2022-23. There are 113 unicorn startups in India, with a combined valuation of over US$ 350 billion. As many as
14 tech startups are expected to list in 2024 Fintech sector poised to generate the largest number of future unicorns
in India. With India presently has the third-largest unicorn base in the world. The government is also focusing on
renewable sources by achieving 40% of its energy from non-fossil sources by 2030. India is committed to
achieving the country's ambition of Net Zero Emissions by 2070 through a five-pronged strategy, ‘Panchamrit’.
Moreover, India ranked 3rd in the renewable energy country attractive index.

According to the McKinsey Global Institute, India needs to boost its rate of employment growth and create 90
million non-farm jobs between 2023 to 2030 in order to increase productivity and economic growth. The net
employment rate needs to grow by 1.5% per annum from 2023 to 2030 to achieve 8-8.5% GDP growth between
same time periods. India’s current account deficit (CAD) narrowed to 0.7% of GDP in FY24. The CAD stood at
US$ 9.7 billion for the Q1 2024-25 from US$ 8.9 billion in Q1 2023-24 or 1.1% of GDP. This was largely due to
decrease in merchandise trade deficit.

Exports fared remarkably well during the pandemic and aided recovery when all other growth engines were losing
steam in terms of their contribution to GDP. Going forward, the contribution of merchandise exports may waver
as several of India’s trade partners witness an economic slowdown. According to Minister of Commerce and
Industry, Consumer Affairs, Food and Public Distribution and Textiles Mr. Piyush Goyal, Indian exports are
expected to reach US$ 1 trillion by 2030.

Recent Developments

India is primarily a domestic demand-driven economy, with consumption and investments contributing to 70% of
the economic activity. With an improvement in the economic scenario and the Indian economy recovering from
the Covid-19 pandemic shock, several investments and developments have been made across various sectors of
the economy. According to World Bank, India must continue to prioritise lowering inequality while also putting
growth-oriented policies into place to boost the economy. In view of this, there have been some developments that
have taken place in the recent past. Some of them are mentioned below.

• According to HSBC Flash India PMI report, business activity surged in April to its highest level in about
14 years as well as sustained robust demand. The composite index reached 62.2, indicating continuous
expansion since August 2021, alongside positive job growth and decreased input inflation, affirming
India's status as the fastest-growing major economy.
• As of October 11, 2024, India’s foreign exchange reserves stood at US$ 690.43 billion.
• In 1H 2024, India saw a total of US$ 31.5 billion in PE-VC investments.

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 • India secured 39th position out of 133 economies in the Global Innovation Index 2024. India rose from
81st position in 2015 to 39th position in 2024. India ranks 3rd position in the global number of scientific
publications.
• In September 2024, the gross Goods and Services Tax (GST) stood at highest monthly revenue collection
at Rs. 1.73 lakh crore (US$ 20.83 billion).
• Between April 2000–June 2024, cumulative FDI equity inflows to India stood at US$ 1,013.45 billion.
• In August 2024, the overall IIP (Index of Industrial Production) stood at 145.6. The Indices of Industrial
Production for the mining, manufacturing and electricity sectors stood at 125.1, 147.1 and 219.3,
respectively.
• According to data released by the Ministry of Statistics & Programme Implementation (MoSPI), India’s
Consumer Price Index (CPI) based retail inflation reached 5.49% (Provisional) for September 2024.
• Foreign Institutional Investors (FII) inflows between April-July (2023-24) were close to Rs. 80,500 crore
(US$ 9.67 billion), while Domestic Institutional Investors (DII) sold Rs. 4,500 crore (US$ 540.56
million) in the same period. As per depository data, Foreign Portfolio Investors (FPIs) invested (US$
13.89 billion) in India during January- (up to 15th July) 2024.
• The wheat procurement during Rabi Marketing Season (RMS) 2024-25 (till May) was estimated to be
266 lakh metric tonnes (LMT) and the rice procured in Kharif Marketing Season (KMS) 2024-25 was
400 LMT.

Government Initiatives

Over the years, the Indian government has introduced many initiatives to strengthen the nation's economy. The
Indian government has been effective in developing policies and programmes that are not only beneficial for
citizens to improve their financial stability but also for the overall growth of the economy. Over recent decades,
India's rapid economic growth has led to a substantial increase in its demand for exports. Besides this, a number
of the government's flagship programmes, including Make in India, Start-up India, Digital India, the Smart City
Mission, and the Atal Mission for Rejuvenation and Urban Transformation, is aimed at creating immense
opportunities in India. In this regard, some of the initiatives taken by the government to improve the economic
condition of the country are mentioned below:

• In July 2024, the Ministry of Finance held the Union Budget and announced that for 2024-25, the total
receipts other than borrowings and the total expenditure are estimated at Rs. 32.07 lakh crore (US$
383.93 billion) and Rs. 48.21 lakh crore (US$ 577.16 billion), respectively.

• In February 2024, the Finance Ministry announced the total expenditure in Interim 2024-25 estimated
at Rs. 47,65,768 crore (US$ 571.64 billion) of which total capital expenditure is Rs. 11,11,111 crore
(US$ 133.27 billion).

• On August 6, 2023, Amrit Bharat Station Scheme was launched to transform and revitalize 1309
railway stations across the nation. This scheme envisages development of stations on a continuous
basis with a long-term vision.

• Prime Minister’s Development Initiative for North-East Region (PM-DevINE) was announced in the
Union Budget 2022-23 with a financial outlay of Rs. 1,500 crore (US$ 182.35 million).

• The Government of India is expected to increase public health spending to 2.5% of the GDP by 2025.

Road Ahead

In the second quarter of FY24, the growth momentum of the first quarter was sustained, and high-frequency
indicators (HFIs) performed well in July and August of 2023. India's comparatively strong position in the external
sector reflects the country's positive outlook for economic growth and rising employment rates. India ranked 5th
in foreign direct investment inflows among the developed and developing nations listed for the first quarter of
2022.

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India's economic story during the first half of the current financial year highlighted the unwavering support the
government gave to its capital expenditure, which, in 2023-24, stood 37.4% higher than the same period last year.
In the budget of 2024-25, capital expenditure took lead by steeply increasing the capital expenditure outlay by
17.1 % to Rs.11 lakh crore (US$ 133.51 billion) over Rs. 9.48 lakh crore (US$ 113.91 billion) in 2023-24.
Stronger revenue generation because of improved tax compliance, increased profitability of the company, and
increasing economic activity also contributed to rising capital spending levels.

Since India’s resilient growth despite the global pandemic, India's exports climbed at the second-highest rate with
a year-over-year (YoY) growth of 8.39% in merchandise exports and a 29.82% growth in service exports till April
2023. With a reduction in port congestion, supply networks are being restored. The CPI-C inflation reduction from
June 2022 already reflects the impact. In September 2023 (Provisional), CPI-C inflation was 5.02%, down from
7.01% in June 2022. With a proactive set of administrative actions by the government, flexible monetary policy,
and a softening of global commodity prices and supply-chain bottlenecks, inflationary pressures in India look to
be on the decline overall.

Source: https://www.ibef.org/economy/indian-economy-overview

INDUSTRY OVERVIEW

Source: https://www.ibef.org/download/1728466425_IT_and_BPM_August_2024.pdf

Information Technology Industry in India

The IT & BPM sector has become one of the most significant growth catalysts for the Indian economy,
contributing significantly to the country’s GDP and public welfare. The IT industry accounted for 7.5% of India’s
GDP in FY23, and it is expected to contribute 10% to India’s GDP by 2025.

As innovative digital applications permeate sector after sector, India is now prepared for the next phase of growth
in its IT revolution. India is viewed by the rest of the world as having one of the largest Internet user bases and
the cheapest Internet rates, with 76 crore citizens now having access to the Internet.

The current emphasis is on the production of significant economic value and citizen empowerment, thanks to a
solid foundation of digital infrastructure and enhanced digital access provided by the Digital India Programme.
India is one of the countries with the quickest pace of digital adoption. This was accomplished through a mix of
government action, commercial innovation and investment, and new digital applications that are already
improving and permeating a variety of activities and different forms of work, thus having a positive impact on the
daily lives of citizens.

India’s rankings improved six places to the 40th position in the 2022 edition of the Global Innovation Index (GII).

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Market Size

According to the National Association of Software and Service Companies (NASSCOM), the Indian IT industry’s
revenue touched US$ 227 billion in FY22, a 15.5% YoY growth and was estimated to have touched US$ 245
billion in FY23.

The IT spending in India is estimated to record a double-digit growth of 11.1% in 2024, totalling US$ 138.6 billion
up from US$ 124.7 billion last year.

The Indian software product industry is expected to reach US$ 100 billion by 2025. Indian companies are focusing
on investing internationally to expand their global footprint and enhance their global delivery centres.

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.

India's IT industry is likely to hit the US$ 350 billion mark by 2026 and contribute 10% towards the country's
gross domestic product (GDP), Infomerics Ratings said in a report.

As an estimate, India’s IT export revenue rose by 9% in constant currency terms to US$ 194 billion in FY23.
Exports from the Indian IT services industry stood at US$ 199 billion in FY24.

The export of IT services has been the major contributor, accounting for more than 53% of total IT exports
(including hardware).

BPM and engineering and R&D (ER&D) and software products exports accounted for 22% and 25%, respectively
of total IT exports during FY23.

Exports from the Indian IT industry stood at US$ 194 billion in FY23. The export of IT services was the major
contributor, accounting for more than 51% of total IT exports (including hardware). BPM, and Software products
and engineering services accounted for 19.3% and 22.1% each of total IT exports during FY23.

The IT industry added 2.9 lakh new jobs taking the industry’s workforce tally to 5.4 million people in FY23.

Source: https://www.ibef.org/industry/information-technology-india

Source: https://ibef.org/uploads/industry/Infrographics/large/it-and-bpm-infographic-august-2024.pdf

Strong growth in IT & BPM exports

- As an estimate, India’s IT export revenue rose by 9% in constant currency terms to US$ 194 billion in
FY23.
- Export of IT services was the major contributor, accounting for more than 53% of total IT exports
(including hardware).
- BPM and engineering and R&D (ER&D) and software products exports accounted for 22% and 25%,
respectively of total IT exports during FY23.

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 - 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 Minister of Electronics and Information Technology, Skill Development and
Entrepreneurship, Mr. Rajeev Chandrasekhar, announced that the IT export target was set at US$ 400
billion for March 2022. In addition, the central government was planning to focus on areas such as
cybersecurity, hyper-scale computing, artificial intelligence and blockchain.

Recent Trends and Strategies in IT Industry

Notable Trends

1. Global delivery model

- Indian software product industry is expected to reach US$ 100 billion by 2025. Indian companies are
focusing on investing internationally to expand their global footprint and enhance their global delivery
centres.
- In line with this, in February 2021, Tata Consultancy Services announced plans to recruit 1,500
technology employees across the UK over the next year. The development would build capabilities for
TCS to deliver their services efficiently to the UK customers.

2. India to become the data annotation and labelling hub

- The data annotation market in India stood at US$ 250 million in FY20, of which the US market
contributed almost 60% to the overall value. The market is expected to reach US$ 7 billion by 2030
due to accelerated domestic demand for AI.

3. New technologies
- Disruptive technologies such as cloud computing, social media and data analytics are offering new
avenues of growth across verticals for IT companies.
- The SMAC (social, mobility, analytics, cloud) market stood at US$ 225 billion in 2020.
- In June 2022, ZStack International, a worldwide market leader in cloud computing, IaaS and PaaS
solutions, announced that they were entering India and the SAARC Region.
- American-Irish consumer credit reporting company Experian is planning a major expansion of its
global innovation centre (GIC) in Hyderabad to about 4,000 employees over the next three to five
years. According to sources, GIC will concentrate on employing emerging technologies in the BFSI
(banking, financial services, and insurance) sector, including cloud computing, big data analytics,
artificial intelligence, and machine learning.

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Strategies adopted

Source: https://www.ibef.org/download/1728466425_IT_and_BPM_August_2024.pdf

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.

The IT spending in India is estimated to record a double-digit growth of 11.1% in 2024, totalling US$ 138.6 billion
up from US$ 124.7 billion last year.

India’s public cloud services market grew to US$3.8 billion in the first half of 2023, expected to reach US$ 17.8
billion by 2027

By 2026, widespread cloud utilisation can provide employment opportunities to 14 million people and add US$
380 billion to India's GDP.

As per a survey by Amazon Web Services (2021), India is expected to have nine times more digitally skilled
workers 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 in 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.

Source: https://www.ibef.org/industry/information-technology-india

Growth Drivers and Opportunities

IT sector to be driven by strong demand and Indian expertise

1. Combat Cyber-security

- The Data Security Council of India (DSCI) - National Center of Excellence for Cyber Security
Technology Development (NCoE) and Chitkara University have collaborated to undertake joint
programmes on cyber security and privacy.

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 - In April 2022, the Indian Computer Emergency Response Team (CERT-In) issued directions to
strengthen the cybersecurity in the country.

2. Talent pool

- India will need over 30 million digitally skilled professionals by 2026.

- According to a NASSCOM report, India ranks first in AI skill penetration and talent concentration and
fifth in AI scientific publications.
- According to a report published by Microsoft, consultancy firm Bain & Co, and industry body Internet
and Mobile Association of India (IAMAI), India produces 16% of the entire world’s AI talent pool – the
third highest in the world.

3. Public cloud market

- The revenue of India’s public cloud services market totalled US$ 6.2 billion in 2022, and it is expected
to reach US$ 17.8 billion by 2027 growing at a CAGR of 23.4%.
- Comparing to prepandemic level from FY2019, the cloud deals in FY23 have grown by more than 4
times. Cloud’s potential is boundless, and it forms a crucial foundation for successful digital
transformation.

4. Infrastructure

- Infrastructure software revenue in India was forecasted to reach US$ 4.6 billion in 2021, an increase of
12% YoY, driven by rising demand for security-as-aservice offerings, and detection and response
capabilities.
- Policy support
- More liberal system for raising capital, seed money and ease of doing business.
- Government of India launched India AI Mission in March 2024, with an initial outlay of Rs. 10,300 crore
(US$ 1.2 billion) to bolster Indi’s AI ecosystem.
- The government introduced the STP Scheme, which is a 100% exportoriented scheme for the
development and export of computer software, including export of professional services using
communication links or physical media.
- Tax holidays for STPI and SEZs.

Exports to remain robust as global IT industry maintains growth

- As an estimate, India’s IT export revenue rose by 3.3% YoY in constant currency to US$ 199 billion in
FY24.
- Export revenue from the industry grew at a CAGR of 6.75% to US$ 199 billion in FY24 from US$ 126
billion in FY18.

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Accelerating demand for cloud to be a major growth driver

- With digital transformation accelerating across sectors, the pandemic has driven demand for cloud
services worldwide, and the Internet has become a lifeline for people both for work and entertainment.
This move towards cloud services has accelerated hyper-scale data centre investments, with global
investments estimated to exceed US$ 200 billion per year by 2025.
- India’s data centre market is expected to reach a value of US$ 9.96 billion by 2028 from US$ 5.42 billion
in 2022, growing at a CAGR of 10.69%
- India's data center industry is rapidly expanding, projected to double its capacity from 0.9 GW in 2023
to nearly 2 GW by 2026.
- The demand for cloud technology professionals is expected to reach 2 million by 2025.
- The cumulative investments in data centres in India are estimated to reach U$ 28 billion between 2019
25, at a CAGR of 5%, 2x faster than the global average.
- The COVID-19 pandemic has accelerated the demand for third-party data centre services in India.
- The key data centre locations are Mumbai, Chennai, Bangalore, Hyderabad and Delhi (NCR).
- In November 2022, Amazon Web Services announced the launch of its second AWS infrastructure region
in India - the AWS Asia Pacific (Hyderabad) Region. By 2030, it is anticipated that the region will support
more than 48,000 full-time jobs annually thanks to investments totalling more than US$ 4.4 billion in
India.
- In November 2022, Google established a partnership with local gaming startup SuperGaming through its
Google Cloud division. As part of the collaboration, game developers who use Google Cloud to create,
host, and distribute their games will have access to SuperGaming's SuperPlatform game engine.
- In July 2021, Ascendas Property Fund Trustee Pte. Ltd, the trusteemanager of Ascendas India Trust (a-
iTrust), announced plans to build data centres in India and invest Rs. 1,200 crore (US$ 160.67 million)
to develop phase one of its first data centre campus in the country.
- Amazon partnered with Airtel to sell Amazon Web Services (AWS) to its customers and intends to inject
US$ 1.6 billion in their two upcoming data centres in Hyderabad.

Source: https://www.ibef.org/download/1728466425_IT_and_BPM_August_2024.pdf

THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK

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 OUR BUSINESS

Some of the information in the following discussion, including information with respect to our plans and strategies,
contain forward-looking statements that involve risks and uncertainties. You should read “Forward - Looking
Statements” on page 24 for a discussion of the risks and uncertainties related to those statements. Our actual
results may differ materially from those expressed in or implied by these forward-looking statements. Also read
“Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on pages 34 and 237, respectively, for a discussion of certain factors that may affect our business,
financial condition or results of operations. Our fiscal year ends on March 31 of each year, and references to a
particular fiscal year are to the twelve months ended March 31 of that year.

We have, in this Draft Prospectus, included various operational and financial performance indicators, some of
which may not be derived from our Restated Consolidated Financial Statements, and may not have been subjected
to an audit or review by our Statutory Auditor. For further information, see “Financial Information” on page 197.
The manner in which such operational and financial performance indicators are calculated and presented, and
the assumptions and estimates used in such calculation, may vary from that used by other companies in India and
other jurisdictions. Investors are accordingly cautioned against placing undue reliance on such information in
making an investment decision and should consult their own advisors and evaluate such information in the context
of the Restated Consolidated Financial Statements and other information relating to our business and operations
included in this Draft Prospectus.

Unless otherwise indicated or the context otherwise requires, the financial information included herein is based
on or derived from our Restated Consolidated Financial Statements included in this Draft Prospectus.

Unless otherwise indicated or the context otherwise requires, in this section, references to “we” or “us” mean
Globtier Infotech Limited. For further information, relating to various defined terms used in our business
operations, see “Definitions and Abbreviations” on page 1.

Unless stated otherwise, industry and market data used in this section has been obtained or derived from publicly
available information as well as industry publications and other sources for more information, see “Certain
Conventions, Use of Financial Information and Market Data and Currency of Presentation” on page 22.

OVERVIEW OF OUR COMPANY

Our journey in the business of IT services began in 2004, when Rajiv Shukla, the Promoter of our Company,
started a proprietorship firm under the name M/s Globtier Infotech. Initially, the firm worked on application
development, delivering solutions to meet clients' software needs. As the business grew, Rajiv Shukla envisioned
a formal corporate structure, one that could support expansion and cater to more clients. This led to the
incorporation of Globtier Infotech Private Limited on March 31, 2012, creating a corporate entity that was formed
to acquire and takeover a going concern in the name and style of M/s Globtier Infotech, a Proprietorship Concern.

As the demand for specialized and managed IT services grew, we diversified our offerings to include Managed IT
Services, enhanced application support, and custom application development. Recognizing that technology was
advancing rapidly, we upskilled our team in evolving technologies. This dedicated space allowed our team to
research and develop tools, resulting in solutions with sophisticated IT support services.

As part of our client-centric approach, we developed a business model that emphasizes personalized, proactive
engagement with client, aligning our services to their unique needs. In recent years, we have strengthened our
cybersecurity services, ensuring comprehensive protection across our offerings.

In addition, we have introduced cost-saving strategies for clients, such as process automation and streamlined
resource management, designed to optimize efficiency. These strategies enable clients to achieve their business
optimisation while benefiting from efficient use of resources.

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As of the date of this Draft Prospectus, our Company has two subsidiaries, namely, Globtier USA, LLC and
BOTGO Technologies Private Limited.

OUR BUSINESS

We are a Managed IT and SAP Support Service provider, empowering businesses with IT solutions. Our offerings
cover a wide range of IT services tailored to the needs of businesses of all sizes, from Small and Medium-Sized
Enterprises (SMEs) to larger organizations across various industries. We focus on delivering solutions that help
our clients adapt to industry changes, improve processes, and achieve their growth objectives from IT services.

Our approach combines IT industry knowledge and technical capabilities to ensure that each client receives
solutions specifically aligned with their needs. Our commitment to quality in all our services is supported by
adherence to established IT practices, which allows us to deliver reliable results.

Our Registered Office is located in Noida, where we conduct the majority of our operations, and we maintain a
Business Continuity Plan (BCP) facility in Bangalore to ensure service reliability. Both locations are equipped
with connectivity, allowing us to provide uninterrupted services to our clients. To support our operations, we have
invested in communication infrastructure and a backup pool of professionals who can step in when needed.

Services Offered

1. IT FMS Support

Our IT Facilities Management Services (FMS) provide effective management of IT infrastructure, ensuring
consistent performance and reliability. These services help improve customer satisfaction and optimize IT
resources. We offer scalable and adaptable solutions designed to meet the needs of an evolving business
environment, with a focus on protecting data centers from potential failures and security threats. IT FMS is
essential for maintaining continuity and security across organizations and includes the following:

• IT Service Desk (ITSM): The IT Service Desk serves as a centralized point for users to report issues,
request services, and access support, simplifying communication and improving resolution times.

• Cloud Infrastructure Support: We manage and maintain cloud infrastructure to support reliable
performance, scalability, and efficiency for business-critical applications and services.

• End User Support: Our team assists end users in utilizing IT resources effectively and resolving issues
quickly, helping improve overall productivity from IT resources.

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 • Infrastructure Security & Network Management: We focus on protecting IT infrastructure and networks
with security solutions designed to address possible threats and safeguard IT assets.

• Data Centre (DC) and Disaster Recovery (DR) Operations Management: We help ensure IT business
continuity by managing data center operations and disaster recovery processes for IT, protecting
important data, and minimizing downtime during disturbances.

2. Application Support

We support organizations by providing management, troubleshooting, and optimization of IT applications

throughout their contract period. Key aspects of our Application Support include:

• Application Rollout: We assist with large-scale global application deployments while minimizing
disturbances to IT business operations.

• Application Management Services: We focus on managing the application lifecycle with strategies to
enhance overall application performance.

• Training & Capacity Building: Our programs aim to improve skills and knowledge for professionals
across sectors, supporting fast adaptability of IT application.

3. Application Development

We offer tailored application development solutions designed to meet the needs of businesses of all sizes. Our
services include application development, native and hybrid mobile app development, and SAP RICEFW
objects, providing a comprehensive approach to address diverse requirements. By leveraging modern
technologies, we aim to deliver solutions that enhance performance. Our Application Development services
include:

• Web App Development: We create custom web applications that improve user experiences and streamline
business operations while ensuring scalability and reliable performance.

• Custom Mobile App Development: Our mobile app solutions are designed to align with specific business
requirements, helping clients to achieve their goals and engage users effectively.

• Native & Hybrid Mobile App Development: We develop mobile applications for various platforms,
offering both native and hybrid options to meet unique client needs and extend user reach.

• SAP RICEFW Objects: Our knowledge in SAP development includes RICEFW (Reports, Interfaces,
Conversions, Enhancements, Forms, and Workflows) objects, enhancing enterprise resource planning
and operational efficiency.

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4. Staff Augmentation

Staff augmentation is a flexible workforce strategy that helps businesses address short-term staffing needs by
providing skilled professionals through outside contractual arrangements. This approach allows companies
to strengthen their teams, access outside talent, and adapt to changing workforce demands without committing
to permanent hires. It also enables businesses to focus on core operations while benefiting from external
resources. Our staff augmentation services include:

• Contractual Hiring: We offer skilled professionals on a temporary basis to meet short-term project
requirements without the obligations of permanent employment.

• Permanent Hiring: We support organizations in identifying and hiring qualified candidates for long-term
roles tailored to their specific needs.

• Payroll Management: Our payroll services simplify compensation processes, improve resource
management, and reduce the administrative workload associated with employee payments.

• Fresher Hiring: We assist in recruiting recent graduates and entry-level candidates, helping businesses
integrate new talent and support growth initiatives.

• Hire-Train-Deploy: This model involves training candidates before deployment, streamlining the hiring
process and reducing onboarding efforts for businesses.

5. Digital Transformation

Digital transformation is the process of integrating digital technologies into various aspects of a business to
improve operations, enhance customer experiences, and foster innovation. By leveraging technology,
organizations can optimize processes, respond better to market changes, and gain a competitive edge in
today’s digital landscape. Key components of digital transformation include:

• AI & Automation: Integrates artificial intelligence and automation to optimize application performance,
and improve efficiency across business IT processes.

• Data Analytics: Converts raw data into actionable insights, supporting informed decision-making and
driving strategic business initiatives.

• Cognitive Services: Enhances customer experiences by delivering personalized and context-aware

interactions through advanced cognitive technologies.

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 • Robotic Process Automation (RPA): Automates repetitive tasks, increasing efficiency and allowing
employees to focus on more strategic, value-driven activities.

• Enterprise Mobility Services: Develops strategies and solutions for mobile computing, enabling
businesses to effectively use mobile technologies to improve operations and engage customers.

6. Cloud Solutions

Cloud solutions encompass a range of services designed to harness the power of cloud computing for
improved IT operations and innovation. These offerings include cloud consulting to guide organizations in
adopting cloud technologies, managed cloud services for operational support without in-house expertise, and
cloud implementation. Additionally, we provide cloud migration to enable a seamless transition to cloud
platforms and cloud automation with DevOps to enhance efficiency. Our cloud solutions include:

• Cloud Consulting: Strategic guidance and support throughout the cloud adoption process, ensuring
implementation and alignment with business goals.

• Managed Cloud Services: Support for managing cloud infrastructure, enabling businesses to leverage
cloud benefits with minimum internal resources.

• Cloud Migration: Assistance with transferring applications, data, and systems to cloud platforms,
ensuring minimal disturbances to operations.

• Cloud Implementation: Deployment of cloud solutions to enhance organizational flexibility, accelerate

innovation, and improve decision-making.

• Cloud Automation & DevOps: Automation of delivery pipelines across cloud platforms, improving time
to market, operational efficiency, and cost management.

7. Infosec Services

Information security services aim to protect digital assets from unauthorized access, cyber threats, and data
breaches. Our offerings include cloud security and cybersecurity consulting, managed security services to
detect and respond to threats, and data security solutions to safeguard sensitive information. Network security
measures further protect infrastructure with real-time threat detection and advanced protection technologies.
Key services include:

• Cloud Security: Strategies and solutions to enhance the security and resilience of public cloud environments,
ensuring secure cloud operations.

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• Cybersecurity Consulting: Risk assessments and tailored strategies to help organizations build robust cyber
resilience.

• Network Security: Threat detection, management, and response using advanced technologies and flexible
models.

• Data Security: Protection of sensitive information from unauthorized access, modification, or theft, ensuring
confidentiality and integrity.

• Managed Security Services: Safeguarding network infrastructure through real-time threat intelligence and
protection against evolving threats and malware.

OUR COMPETITIVE STRENGTHS

1. Long-Term Relationships

By consistently following responsible practices, we promote transparency in our operations. This

transparency builds confidence and reliability, encouraging ongoing engagement with our clients.
Additionally, our commitment to fair practices helps us attract and retain employees who value a culture of
integrity. These principles not only nurture strong client relationships but also contribute to our overall
growth.

2. Customized Client Solutions

We understand the unique needs of each client and providing customized IT services that match their specific
goals. By working closely with our clients, we design and implement solutions that are perfectly aligned with
their business requirements. This personalized approach not only increases customer satisfaction but also sets
us apart in a competitive market, making us a preferred choice for businesses looking for tailored IT solutions.
We use our technical knowledge and industry experience to deliver solutions that help our clients grow. Our
ability to provide customized solutions helps us stand out in the marketplace and ensures that our clients can
achieve their business goals with the best possible results.

3. Understanding of Technology

By embracing technology, we develop solutions that meet evolving market demands, positioning us ahead of
competitors and attracting clients who seek dependable and inventive IT services. Digital transformation,
cloud solutions, and cybersecurity allows us to provide modern offerings. By integrating ongoing trends and
sustainability practices, we enhance user experiences and strengthen our position in the industry. Our
approach to innovation-driven growth enables us to adapt to shifting market demands and maintain a
competitive edge in the IT services sector.

VISION & MISSION

Vision

To be a trusted IT partner that empowers businesses to thrive by delivering reliable, customised solutions that
drive growth and success in the global market.

Mission

To consistently deliver IT solutions that create value and provide a sustainable competitive advantage for our
clients, combining excellence with advancement to support their success.

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OUR CUSTOMERS

We serve our customers through two primary channels:

1. Non-System Integrators/Corporates (Non - SIs) – This category comprises customers with whom we have
direct contracts or service agreements. We provide services exclusively to these customers, maintaining a
direct relationship without intermediaries.
2. System Integrators (SIs) – In this category, we operate through an intermediary layer. Instead of holding
direct contracts with end corporate customers, we establish Master Service Agreements (MSAs) with System
Integrators. These SIs then issue Statements of Work (SOWs) that define the scope of services we provide.
This arrangement allows us to deliver services indirectly to corporate customers through our SIs.

Revenue Generated Through SIs & Non-SIs

Revenue generated through System Integrators & Non-System Integrators for the period ended September 30,
2024 and Financial Year ended March 31, 2024, 2023 and 2022 are detailed below:
(Amount in Rs. Lakhs)
S. As on September Financial Year ended March 31,
Type of Service
No. 30, 2024 2024 2023 2022
System Integrators 3,516.59 8,075.59 8,059.10 6,401.21
1.
% to Revenue from Operations 85.19% 91.59% 93.44% 92.89%
Non-System Integrators 611.53 742.00 565.39 489.78
2.
% to Revenue from Operations 14.81% 8.41% 6.56% 7.11%
TOTAL 4,128.12 8,817.59 8,624.49 6,890.99
Note: The above information has been certified by Sri Prakash & Co., Chartered Accountants, Statutory & Peer
Review Auditor of our Company, vide their certificate dated January 03, 2025 issued vide UDIN:
25539219BMKHSH7536.

FINANCIAL METRICS

Revenue Contribution from various types of Services

Revenue generated from each of the services for the period ended September 30, 2024 and Financial Year ended
March 31, 2024, 2023 and 2022 are detailed below:
(Amount in Rs. Lakhs)
S. As on September Financial Year ended March 31,
Type of Service
No. 30, 2024 2024 2023 2022
Application Support 1,413.79 2,901.40 3,532.24 2,690.48
1.
% to Revenue from Operations 34.25% 32.90% 40.96% 39.04%
SAP Services 547.4 1,369.88 1,007.75 928.33
2.
% to Revenue from Operations 13.26% 15.54% 11.68% 13.47%
T&M Support 172.51 538.79 446.07 768.28
3.
% to Revenue from Operations 4.18% 6.11% 5.17% 11.15%
Infra Support 1,129.66 2,370.30 2,151.73 1,884.23
4.
% to Revenue from Operations 27.36% 26.88% 24.95% 27.34%
Aggregator Module 716.21 1,569.02 989.12 509.26
5.
% to Revenue from Operations 17.35% 17.79% 11.47% 7.39%
Agency Contracting 143.37 63.06 425.27 108.2
6.
% to Revenue from Operations 3.47% 0.72% 4.93% 1.57%
One Time Hiring 5.18 5.15 72.31 2.21
7.
% to Revenue from Operations 0.13% 0.06% 0.84% 0.03%
TOTAL 4,128.12 8,817.59 8,624.49 6,890.99

143
Note: The above information has been certified by Sri Prakash & Co., Chartered Accountants, Statutory & Peer
Review Auditor of our Company, vide their certificate dated January 03, 2025 issued vide UDIN:
25539219BMKHSH7536.

Revenue Generated Geography Wise

Revenue generated geography wise for the period ended September 30, 2024 and Financial Year ended March 31,
2024, 2023 and 2022 are detailed below:
(Amount in Rs. Lakhs)
S. As on September Financial Year ended March 31,
Type of Service
No. 30, 2024 2024 2023 2022
Revenue-Export 87.58 547.1 1,081.43 740.63
3.
% to Revenue from Operations 2.12% 6.20% 12.54% 10.75%
Revenue – Domestic 4,040.54 8,270.49 7,543.06 6,150.36
4.
% to Revenue from Operations 97.88% 93.80% 87.46% 89.25%
TOTAL 4,128.12 8,817.59 8,624.49 6,890.99
Note: The above information has been certified by Sri Prakash & Co., Chartered Accountants, Statutory & Peer
Review Auditor of our Company, vide their certificate dated January 03, 2025 issued vide UDIN:
25539219BMKHSH7536.

KPI indicators
(Amount in lakh, except EPS, % and ratios)
Financial Financial Financial
For the ended
Year ended Year ended Year ended
Particulars September
March 31, March 31, March 31,
30, 2024
2024 2023 2022
Revenue from operations (1) 4,128.12 8,817.59 8,624.49 6,890.99
Revenue CAGR (%) from F.Y. 2022-2024(2) 13.12%
EBITDA(3) 580.94 755.94 670.75 384.98
EBITDA (%) Margin (4)
14.07% 8.57% 7.78% 5.59%
EBITDA CAGR (%) from F.Y. 2022-2024 (5)
40.13%
EBIT (6)
462.81 679.52 611.98 351.32
ROCE (%) (7)
25.63% 45.39% 51.07% 36.60%
Current ratio (8)
1.45 1.29 1.29 1.38
Operating cash flow(9) (185.06) 15.34 592.58 (43.27)
PAT(10) 271.65 373.59 335.02 118.78
PAT Margin (11) 6.58%* 4.24% 3.88% 1.72%
Net Worth (12)
1,727.54 1,455.89 1,082.30 747.28
ROE/ RONW (13)
17.07%* 29.44% 36.62% 17.27%
EPS (14)
7.21 9.91 8.89 3.15
*Not annualized

Notes:
(1) Revenue from operations is the revenue generated from operations by our Company.
(2) Revenue CAGR: The two-year compound annual growth rate in Revenue.
[(Ending Value/Beginning Value) ^ (1/N)]-1
(3) EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses+ Exceptional items - Other
Income
(4) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations
(5) EBITDA CAGR: The two-year compound annual growth rate in EBITDA.

144
[(Ending Value/Beginning Value) ^ (1/N)]-1
(6) EBIT is Earnings before Finance Cost and taxes.
(7) ROCE: Return on Capital Employed is calculated as EBIT divided by average capital employed, which is
defined as shareholders’ equity plus non-current liabilities.
(8) Current Ratio: Current Asset over Current Liabilities
(9) Operating Cash Flow: Net cash inflow from operating activities
(10) PAT is mentioned as profit after tax for the period.
(11) PAT Margin is calculated as PAT for the period/year divided by revenue from operation.
(12) Net Worth means the aggregate value of the paid-up share capital and reserves and surplus of the company.
(13) ROE: Return on Equity is calculated as PAT divided by average shareholders’ equity
(14) EPS: Earning per share is calculated as PAT divide by Weighted No. of equity shares.

Note: The KPI indicators herein have been certified by Sri Prakash & Co., Chartered Accountants, Statutory &
Peer Review Auditor of our Company, by their certificate dated January 03, 2025 issued vide UDIN:
25539219BMKHTR9076.

SWOT ANALYSIS

Strengths:

• Diverse Service Portfolio: Our diverse service portfolio, including Managed IT Services, Cloud Solutions,
Application Support, Custom Application Development, and Cybersecurity Services, enables us to meet the
varied needs of our clients and enhance business efficiency.

• Skilled workforce: Our skilled workforce in digital transformation, cloud solutions, cybersecurity, and
application development, is key to our ability to deliver tailored, innovative solutions. We prioritize
continuous learning and professional growth, ensuring our team stays updated with the latest technologies
and industry trends.

• Client Centric Approach: We focus on understanding the unique needs of each client and providing
customized IT services that match their specific goals. By working closely with our clients, we design and
implement solutions that are perfectly aligned with their business requirements.

• Experienced Promoter: Our Promoter, Rajiv Shukla, provides stability and strategic guidance, essential for
fostering long-term growth and innovation. Their experience enables us to navigate challenges effectively
and capitalize on opportunities.

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Weaknesses:

• Cash Flow Management: We rely on timely client payments, which can sometimes lead to cash flow
challenges. To address this, we are strengthening our credit control processes by closely monitoring accounts
receivable, setting clear payment terms, and promptly following up on overdue invoices.

• Technological Obsolescence: In the fast-paced IT industry, keeping up with technological advancements is

essential. To stay competitive, we must enhance our current offerings and integrate the latest technologies.
Balancing these investments with other financial priorities can be challenging. Falling behind in technology
could lead to outdated services, affecting our market position and client satisfaction.

• Low Margin Services: Some of our services operate on lower profit margins, which can impact overall
profitability. While these services are important for meeting client needs, efficient management is necessary
to mitigate financial strain.

• Talent Retention: Retaining top talent is challenging due to rising costs associated with competitive salaries
and benefits. To improve retention, we aim to cultivate a supportive work environment that fosters employee
satisfaction and loyalty. This includes providing professional development opportunities, recognizing
achievements, and promoting work-life balance.

Opportunities:

• Expanding into emerging markets: Expanding into emerging markets outside India presents a significant
growth opportunity for our Company. These regions feature developing economies and a rising demand for
IT solutions, enabling us to broaden our market reach and diversify our client base. To succeed, we must
strategically enter these markets through in-depth research, local partnerships, and tailored offerings. This
expansion will not only boost revenue streams but also enhance resilience by reducing dependency on existing
markets. Additionally, it will provide access to local talent and resources, fostering innovation and driving
sustainable growth.

• High Margin Business Selection: Focusing on high-margin business sectors presents an opportunity to
improve financial performance by targeting industries with greater profitability. By concentrating on
specialized services and advanced technologies, we can command premium pricing, differentiate ourselves
from competitors, and attract clients seeking high-quality solutions.

• Growing Demand for Cloud Services: The growing demand for cloud services offers a significant
opportunity to expand our service offerings. As businesses increasingly adopt cloud computing for its
scalability, cost-efficiency, and flexibility, we can leverage our knowledge to provide innovative cloud
solutions, including secure ecosystems, migration services, and ongoing support. By broadening our cloud
services portfolio, we can attract new clients, strengthen existing relationships, and enhance operational
efficiency, driving long-term growth and success.

• Advancements in AI and Automation: The advancements in AI and automation present a significant

opportunity for us to develop advanced, AI-driven solutions that meet the growing demand for efficiency,
cost reduction, and innovation. By leveraging our knowledge, we can create intelligent systems for data
analysis, predictive analytics, process automation, and customer engagement, helping clients optimize
operations and improve decision-making.

• Digital Transformation Initiatives: The increasing focus on digital transformation across industries presents
a key opportunity for us to position our company as a strategic partner. By leveraging our knowledge, we can
guide businesses through the adoption of advanced technologies, such as automation and data-driven
solutions, to enhance efficiency, innovation, and growth.

146
Threats:

• Intense Competition: The intense competition in the IT services industry presents a significant threat,
requiring constant innovation and differentiation to maintain our market position. Failure to do so risks
losing market share to competitors, highlighting the need for ongoing strategic efforts to stay competitive
and continue leading in the industry.

• Economic Uncertainty: Economic fluctuations present a threat by influencing client budgets and spending
on IT services, particularly during periods of instability when businesses prioritize cost-cutting. To mitigate
this, we must adopt a flexible strategy by diversifying our client base across industries and regions and
offering scalable services that cater to varying budget needs. This approach will help us maintain stability
and continue serving clients effectively, even in challenging economic conditions.

• Regulatory Changes: Evolving regulations pose a threat, requiring continuous compliance to avoid legal
and financial repercussions. To address this, we must stay ahead of regulatory changes, invest in compliance
programs, and ensure our team is trained to handle new requirements. Proactively managing regulatory
challenges ensures our continued stability and industry standing.

• Longer Payment Cycles: Longer payment cycles can strain cash flow and disrupt operational stability. To
mitigate this, we will enforce stronger credit control, monitor accounts receivable closely, and implement
proactive financial strategies such as setting clear payment terms and encouraging early payments. This
approach will ensure smooth operations even during delayed payment periods.

• Financial Limitations: Financial constraints may limit growth and expansion potential. To overcome this,
investments are prioritized in high-impact areas, alternative funding options such as IPO and venture capital
funding are explored, and robust financial management practices are maintained to optimize resources and
ensure sustainable growth.

OUR BUSINESS STRATEGIES

1. Geographical Expansion

Targeting markets outside India, with an emphasis on regions showing high growth potential. By establishing
regional offices, we aim to strengthen our local presence and customer engagement. This approach includes
conducting market research and feasibility studies to identify the most promising regions for expansion.

2. Industry Diversification

Our plan for industry diversification focuses on developing IT solutions for various sectors. We aim to expand
our reach by tailoring offerings to meet the unique needs of different industries, enhancing our adaptability
and broadening our market presence.

3. Service Enhancement

We are focused on developing IT solutions for real-time threat detection and automated response. Our
comprehensive security management services encompass monitoring, incident response, and compliance
management, along with cybersecurity awareness and training programs for clients. We implement predictive
maintenance, customer behavior analysis, and demand forecasting solutions.

147
4. Marketing and Brand Building

We plan to create a range of content, including white papers, case studies, and blog posts, to share insights
and highlight our expertise. We also plan to conduct targeted campaigns, engaging posts, and collaborations
with influencers to reach a wider audience. Additionally, participating in industry conferences and events will
allow us to showcase our business and network with potential clients.

HUMAN RESOURCE

We believe that a motivated and empowered employee base is the key to our operations and business strategy. We
have developed a large pool of skilled and experienced personnel. Currently, we have 804 full time employees as
on September 30, 2024. Our manpower is a prudent mix of the experienced and young people which gives us the
dual advantage of stability and growth, whereas execution of services within time and quality. Our skilled
resources together with our strong management team have enabled us to successfully implement our growth plans.

The following table illustrates the department wise number of our employees as on September 30, 2024:

S. No. Department No. of Employees

1. Accounts 4
2. Admin 13
3. Application Development 45
4. Application Support 224
5. Business Operations 4
6. CISO 1
7. Company Secretary 1
8. Digital Marketing 3
9. Director 2
10. Human Resource 5
11. IT-Infra Services 391
12. L&D 4
13. Payroll 2
14. Recruitment 24
15. Sales 3
16. SAP Support Services 76
17. Vendor Management 2
Grand Total 804

Employees and Related Costs/ Expenses

The following table presents the details of the number of employees and related costs / expenses in the past three
(3) financial years, as per the guidelines issued by the Association of Investment Bankers of India:
(Amount in Rs. Lakhs)
September
Particulars FY 2023-24 FY 2022-23 FY 2021-22
2024
Number of Employees 804 982 800 822
Employee Benefit Expenses 2,322.72 4,903.97 4,302.89 4,036.21
Revenue from Operations 4,128.12 8,817.59 8,624.49 6,890.99
% of Revenue from Operations 56.27% 55.62% 49.89% 58.57%
Note: The above information has been certified by Independent Chartered Accountant, Kapish Jain & Associates,
Chartered Accountants, vide their certificate dated December 30, 2024 issued vide UDIN:
24521888BKCEZV7124.

148
COMPETITION

The IT industry is intensely competitive, driven by rapid technological advancements, evolving customer needs,
and global access to skilled talent. Our competitors range from established enterprises to agile startups, spanning
service areas such as cloud computing, artificial intelligence, cybersecurity, and software development.

Key factors for staying competitive include prioritizing investments in emerging technologies, maintaining a
customer-centric approach, and ensuring operational resilience. Additionally, globalization introduces pressure
from cost-effective overseas service providers, making it essential to balance competitive pricing with delivering
high-quality, secure, and reliable services.

COLLABORATIONS

There are no collaborations as on the date of filling of this Draft Prospectus.

MAJOR CUSTOMERS AND SUPPLIERS

The following table presents the breakdown of the Company's top ten customers and suppliers for the period ended
September 30, 2024:

Details of Top 10 Customer

(Amount in Rs. Lakhs)
% of revenue
Sr. No. Party Name Amount
from operation
1. Customer 1 2,342.33 56.74%
2. Customer 2 408.35 9.89%
3. Customer 3 319.37 7.74%
4. Customer 4 144.52 3.50%
5. Customer 5 116.03 2.81%
6. Customer 6 100.00 2.42%
7. Customer 7 76.75 1.86%
8. Customer 8 55.32 1.34%
9. Customer 9 50.71 1.23%
10. Customer 10 38.82 0.94%
Total 3,652.20 88.47%
Note: The above information has been certified by Sri Prakash & Co., Chartered Accountants, Statutory & Peer
Review Auditor of our Company, vide their certificate dated January 03, 2025 issued vide UDIN:
25539219BMKHTQ4696.

Details of Top 10 Suppliers

(Amount in Rs. Lakhs)
Value in percentage
Sr. No. Party Name Amount
of Total Supply
1. Supplier 1 128.95 12.81%
2. Supplier 2 118.78 11.80%
3. Supplier 3 84.28 8.37%
4. Supplier 4 52.78 5.24%
5. Supplier 5 45.38 4.51%
6. Supplier 6 42.55 4.23%
7. Supplier 7 40.20 3.99%
8. Supplier 8 37.96 3.77%

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 9. Supplier 9 35.80 3.56%
10. Supplier 10 30.00 2.98%
Total 616.68 61.26%
Note: The above information has been certified by Sri Prakash & Co., Chartered Accountants, Statutory & Peer
Review Auditor of our Company, vide their certificate dated January 03, 2025 issued vide UDIN:
25539219BMKHTP1687.

SALES AND MARKETING STRATEGY

Our Company has in-house Sales and Digital Marketing team of six (6) of employees, that handles both digital
and traditional marketing. We undertake digital marketing through our social media platforms, where we engage
with clients, share video showcases of our services, post informative videos, and publish blogs about our offerings
(Link: www.globtierinfotech.com/blog). We also create educational content to help clients understand the business
benefits of our services.

For traditional marketing, we use methods like print advertising and direct mail to reach a broader audience which
helps us in build brand awareness and credibility, especially among clients who prefer more direct, personal
communication.

HEALTH, SAFETY AND CERTIFICATIONS

We are committed to globally accepted practices and compliance with applicable health, safety and environmental
legislation and other requirements in our operations. We hold the below certifications:

a) ISO 9001:2015 - Quality Management System

b) ISO 14001:2015 - Environmental Management System

c) ISO/IEC 20000-1:2018 – Information Technology Service Management System

d) ISO/IEC 27001:2022 - Information Security Management System

UTILITIES AND INFRASTRUCTURE FACILITIES

Power

Our existing power requirement for our registered office in Noida is catered from Pashchimanchal Vidyut Vitran
Nigam Limited for the effective working and management of our computer system in operation.

Water

The drinking water requirements at the Company’s registered office are fulfilled by a bottled water vendor,
whereas water for general purposes is supplied by the Noida Jal Board.

Technology

We have computer systems, servers, communication equipments, internet connectivity, and other facilities, which
are required for our business operations to function smoothly. Further, our Company has subscribed to Microsoft
Copilot for Microsoft 365 and Power BI Pro (Education Faculty Pricing).

150
INSURANCE

We have secured insurance policies to mitigate significant risks associated with the company's assets. It's
imperative to note that while these insurance policies offer substantial protection, there may be instances where
coverage proves insufficient due to deductibles, exclusions, and coverage limits. Following are the details of
Insurance Policies:
(Amount in Rs. Lakhs)
S. Insured Asset / Policy Date of
Name of Insurer Company Policy Number
No. Coverage Amount Expiry

HDFC ERGO General 2302205600669 August 23,

1. Honda Amaze 7.48
Insurance Company Limited 900000 2025

Kotak Mahindra General Kia Sonet August 30,

2. 4845576900 9.14
Insurance Company Limited 2025
Zurich Kotak General
September 07,
3. Insurance Company (India) BMW X3 4915032700 34.50
2025
Limited
HDFC ERGO General 2302101457484 November 01,
4. Maruti XL 6 10.80
Insurance Company Limited 400000 2025
Bajaj Allianz General Commercial General OG‐25‐1701‐ December 02,
5. 1,680.00
Insurance Company Ltd Liability Insurance 3303‐00000172 2025
Technology and
Bajaj Allianz General Telecommunication OG‐25‐1701‐ December 02,
6. 840.00
Insurance Co. Ltd Professional Indemnity 3307‐00000126 2025
Insurance
Non-Linked Non-
Participating Group Term
Aditya Birla Sun Life August 30,
7. Life Insurance Plan 508419 932.12
Insurance Company Limited 2025
Group Type: Employer
Employee
ICICI Lombard General Ins Group Personal 4005/35986286 September 09,
8. -
urance Co Ltd Accident 6/00/000 2025
IFFCO - TOKIO General Workmen's October 31,
9. 43344557 -
Insurance Co. Ltd Compensation Policy 2025
TATA AIG General November 16,
10. Group Medicare Policy 0239833317 2100.00
Insurance Company Ltd 2025

LAND & PROPERTIES

The following table sets for the properties taken on lease / rent by us:

Lease Rent / Lease/License

Sr. Location of the Document Licensor / period
License Fee Purpose
No. property and Date Lessor
(in Rs.) From To
1. B-67, 3rd Floor, Rent Consummate 35,000/- October October Registered
Sector 67, Gautam Agreement Engineering per month 04, 2024 03, 2029 Office
Buddha Nagar, dated October Services Pvt
NOIDA, Uttar 04, 2024 Ltd.
Pradesh, India,
201301

151
 Lease Rent / Lease/License
Sr. Location of the Document Licensor / period
License Fee Purpose
No. property and Date Lessor
(in Rs.) From To
2. Door No: 42, Lease Deed Messrs 1,09,753/- November October Office Space
Ground floor, 46/4, dated October Polisetty plus GST 01, 2024 01, 2025
K No- 14, 2024 Somasundaram per month
437/424/414/661/3/
1114/3, 4, 5 G B
Palya, Bangalore,
Karnataka – 560068
3. 35/36 Station
Leave and Bizhive 20,550/- October September Virtual /
Border Road,License Business plus GST 24, 2024 24, 2025 Correspondence
Kodambakkam, Agreement Solutions Pvt per Office Space
Chennai - 600024 dated October Ltd annum
24, 2024
4. A321, Master Mind Leave and Joy Thomas 21,200/- November October Correspondence
4, Royal Palms, License Ukkan plus GST 05, 2024 04, 2025 Office Space
Goregaon (East), Agreement per
Mumbai - 400065 dated annum
November 05,
2024

WEBSITE

Our Company has six (6) domains registered in its name, as detailed below:

Sr. Sponsoring Registrar and Expiration

Domain Name and ID Creation Date
No. ID Date
1. Domain Name: www.Globtier.in Registrar: September 02, September
Registry Domain ID: GoDaddy.com, LLC 2020 02, 2026
D7DE6894BE5334CB08ED78313128F9 Registrar IANA ID: 146
08C-IN
2. Domain Name: www.Globtier.com Registrar: Go Canada December 02, December
Registry Domain ID: Domains, LLC 2017 02, 2028
2194986288_DOMAIN_COM-VRSN Registrar IANA ID: 1150
3. Domain Name: Registrar: November 03, November
www.Globtierinfotech.com GoDaddy.com, LLC 2008 03, 2027
Registry Domain ID: Registrar IANA ID:146
1526800663_DOMAIN_COM-VRSN
4. Domain Name: www.Globtierlabs.com Registrar: September 27, September
Registry Domain ID: GoDaddy.com, LLC 2016 27, 2026
2062101770_DOMAIN_COM-VRSN Registrar IANA ID: 146
5. Domain Name: www.Globtier.co.in Registrar: May 05, 2020 May 05,
Registry Domain ID: GoDaddy.com, LLC 2027
D9C61A2E44D154B3EAE16ADFA4612 Registrar IANA ID: 146
89BD-IN
6. Domain Name: www.Globtiermails.com Registrar: July 29, 2014 July 29,
Registry Domain ID: GoDaddy.com, LLC 2025
1868891212_DOMAIN_COM-VRSN Registrar IANA ID: 146

152
INTELLECTUAL PROPERTY RIGHTS

Our Company has the following trademark:

Date of Application
Sr. Application/ No./ Current Valid
Logo Class
No. Approval Trademark Status Upto
date No.
October
1. October 30,
4725485 42 Approved 29,
2020
2030
October
2. October 30,
4725486 42 Approved 29,
2020
2030

3. January 06, Formalities

6791677 42 -
2025 Chk Pass

THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK

153
 KEY INDUSTRY REGULATIONS AND POLICIES

The following description is a summary of the relevant regulations and policies as prescribed by the Government
of India and other regulatory bodies that are applicable to our business. The information detailed in this chapter
has been obtained from various legislations, including rules and regulations promulgated by the regulatory bodies
that are available in the public domain. The regulations and policies set out below may not be exhaustive and are
only intended to provide general information to the investors and are neither designed nor intended to be a
substitute for professional legal advice. The Company may be required to obtain licenses and approvals
depending upon the prevailing laws and regulations as applicable. For details of such approvals, please see the
section titled “Government and Other Approvals” on page 268 of this Draft Prospectus.

STATUTORY AND COMMERCIAL LAWS

Information Technology Act, 2000

The Information Technology Act seeks to (i) provide legal recognition to transactions carried out by various means
of electronic data interchange involving alternatives to paper-based methods of communication and storage of
information; (ii) facilitate electronic filing of documents; and (iii) create a mechanism for the authentication of
electronic documentation through digital signatures. The Information Technology Act facilitates electronic
commerce by recognizing contracts concluded through electronic means, protects intermediaries in respect of
third-party information liability and creates liability for failure to protect sensitive personal data.

The IT Act empowers the Government of India to formulate rules with respect to reasonable security practices
and procedures and sensitive personal data. In exercise of this power, the Department of Information Technology,
Ministry of Electronics and Information Technology, Government of India (“DoIT”), on April 11, 2011, notified
the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or
Information) Rules, 2011 (“Reasonable Security Practices Rules”) which prescribe directions for the collection,
disclosure, transfer and protection of sensitive personal data by a body corporate or any person acting on behalf
of a body corporate. The Reasonable Security Practices Rules require every such body corporate to provide a
privacy policy to be published on its website; containing managerial, technical, operational and physical security
control measures commensurate with the information assets being protected based on the nature of business, for
handling and dealing with personal information, including sensitive personal data and ensuring security of all
personal data collected by it. The Reasonable Security Practices Rules define sensitive personal data or
information to include passwords, financial information such as bank account, credit card and payment instrument
details, medical records and any detail relating to the aforementioned categories as provided to a body corporate
for providing services and/or stored or processed by the body corporate under lawful contract or otherwise,
however, any information that is freely available or accessible in public domain or furnished under law is not
regarded as sensitive personal data or information under these rules. In the alternative, Reasonable Security
Practices Rules are deemed to be complied with if the requirements of the international standard “IS/ISO/IEC
27001” on “Information Technology–Security Techniques–Information Security Management System
Requirements” are complied with including any codes of best practices for data protection of sensitive personal
data or information approved by the Government of India and formulated by any industry association of whose
membership such body corporates holds.

The Reasonable Security Practices Rules further require that all such personal data be used solely for the purposes
for which it was collected and any third-party disclosure of such data is made with the prior consent of the
information provider, unless contractually agreed upon between them or where such disclosure is mandated by
law.

154
The Information Technology (Procedure and Safeguards for Blocking for Access of Information by Public) Rules,
2009 specifically permit the Government of India to block access of any information generated, transmitted,
received, stored or hosted in any computer resource by the public in accordance with Section 69A(1) of the IT
Act, the reasons for which are required to be recorded by it in writing.

The DoIT has also notified the Information Technology (Intermediaries Guidelines and Digital Media Ethics
Code) Rules,2021 (“IT Intermediaries Rules”) requiring intermediaries receiving, storing, transmitting, or
providing any service with respect to electronic messages to not knowingly host, publish, transmit, select or
modify any information prohibited under the IT Intermediaries Rules, to disable hosting, publishing, transmission,
selection or modification of such information once they become aware of it, as well as specifying the due diligence
to be observed by intermediaries. The IT Intermediary Rules also make it mandatory for an intermediary to publish
its privacy policy, rules, and regulations on its website, and establish a grievance redressal mechanism.

Software Technology Parks Scheme

To implement the STP Scheme, a 100% export-oriented scheme for the development and export of computer
software, Software Technology Parks of India (“STPI”) was established and registered as an autonomous society
under the Societies Registration Act, 1860, under the Ministry of Electronics and Information Technology,
Government of India on June 5, 1991. STPI acts as single-window in providing services to the software exporters.
The STP Scheme covers export of professional services using communication links or physical media and any
entity desiring to export its entire production of goods and services (except permissible sales in the domestic tariff
area) is eligible to register with the relevant STP.

The Digital Personal Data Protection Act, 2023

This act was first introduced as a bill in 2019 as the Personal Data Protection Bill, 2019 (“Bill”). The Bill was
introduced in Lok Sabha by the Minister of Electronics and Information Technology, Ravi Shankar Prasad, on
December 11, 2019. The Digital Personal Data Protection Act, 2023 (“DPDP Act”) received the assent of the
President on the 11th of August 2023, and it will come into force upon government notification. The DPDP Act
aims to provide for protection of the privacy of individuals relating to their personal data, specify the flow and
usage of personal data, create a relationship of trust between persons and entities processing the personal data,
protect the fundamental rights of individuals whose personal data are processed, to create a framework for
organizational and technical measures in processing of data, laying down norms for social media intermediary,
cross-border transfer, accountability of entities processing personal data, remedies for unauthorized and harmful
processing, and to establish a Data Protection Authority of India for the said purposes and for matters connected
there with or incidental thereto. The DPDP Act would become applicable upon government notification and will
repeal the Information Technology (Reasonable security practices and procedures and sensitive personal data or
information) Rules, 2011.

The Companies Act, 2013 & Companies Act, 1956

The Companies Act, 2013, has replaced the Companies Act, 1956, in a phased manner. The Companies Act, 2013
received the assent of the President of India on August 29, 2013. The Ministry of Corporate Affairs has also issued
rules complementary to the Companies Act, 2013 establishing the procedure to be followed by companies in order
to comply with the substantive provisions of the Companies Act, 2013. The Companies Act primarily regulates
the formation, financing, functioning, and winding up of companies. The Companies Act, 2013 prescribes
regulatory mechanisms regarding all relevant aspects including organizational, financial and managerial aspects
of companies.

155
Indian Contract Act, 1872

The Indian Contract Act, 1872 (“Contract Act”) codifies the way in which a contract is entered, executed, and
implemented and the implications of a breach of a contract. The Contract Act consists of limiting factors subject
to which contract may be entered into, executed and breach enforced, as amended from time to time. It determines
the circumstances in which a promise made by the parties to a contract shall be legally binding on them. Each
contract creates some rights and duties upon the contracting parties. The Contract Act deals with the enforcement
of these rights and duties upon the parties. The Contract Act also lays down provisions of indemnity, guarantee,
bailment, and agency. Provisions relating to the sale of goods and partnerships which were originally in the Act
are now the subject matter of separate enactments viz., the Sale of Goods Act, 1930 and the Indian Partnership
Act 1932. The objective of the Contract Act is to ensure that the rights and obligations arising out of a contract
are honoured and that legal remedies are made available to those who are affected.

The Insolvency and Bankruptcy Code, 2016

The Insolvency and Bankruptcy Code, 2016 cover Insolvency of companies, Limited Liability partnerships
(LLPs), unlimited liability partnerships, and individuals. The IBC 2016 has laid down a collective mechanism for
resolution of insolvencies in the country by maintaining a delicate balance for all stakeholders to preserve the
economic value of the process in a time bound manner. The code empowers any creditor of a Corporate Debtor
(CD), irrespective of it being a Financial Creditor (FC) or Operational Creditor (OC) or secured or unsecured
creditor, or the Corporate Debtor itself, to make an application before the Adjudicating Authority (AA) to initiate
Corporate Insolvency Resolution Process (CIRP) against a Corporate Debtor, at their discretion, in the event of
there being a default by the Corporate Debtor in payment of their dues for an amount as specified from time to
time. On initiation of the said CIRP, a resolution to be sought for the company withing a time bound time period
of 180 days.

Micro, Small and Medium Enterprises Development Act, 2006

The Micro, Small and Medium Enterprises Development Act, 2006 was enacted in order to promote and enhance
the competitiveness of Micro, Small and Medium Enterprise (“MSME”). As per the notification no. F. No.
2/1(5)/2019-P&G/Policy (Pt.-IV) dated June 01, 2020, the Central Government notified the following criteria for
the classification of MSME with effect from July 01, 2020: as a micro-enterprise, where the investment in plant
and machinery or equipment does not exceed One Crore Rupees and turnover does not exceed Five Crore Rupees;
a small enterprise, where the investment in plant and machinery or equipment does not exceed ten crore rupees
and turnover does not exceed Fifty Crore Rupees; and a medium enterprise, where the investment in plant and
machinery or equipment does not exceed Fifty Crore Rupees and turnover does not exceed Two Hundred and
Fifty Crore Rupees.

The Arbitration & Conciliation Act, 1996

The Arbitration and Conciliation Act, 1996 (“A&C Act”) provides a framework for the resolution of disputes
through arbitration and conciliation. The main aim of A&C Act is to promote alternative dispute resolution
mechanisms and offer cost-effective, and private alternative to court litigation. Arbitration or conciliation is
initiated based on an agreement between the parties or by a court order. In arbitration proceedings the tribunal
conducts hearings, gathers evidence, and issues an award based on the proceedings. In conciliation proceedings,
the conciliator engages with the parties to help them reach a mutually acceptable resolution. The arbitral award is
the final decision of the arbitrator(s), which is binding on the parties. The arbitral award has the same force of
decree as that the court decree.

156
Consumer Protection Act, 2019

The Consumer Protection Act, 2019 (“Consumer Act”), has repealed Consumer Protection Act, 1986 and
provides for the protection of the interest of the consumers and the settlement of disputes raised by the consumers.
The provisions of the Consumer Protection Act, 2019 have been made effective vide notification no. F. No. J-
9/1/2020-CPU dated July 23, 2020, and notification no. F. No. J-9/1/2020-CPU dated July 15, 2020, as issued by
the Central Government. The Consumer Act sets out a mechanism for consumers to file complaints against, inter
alia, service providers in cases of deficiencies in services, unfair or restrictive trade practices, and excessive
pricing. A three-tier consumer grievance redressal mechanism has been implemented pursuant to the Consumer
Act, at the national, state, and district levels. Further, the Consumer Act established a Central Consumer Protection
Authority to promote, enforce, and protect the rights of consumers. If the allegations specified in a complaint
about the services provided are proved, the service provider can be directed to inter alia remove the deficiencies
in the services in question, return to the complainant the charges paid by the complainant, and pay compensation,
including punitive damages, for any loss or injury suffered by the consumer. Non-compliance with the orders of
the authorities may attract criminal penalties in the form of fines and/or imprisonment.

Competition Act, 2002

The Competition Act, 2002 aims to anti-competitive practices that cause or are likely to cause an appreciable
adverse effect on competition in the relevant market in India. The act deals with the prohibition of agreements
and anti-competitive agreements. No enterprise or group shall abuse its dominant position in various
circumstances as mentioned under the act. The prima facie duty of the Competition Commission established under
the act is to eliminate practices having adverse effects on competition, promote and sustain competition, protect
the interests of the consumer, and ensure freedom of trade.

Indian Stamp Act, 1899

Under the Indian Stamp Act, 1899 and other State specific stamp legislations (the “Stamp Act”) stamp duty is
payable on instruments evidencing a transfer or creation or extinguishment of any right, title or interest in
immovable property and other instruments specified therein. Stamp duty must be paid on all instruments specified
under the Stamp Act at the rates specified in the schedules to the Stamp Act. The applicable rates for stamp duty
on instruments chargeable with duty vary from state to state. Instruments chargeable to duty under the Stamp Act,
which are not duly stamped are incapable of being admitted in court as evidence of the transaction contained
therein and it also provides for impounding of instruments that are not sufficiently stamped or not stamped at all.

The Negotiable Instruments Act, 1881

In India, the laws governing monetary instruments such as cheques are contained in the Negotiable Instruments
Act, 1881 (“NI Act”). The NI Act provides effective legal provision to restrain persons from issuing cheques
without having sufficient funds in their account and any stringent provision to punish them in the event of such
cheque not being honoured by their bankers and returned unpaid. Section 138 of the NI Act creates statutory
offence in the matter of dishonour of cheques on the ground of insufficiency of funds in the account maintained
by a person with the banker.

Municipality Laws

State governments are empowered to endow municipalities with such powers and authority as may be necessary
to enable them to perform functions in relation to permitting the carrying on of trade and operations. Accordingly,
State governments have enacted laws authorizing municipalities to regulate use of premises, including regulations
for issuance of a trade license to operate, along with prescribing penalties for noncompliance.

157
LEGISLATIONS RELATING TO LABOUR AND EMPLOYMENT

Employees State Insurance Act, 1948

Employees State Insurance Act, 1948 (“ESI Act”) as amended, 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.

Employees Provident Fund and Miscellaneous Provisions Act, 1952, and the schemes formulated there
under

This Employees Provident Fund and Miscellaneous Provisions Act, 1952 (“EPF Act”) provides for the institution
of provident funds, family pension funds, and deposit-linked insurance funds for the employees in factories and
other establishments. Accordingly, the following schemes are formulated for the benefit of such employees:

(i) The Employees Provident Fund Scheme, 1952: As per this scheme, a provident fund is constituted and
both the employees and employer contribute to the fund at the rate of 12% (or 10% in certain cases) of the
basic wages, dearness allowance and retaining allowance, if any, payable to employees per month.

(ii) The Employees’ Pension Scheme, 1995: The employees’ pension scheme is a pension scheme for
survivors, old aged and disabled persons. This scheme derives its financial resources by partial diversion
from the provident fund contribution, the rate is 8.33%. Thus, a part of the contribution representing 8.33%
of the employee’s pay shall be remitted by the employer to the employee’s pension fund within fifteen (15)
days of the close of every month by a separate bank draft or cheque on account of the employees’ pension
fund contribution in such manner as may be specified in this behalf by the appropriate authority constituted
under the EPF Act.

(iii) The Employees Deposit Linked Insurance Scheme, 1976: As per this scheme, the contribution by the
employer shall be remitted by him together with administrative charges at such rate as the Central
Government may fix from time to time under Section 6C (4) of the EPF Act, to the insurance fund within
fifteen (15) days of the close of every month by a separate bank draft or cheque or by remittance in cash
in such manner as may be specified in this behalf by the appropriate authority constituted under the EPF
Act.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“SHWW
Act”) provides for the protection of women at the workplace and the prevention of sexual harassment at the
workplace. The SHWW Act also provides for a redressal mechanism to manage complaints in this regard. Sexual
harassment includes one or more of the following acts or behaviours namely, physical contact and advances a
demand or request for sexual favours or making sexually colored remarks, showing pornography or any other
unwelcome physical, verbal or non-verbal conduct of a sexual nature. The SHWW Act makes it mandatory for
every employer of a workplace to constitute an internal complaints committee which shall always be presided
upon by a woman. It also provides for the manner and time period within which a complaint shall be made to the
internal complaints committee i.e., a written complaint is to be made within a period of three (3) months from the
date of the last incident. If the establishment has less than ten (10) employees, then the complaints from employees
of such establishments as also complaints made against the employer himself shall be received by the local
complaints committee. The penalty for non-compliance with any provision of the SHWW Act shall be punishable
with a fine extending to Rs. 50,000/- (Rupees Fifty Thousand Only).

158
The Payment of Wages Act, 1936

The Payment of Wages Act applies to the persons employed in the factories and to persons employed in industrial
or other establishments, either directly or indirectly through a sub-contractor, where the monthly wages payable
to such persons is less than ₹ 24,000/-. The Act confers on the person(s) responsible for payment of wages certain
obligations with respect to the maintenance of registers and the display in such factory/establishment, of the
abstracts of this Act and Rules made there under.

The Payment of Bonus Act, 1965

The Payment of Bonus Act, 1965, as amended (“PoB Act”) provides for payment of minimum bonuses to
factories, and every other establishment in which 20 or more persons are employed and requires maintenance of
certain books and registers and filing of monthly returns showing computation of allocable surplus, set on and set
off of allocable surplus and bonus due. The minimum bonus to be paid to each employee is 8.33% of the annual
salary or wage or ₹100, whichever is higher.

The Maternity Benefit Act, 1961

The Maternity Benefit Act, 1961 (“Maternity Act”) provides for leave and the right to payment of maternity
benefits to women employees in case of confinement or miscarriage, etc. The Maternity Act is applicable to every
establishment being a factory, mine, or plantation inter alia to every shop or establishment within the meaning of
any law for the time being in force in relation to shops and establishments in a State, in which ten or more persons
are employed, or were employed, on any day of the preceding twelve months; provided that the State Government
may, with the approval of the Central Government, after giving at least two months’ notice shall apply any of the
provisions of the Maternity Act to any specific establishments or class of establishments, industrial, commercial,
agricultural or otherwise. The Maternity Benefit (Amendment) Act, 2017 amended the Maternity Act to provide
for the increase of paid maternity leave from 12 to 26 weeks unless the mother has two or more surviving children
and introduced a mandatory provision for creche facilities for employers with more than 50 employees.

The Minimum Wages Act, 1948

The Minimum Wages Act, 1948, as amended (“Minimum Wages Act”) provides a framework for State
Governments to stipulate the minimum wage applicable to a particular industry. The minimum wage may consist
of a basic rate of wages and a special allowance, or a basic rate of wages and the cash value of concessions in
respect of supplies of essential commodities, or an all-inclusive rate allowing for the basic rate, the cost of living
allowance and the cash value of the concessions, if any. Workmen are to be paid for overtime at overtime rates
stipulated by the appropriate government.

In order to rationalize and reform all labour laws in India, the Government of India has notified four labour codes
that are yet to come into force as of the date of this Draft Prospectus, which are as follows:

(i) The Code on Social Security, 2020*

(ii) The Code on Wages, 2019*
(iii) Industrial Relations Code, 2020*
(iv) Occupational Safety, Health and Working Conditions Code, 2020*

* These codes have become partly applicable and shall become fully effective on the day that the Government
shall notify for this purpose.

159
Shops and Establishment Laws

The shops and establishment laws govern a company in the states where it has offices/godowns/shops. It regulates
the conditions of work and employment in shops and commercial establishments and generally prescribes
obligations in respect of registration, opening and closing hours, daily and weekly working hours, health and
safety measures, and wages for overtime work.

Contract Labour (Regulation and Abolition) Act, 1970, as amended (the “CLRA”)

The CLRA requires establishments that employ or have employed on any day in the previous 12 months, 20 or
more workmen as contract labour to be registered and prescribes certain obligations with respect to the welfare
and health of contract labour. The CLRA places an obligation on the principal employer of an establishment to
which the CLRA applies to make an application for registration of the establishment. In the absence of registration,
contract labour cannot be employed in the establishment. Likewise, every contractor to whom the CLRA applies
is required to obtain a licence and not to undertake or execute any work through contract labour except under and
in accordance with the licence issued. To ensure the welfare and health of contract labour, the CLRA imposes
certain obligations on the contractor including the establishment of canteens, rest rooms, washing facilities, first
aid facilities, and provision of drinking water and payment of wages. In the event that the contractor fails to
provide these amenities, the principal employer is under an obligation to provide these facilities within a
prescribed time period.

Child and Adolescent Labour (Prohibition and Regulation) Act, 1986

The Child and Adolescent Labour (Prohibition and Regulation) Act, 1986 (“Child Labour Act”) prohibits
employment of children below 14 years of age in certain occupations and processes and provides for regulation
of employment of children in all other occupations and processes. Employment of Child Labour in our industry
is prohibited as per Part B (Processes) of the Schedule.

Other Labour law legislations:

In addition to the aforementioned material legislations that are applicable to our Company, some of the other
labour legislations that may be applicable to our Company include the following:

(i) Payment of Gratuity Act, 1972;

(ii) State-wise Labour welfare fund legislations and rules made thereunder;
(iii) Industrial Disputes Act, 1947
(iv) The Employees’ Compensation Act, 1923
(v) The Apprentices Act, 1961

TAX LAWS

The Income Tax Act, 1961

The Income Tax Act, 1961 (“Tax Act”) deals with the taxation of individuals, corporate, partnership firms, etc.
As per the provisions of the Tax Act, the rates at which they are required to pay tax are calculated on the income
declared by them or assessed by the authorities, after availing the deductions and concessions accorded under the
Act. The maintenance of books of accounts and relevant supporting documents and registers are mandatory under
the Tax Act. Filing of returns of income is compulsory for all assesses. The maintenance of books of accounts and
relevant supporting documents and registers are mandatory under the Tax Act.

160
Goods and Services Tax

Goods and Services Tax (GST) is levied on supply of goods or services or both jointly by the Central and State
Governments. It was introduced as The Constitution (One Hundred and First Amendment) Act 2017 and is
governed by the GST Council. GST provides for imposition of tax on the supply of goods or services and will be
levied by central on intra-state supply of goods or services and by the States including Union territories with
legislature/ Union Territories without legislature respectively. A destination based consumption tax GST would
be a dual GST with the central and states simultaneously levying tax with a common base. The GST law is
enforced by various acts viz. Central Goods and Services Act, 2017 (CGST), State Goods and Services Tax Act,
2017 (SGST), Union Territory Goods and Services Tax Act, 2017 (UTGST), Integrated Goods and Services Tax
Act, 2017 (IGST) and Goods and Services Tax (Compensation to States) Act, 2017 and various rules made
thereunder.

Every person liable to take registration under these Acts shall do so within a period of 30 days from the date on
which he becomes liable to registration. The Central/State authority shall issue the registration certificate upon
receipt of application. The Certificate shall contain fifteen-digit registration numbers known as Goods and Service
Tax Identification Number (GSTIN). In case a person has multiple business verticals in multiple locations in a
state, a separate application will be made for registration of each and every location. The registered assesee is then
required to pay GST as per the rules applicable thereon and file the appropriate returns as applicable thereon. GST
has replaced following indirect taxes and duties at the central and state levels.

The Customs Act, 1962, and Customs Tariff Act, 1975.

The stipulations prescribed by the Customs Act of 1962 and its corresponding regulations are enforceable during
the importation of goods into India from foreign territories, as well as during the exportation of goods from India
to foreign destinations. Additionally, the Customs Tariff Act of 1975 establishes the applicable rates for the
imposition of customs duties as per the provisions outlined in the Customs Act of 1962.

Importer-Exporter Code

Under the Indian Foreign Trade Policy, 2004, no export or import can be made by a person or company without
an Importer Exporter Code number unless such person/company is specifically exempted. 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. An Importer Exporter Code number allotted to an applicant is valid for all its
branches/divisions/ units/factories.

Professional Tax

Professional tax is a state level tax which is imposed on income earned by way of profession, trade, calling or
employment. At present, professional tax is imposed only in Karnataka, Bihar, West Bengal, Andhra Pradesh,
Telangana, Maharashtra, Tamil Nadu, Gujarat, Assam, Kerala, Meghalaya, Odisha, Tripura, Madhya Pradesh,
and Sikkim.

INTELLECTUAL PROPERTY LAWS

The Trademarks Act, 1999

The Trademarks Act, 1999 (“TM Act”) provides for the process for making an application and obtaining
registration of trademarks in India. The purpose of the TM Act is to grant exclusive rights to marks such as a
brand, label, and to obtain relief in case of infringement for commercial purposes as a trade description. The TM
Act prohibits the registration of deceptively similar trademarks and provides for penalties for infringement,
falsifying, and falsely applying trademarks.

161
FOREIGN INVESTMENT REGULATIONS

Foreign Trade (Development and Regulation) Act, 1992, and the Foreign Trade Policy of India, 2023

The Foreign Trade (Development and Regulation) Act, 1992 (“FTA”) seeks to increase foreign trade by regulating
imports and exports to and from India. It authorizes the Government to formulate as well as announce the export
and import policy and to keep amending the same on a timely basis. The Foreign Trade Policy of India, 2023 is
notified by Central Government, in the exercise of powers conferred under Section 5 of the FTA, as amended. In
accordance with Policy 2023, an entity is required to mandatorily apply for the Importer-Exporter Code (“IEC”)
for undertaking import/export activities.

Foreign Exchange Management Act, 1999, and rules and regulations framed thereunder

Foreign investment in India is governed primarily by the provisions of the Foreign Exchange Management Act,
1999 (“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 (as defined hereunder), no
prior consents and approvals are required from the RBI, for foreign direct investment (“FDI”) under the ‘automatic
route’ within the specified sectoral caps. In respect of all industries not specified as FDI under the automatic 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 the exercise of its power under the FEMA, has notified the
Foreign Exchange Management (Non-debt Instruments) Rules, 2019 vide notification F.No. 1/14/EM/2015 dated
October 17, 2019 (“FEMA Regulations”) which governs transfer by or issue security to a person resident outside
India. FEMA Regulations repealed the Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident outside India) Regulations, 2017, and Foreign Exchange Management (Acquisition and Transfer of
Immovable Property in India) Regulations, 2018.

Foreign Direct Investment Policy, 2020

With the intent and objective of the Government of India to attract and promote foreign direct investment in order
to supplement domestic capital, technology, and skills, for accelerated economic growth. The Government of
India has put in place a policy framework on Foreign Direct Investment, which is transparent, predictable, and
easily comprehensible. This framework is embodied in the Circular on Consolidated FDI Policy, which may be
updated every year, to capture and keep pace with the regulatory changes, effected in the interregnum. The
Department of Industrial Policy and Promotion (DIPP), Ministry of Commerce & Industry, Government of India
makes policy pronouncements on FDI through press notes/press releases which are notified by the RBI as
amendments to the Foreign Exchange Management (Transfer or Issue of Security by Persons Resident Outside
India) Regulations, 2000. These notifications take effect from the date of issue of press notes/ press releases unless
specified otherwise therein. In case of any conflict, the relevant FEMA Notification will prevail. The procedural
instructions are issued by the RBI vide A.P. (DIR Series) Circulars. The regulatory framework, over a period,
thus, consists of Acts, Regulations, Press Notes, Press Releases, Clarifications, etc.

THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK

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 OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS

BRIEF HISTORY OF OUR COMPANY

Our Company was incorporated as “Globtier Infotech Private Limited” under the provisions of the Companies
Act, 1956, pursuant to certificate of incorporation dated March 31, 2012 issued by the Registrar of Companies,
National Capital Territory of Delhi and Haryana. Further, our Company shifted its Registered Office from the
State of Delhi to Uttar Pradesh and a fresh Certificate of Incorporation dated February 19, 2021 was issued by
Registrar of Companies, Kanpur. Subsequently, our Company was converted into public limited company under
the provisions of Companies Act, 2013, pursuant to the approval accorded by our Shareholders at the Extra-
ordinary General Meeting held on August 02, 2024. Consequently, the name of our Company was changed to
“Globtier Infotech Limited” and a fresh Certificate of Incorporation consequent upon conversion from a private
limited company to a public limited company was issued to our Company by the Central Processing Centre on
September 18, 2024. The registered office of our company is situated at B-67, 3rd Floor, Sector 67, Gautam Buddha
Nagar, Noida, Uttar Pradesh, India, 201301.
The Corporate Identification Number of our Company is U72900UP2012PLC142156.
For information on the Company’s activities, market, growth and managerial competence, please see the chapters
“Our Management”, “Our Business” and “Our Industry” beginning on pages [⚫], [⚫] and [⚫] respectively of this
Draft Prospectus.
CHANGE IN REGISTERED OFFICE
Except as stated below no change in our Registered Office since incorporation of the Company till the date of the
Draft Prospectus:

Change in Registered Office

Date of Change Reason
From To
January 21, 2021 A-3, Ist Floor, New Krishna Park, B-67, 3rd Floor, Sector 67, Administrative
New Delhi, Delhi, India, 110018 Gautam Buddha Nagar, Noida, Reasons
Uttar Pradesh, India, 201301
MAIN OBJECTS OF OUR COMPANY
The main objects of our Company, as contained in our Memorandum of Association, are as set forth below:
1. To engage in the business of software design, development, customization, implementation, maintenance,
testing, and benchmarking technology solutions and IT-enabled services; to import, export, sell, purchase,
distribute, host (in data centers or over the web), or otherwise manage both proprietary and third-party
software packages, programs, and solutions; to provide internet and web-based applications, services, and
solutions, undertake information technology-related assignments and offer services on-site, off-site, or
through development centres utilizing owned, leased, or third-party software, applications, infrastructure
and equipment.

2. To engage in the business of manufacturing, import-export, selling, dealing, installing and maintenance of
computer hardware, computer servers, software, data processors and all types of IT equipment's, IT
solutions, and services including network management, data centre management, and providing
consultancy services in all of the aforementioned areas.

3. To do research and development & sales in image processing, artificial intelligence, machine learning, deep
learning. Generative Al assignments, Blockchain, cloud, develops, communications, networking, process
control software etc.

163
 4. To carry on the business of providing various corporate solutions and services such as IT consulting services
in the areas including but not limited to ITES, finance, accounting, HR, Management, Taxation, Project
Finance, Legal, Intellectual Property Rights and Information Technology and to undertake functional
support services and business support services and to render services in India and abroad in all kinds of
business process outsourcing and back office operations and to advice customers on and to undertake
assignments in respect of production, manufacture, marketing, sales, quality control, closing and budgeting,
administration, organization of the recommendations of the company if required, and to render executive
selection services.

5. To provide consultancy services on retainership or otherwise for training, training and skill development
by establishing training centres on its own or franchisee mode, which includes learning/e-learning solutions
(training-in-house/ off campus), corporate training/ customized trainings on various technical domain,
process, management, leadership and behaviour skills/ personality development, communication skill,
competencies in accordance with market, industry and client's requirement.

AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION

Since incorporation, the following changes have been made to our Memorandum of Association:
Date of
Shareholders’ Amendment
Approval
Alteration in Object Clause:
September 30,
Clause III (A) of Memorandum of Association redrafted to accurately match the business
2024
activities of the Company.
Change in Name Clause:
August 02, 2024 Conversion of private company into public company and subsequent change of name
from ‘Globtier Infotech Private Limited’ to ‘Globtier Infotech Limited’.
Alteration in Capital Clause:
The Authorized Share Capital of Rs. 5,00,00,000/- (Rupees Five Crore only) consisting
July 09, 2024 of 50,00,000 (Fifty Lakh) Equity shares of face value of Rs. 10/- each was increased to
Rs. 16,00,00,000/- (Rupees Sixteen Crore Sixty Lakh only) consisting of 1,60,00,000
(One Crore Sixty Lakh) Equity shares of face value of Rs. 10/- each.
Alteration in Capital Clause:
The Authorized Share Capital of Rs. 25,00,000/- (Rupees Twenty Five Lakhs only)
March 27, 2021 consisting of 2,50,000 (Two Lakh Fifty Thousand) Equity shares of face value of Rs.
10/- was increased to Rs. 5,00,00,000/- (Rupees Five Crore only) consisting of 50,00,000
(Fifty Lakh) Equity shares of face value of Rs. 10/- each.
Alteration in Situation Clause:
July 07, 2020 Registered office shifted from NCT Delhi to State of Uttar Pradesh with effect from
January 21, 2021.
Alteration in Capital Clause:
The Authorized Share Capital of Rs. 10,00,000/- (Rupees Ten Lakhs Only) consisting of
January 20, 2017 1,00,000 (One Lakh) Equity Shares of face value of Rs. 10/- each was increased to Rs.
25,00,000/- (Rupees Twenty Five Lakhs only) consisting of 2,50,000 (Two Lakh Fifty
Thousand) Equity shares of face value of Rs. 10/- each.
Alteration in Object Clause:
October 26, 2015 Clause III (C) of Memorandum of Association deleted to comply with the provisions of
Companies Act, 2013.
Alteration in Liability Clause:
October 26, 2015
Clause IV replaced to comply with the provisions of Companies Act, 2013.

164
 Date of
Shareholders’ Amendment
Approval
Alteration in Capital Clause:
The Authorized Share Capital of Rs. 1,00,000/- (Rupees One Lakhs only) consisting of
September 02,
10,000 (Ten Thousand) Equity shares of face value of Rs. 10/- each was increased to Rs.
2013
10,00,000/- (Rupees Ten Lakhs Only) consisting of 1,00,000 (One Lakh) Equity Shares
of face value of Rs. 10/- each .
Except as stated above, our Company has not made any amendments to its Memorandum of Association (“MOA”)
since its incorporation.
CORPORATE PROFILE OF OUR COMPANY
Details regarding the description of our Company’s activities, services, managerial competence, major suppliers,
and customers, please refer to the chapters titled “Our Business”, “Our Management” and “Management’s
Discussion and Analysis of Financial Position and Results of Operations” on page [⚫], [⚫] and [⚫] respectively,
of this Draft Prospectus.
KEY EVENTS AND MILESTONES IN THE HISTORY OF OUR COMPANY

Year Event
Our Company was incorporated as Globtier Infotech Private Limited under the Companies Act,
2012
1956 as a private limited company.
Company obtained ISO 9001:2015, ISO 14001:2015, ISO/IEC 20000-1:2018 and ISO/IEC
2024
27001:2002 certifications

2024 Our Company was converted into Public Limited Company vide fresh certificate of incorporation
dated September 18, 2024

KEY AWARDS, ACCREDITATIONS OR RECOGNITION

Our Company has received any key awards, accreditations or recognition as on the date of the Draft Prospectus.

Year Event

2022 Won “Best Cloud Initiatives – IT Sector” at India DevOps Show.

DETAILS OF PROMOTER AND PROMOTER GROUP

Rajiv Shukla and Rekha Shukla are the original Promoters of our Company. Pursuant to Regulation 2(oo) of the
SEBI ICDR Regulations and resolution passed in the meeting of the Board of Directors held on December 10,
2024, Rahul Shukla has been included as Promoters, owing to their control over the affairs of our Company
directly as a director and with whose advice, directions and instructions the Board of Directors of our Company
is accustomed to act. For further details, please refer to “Capital Structure- Details of Build-up of our Promoter’s
shareholding” on page [⚫] of this Draft Prospectus.
TIME AND COST OVERRUN
There has been no material time and cost overrun in relation to the capital expenditure projects as on the date of
this Draft Prospectus.
LOCK-OUT AND STRIKES
There have been no instances of strikes or lock-outs at any time in our Company as on the date of this Draft
Prospectus. For more details, please see “Risk Factors” beginning on page [⚫].

165
CHANGES IN THE ACTIVITIES OF OUR COMPANY DURING THE LAST FIVE YEARS
There have been no changes in the activities of our Company in the last five years.
DETAILS REGARDING MATERIAL ACQUISITION OR DISINVESTMENTS OF
BUSINESS/UNDERTAKINGS, MERGERS AND AMALGAMATION
Except as stated below, our Company has not made any material acquisition or disinvestments of
business/undertakings, mergers and amalgamations.

On August 09, 2023, our Company acquired 99% ownership of Globtier USA, LLC. Additionally, on October 31,
2024 our Company acquired 8100 equity shares, constituting 77.14% of the share capital of BOTGO Technologies
Private Limited. For further detail, refer to chapter titled “Our Subsidiaries” on page [⚫] of this Draft Prospectus.
REVALUATION OF ASSETS
Our Company has neither revalued its assets nor has issued any Equity Shares (including bonus shares) by
capitalizing any revaluation reserves since its incorporation.
HOLDING COMPANY OF OUR COMPANY
As of the date of filing this Draft Prospectus, our Company does not have a holding company.
SUBSIDIARY COMPANY OF OUR COMPANY
As on the date of this Draft Prospectus, Globtier USA, LLC and BOTGO Technologies Private Limited are our
Subsidiary Companies. For further detail, refer to chapter titled “Our Subsidiaries” on page [⚫] of this Draft
Prospectus.

AGREEMENTS WITH KEY MANAGERIAL PERSONNEL OR A DIRECTOR OR PROMOTERS OR

ANY OTHER EMPLOYEE OF THE COMPANY
There are no agreements entered into by a Key Managerial Personnel or Senior Management Personnel or
Directors or Promoter or any other employee of our Company, 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 dealings in the securities of our Company.
GUARANTEES GIVEN BY PROMOTERS
As on the date of this Draft Prospectus, no guarantee has been issued by Promoters except as disclosed in the
“Financial Indebtedness” on page [⚫].
INJUNCTIONS OR RESTRAINING ORDERS
There are no injunctions/restraining orders that have been passed against the company.
DETAILS OF PAST PERFORMANCE
For details in relation to our financial performance in the previous five financial years, including details of non-
recurring items of income, refer to section titled “Restated Consolidated Financial Statements” beginning on page
[⚫] of this Draft Prospectus.
SHAREHOLDERS AGREEMENTS
As on date of filing of this Draft Prospectus, our Company has not entered into any shareholders agreement.
OTHER AGREEMENTS
Our Company has not entered into any specific or special agreements except that have been entered into in
ordinary course of business and agreement dated August 02, 2024 with Managing Director Rajiv Shukla for their
appointment as on the date of filing of this Draft Prospectus.

166
As on date of Draft Prospectus, there are no other agreements and clauses/covenants which are material and which
need to be disclosed or non-disclosure of which may have bearing on the investment decision, other than the ones
which have already disclosed in the Draft Prospectus.

DEFAULTS OR RESCHEDULING OF BORROWINGS WITH FINANCIAL INSTITUTIONS OR

BANKS
There have been no defaults or rescheduling of borrowings with financial institutions or banks by our Company.
For information related to borrowings kindly refer to section titled “Unsecured Borrowings” in the section titled
“Financial Indebtedness” on page [⚫].
THE AMOUNT OF ACCUMULATED PROFIT / (LOSSES) NOT ACCOUNTED FOR BY OUR
COMPANY
As on date of this Draft Prospectus, there are no accumulated profit / (losses) not accounted for by our Company.
ASSOCIATE OR JOINT VENTURES OF OUR COMPANY
As on date of this Draft Prospectus, our Company does not have any associate companies.
AGREEMENTS WITH STRATEGIC PARTNERS AND/OR FINANCIAL PARTNERS
As on date of this Draft Prospectus, our Company does not have any strategic/financial partner.
COLLABORATION
As on date of this Draft Prospectus, our Company has not entered into any Collaboration.
LAUNCH OF KEY PRODUCTS OR SERVICES, ENTRY INTO NEW GEOGRAPHIES OR EXIT FROM
EXISTING MARKETS, CAPACITY/ FACILITY CREATION OR LOCATION OF PLANTS
As on date of this Draft Prospectus, there has been no launch of key products or services, entry into new
geographies or exit from existing markets, or capacity/facility creation.
ARTICLE OF ASSOCIATION
None of the “Article of Association” are contrary to the Securities Laws and Companies Act, 2013.

SPECIAL RIGHTS
None of the special rights available to the Promoters/Shareholders (except for nominee/nomination rights and
information rights) would survive post listing of the Equity Shares of the Company and same shall cease to exit
or shall expire/waived off immediately before or on the date shares are allotted to public shareholders in IPO,
without requiring any further action.

INTER-SE AGREEMENTS /ARRANGEMENTS

There are no inter-se agreements / arrangements and clauses / covenants which are material and are adverse /
prejudicial to the interest of the minority / public shareholders entered into by the Company, Promoters and
Shareholders with respect to the Company. Further, there are no other agreements, deed of assignments,
acquisition agreements, shareholders’ agreements, inter-se agreements, agreements of like nature entered into by
the Company, Promoters and Shareholders with respect to the Company.

THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK

167
 OUR SUBSIDIARIES

As on the date of this Draft Prospectus, our Company has two (2) Subsidiary Companies, namely, BOTGO
Technologies Private Limited and Globtier USA, LLC. Set out below are details of our Subsidiary Companies:
1. BOTGO Technologies Private Limited

a) Corporate Information
BOTGO Technologies Private Limited (BOTGO) was incorporated as a private limited company under
the Companies Act, 2013, pursuant to a certificate of incorporation dated August 18, 2023, issued by the
Central Registration Centre. The Company's Corporate Identification Number (CIN) is
U62091UP2023PTC187513 and PAN is AALCB8605Q. Its registered office is located at B-67, Second
Floor, Sector -67, Noida, Gautam Buddha Nagar-201301, Uttar Pradesh, India. Since establishing the
subsidiary relationship, BOTGO has become a deemed public company under Section 2(71) of the
Companies Act, 2013.
b) Nature of Business
The main objects of BOTGO, as contained in our Memorandum of Association, are as set forth below:
● To develop, implement, export, import, purchase, sell or lease and otherwise deal in software and
otherwise as dealers and representatives for all types of software and firmware.
● To conduct training and undertake turnkey assignments in developing and training of all types of
software.
● To do research and development in image processing, artificial intelligence, communications
networking, process control software.
● To do data entry and processing of general data such as images and sound, and to install or hire
computer and allied equipments and to run and conduct bureau of services.
● To provide consultancy services on retainership or otherwise for training, development, all matters
relating to management, marketing, manufacturing, personnel, systems and procedures.
● To develop, trade, export, import and also act as agents, collaborators with Indian and/or foreign
parties for software and also to support and service the installed software.
● To design, invent, make use of, hire, buy, sell, import, export, manufacture, assemble, repair,
provide after sales and maintenance support services or otherwise dispose off and generally to deal
in Communications, Broadcasting, Media, Computer Hardware and any other equipment and
accessories related thereto.

c) Capital Structure
Following is the capital structure of BOTGO as on the date of this Draft Prospectus:
(Rs. in Lakhs)
Particulars Aggregate Nominal Value
Authorized Share Capital 10.00
Issued, subscribed and paid-up capital 1.05

d) Shareholding Pattern
Following is the shareholding pattern of BOTGO as on the date of this Draft Prospectus:
Percentage
S. No. Name of the Shareholder No. of Shares
Shareholding
1. Globtier Infotech Limited 8100 77.14
2. Dipak Dabral 100 0.95
3. Denis Narendra Kumar 100 0.95
4. Shardul Sangal 500 4.76

168
 Percentage
S. No. Name of the Shareholder No. of Shares
Shareholding
5. Tiju Poovathummoottil Andrews 1500 14.29
6. Pawan Garg and Neetu Garg 50 0.48
7. Narendra Nayak 50 0.48
8. Samuel James 100 0.95
TOTAL 10500 100.00
e) Board of Directors
Following are the Directors of BOTGO as on the date of this Draft Prospectus:
S. No. Name DIN Designation
1. Rekha Shukla 02656755 Director
2. Rajiv Shukla 02653008 Director
3. Rahul Shukla 08578849 Director
f) Financial Performance
The brief financial details of BOTGO derived from its audited financial statements for FY 2023-24 is set
forth below:
(Rs. in Lakh, except per share data)
Particulars For the year ended March 31, 2024
Equity Share Capital 1.05
Reserves & Surplus 141.67
Net Worth 142.72
Revenue from Operations 6.17
Profit / (Loss) after tax (8.27)
Basic & Diluted Earnings per share (in Rs.) (99.71)
Note: Since BOTGO was incorporated on August 18, 2023, comparative figures for previous years are
not available.
g) Other Confirmations

i. Accumulated profits or losses

As on the date of this Draft Prospectus, there are no accumulated profits or losses of BOTGO which
have not been accounted for by our Company.
ii. Listing
The equity shares of BOTGO are not listed on any Stock Exchange. None of the securities of
BOTGO have been refused listing by any stock exchange in India or abroad or failed to meet the
listing requirements of any stock exchange in India or abroad.
iii. Business Interest
BOTGO do not have any business or other interest in our Company other than as stated in “Our
Business”, and transactions disclosed in “Restated Consolidated Financial Statements – Annexure
IX – Related Party Disclosures”, beginning on page 137 and 197 respectively of this Draft
Prospectus.
iv. Common Pursuits
As on the date of this Draft Prospectus, BOTGO has common pursuits with our Company and is
authorized to engage in similar business to that of our Company.

169
2. Globtier USA, LLC

a) Corporate Information
Globtier USA, LLC was incorporated as a Limited Liability Company on August 16, 2023 in the State
of Delaware, United States. The Company's File Number is 7624738 and Employer Identification
Number (EIN) is 36-5078713. Its registered office is located at 8 The Green STE D, Dover, Delaware,
County of Kent, 19901.
b) Nature of Business
To conduct or promote any lawful businesses or purposes that a limited liability company is legally
allowed to conduct or promote, within this state or any other jurisdiction.
c) Capital Contribution
Following is the capital contribution of Globtier USA, LLC as on the date of this Draft Prospectus:
(Contribution in Dollar $)
S. No. Name of the Member Contribution Percentage
1. Globtier Infotech Limited 990 99.00
2. Rajiv Shukla 10 1.00
TOTAL 1000 100.00
d) Members
Following are the Members of Globtier USA, LLC as on the date of this Draft Prospectus:
S. No. Name
1. Globtier Infotech Limited
2. Rajiv Shukla
e) Financial Performance
Globtier USA, LLC has not conducted any business since incorporation and hence financial performance
for previous years are not available.
f) Other Confirmations

i. Accumulated profits or losses

As on the date of this Draft Prospectus, there are no accumulated profits or losses of Globtier USA,
LLC which have not been accounted for by our Company.
ii. Listing
The equity shares of Globtier USA, LLC are not listed on any Stock Exchange. None of the securities
of Globtier USA, LLC have been refused listing by any stock exchange in India or abroad or failed
to meet the listing requirements of any stock exchange in India or abroad.
iii. Business Interest
Globtier USA, LLC do not have any business or other interest in our Company other than as stated
in “Our Business”, and transactions disclosed in “Restated Consolidated Financial Statements –
Annexure IX – Related Party Disclosures”, beginning on page 137 and 197 respectively of this Draft
Prospectus.
iv. Common Pursuits
As on the date of this Draft Prospectus, Globtier USA, LLC has common pursuits with our Company
and is authorized to engage in similar business to that of our Company.

170
 OUR GROUP COMPANIES

As per the SEBI (ICDR) Regulations, 2018, for the purpose of identification of Group Companies, our Company
has considered those companies as our Group Companies with which there were related party transactions as
per the Restated Consolidated Financial Statements of our Company and other Companies as considered
material by our Board. In terms of the SEBI ICDR Regulations and in terms of the materiality defined by the
Board pursuant to its resolution dated January 07, 2025, our Group Companies include those companies with
which related party transactions were conducted, as per Accounting Standard (AS 18), reflected in the Restated
Consolidated Financial Statements.

Accordingly, Virtue E Varsity Private Limited is identified as the Group Company.

The details of our Group Company are given below:

Virtue E Varsity Private Limited

Registered Office:

The registered office is located at D-9, Ground Floor, Sector 3, Noida, Gautam Buddha Nagar, Uttar Pradesh,
India, 201301.

Financial Information
The financial information derived from the audited financial statements for the last three financial years, as
required by the SEBI ICDR Regulations is available on the website of our Company at www.globtierinfotech.com.
NATURE AND EXTENT OF INTEREST OF OUR GROUP COMPANY
a) In the promotion of our Company
Our Group Company do not have any interest in the promotion of our Company.
b) In the properties acquired by our Company in the preceding three years before filing the Draft Prospectus
or proposed to be acquired by our Company
Our Group Company are not interested, directly or indirectly, in the properties acquired or proposed to be
acquired by our Company in the three years preceding the filing of this Draft Prospectus.
c) In transactions for acquisition of land, construction of building and supply of machinery
Our Group Company are not interested, directly or indirectly, in any transaction for the acquisition of land,
construction of building, supply of machinery, or any other contract, agreement or arrangement entered by
our Company and no payments have been made or are proposed to be made in respect of these contracts,
agreements or arrangements, by our Group Company.

COMMON PURSUITS

Virtue E Varsity Private Limited have been authorised by its Memorandum of Associations to undertake activities
which are similar to our Company. Further, currently we do not have any non-compete agreement/arrangement
with our Group Company. Such a conflict of interest may have adverse effect on our business and growth. We
shall adopt the necessary procedures and practices as permitted by law to address any conflict situations, as and
when they may arise.

RELATED PARTY TRANSACTIONS AND SIGNIFICANCE ON THE FINANCIAL STATEMENTS

Other than the transactions disclosed in “Annexure IX - Restated Consolidated Financial Statements” beginning
on page 197 there are no other business transactions between our Company and the Group Company which are
significant to the financial performance of our Company.

171
BUSINESS INTERESTS OR OTHER INTERESTS

Except as disclosed in “Restated Consolidated Financial Statements” on page 197 of this Draft Prospectus, our
Group Company has no business interest in our Company.

MATERIAL LITIGATIONS

Other than as disclosed in “Outstanding Litigation and Material Developments” on page 263 of this Draft
Prospectus, our Group Company are not party to any litigation which may have material impact on our Company.

OTHER CONFIRMATIONS

Our Group Company are not listed on any stock exchange. Our Group Company have not made any public or
rights issue of securities in the preceding three years.

THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK

172
 OUR MANAGEMENT

BOARD OF DIRECTORS

Under our Articles of Association, we are required to have not less than 3 directors and not more than 15 directors,
subject to the applicable provisions of the Companies Act, 2013. As on the date of this Draft Prospectus, our
Company has six (6) Directors on its Board of whom one (1) is a Chairman and Managing Director, one (1) is an
Executive Director, two (2) are Non- Executive Directors and two (2) are Non-Executive & Independent Directors.
Our Company is in compliance with the corporate governance norms prescribed under the SEBI Listing
Regulations and the Companies Act, 2013, in relation to the composition of our Board and constitution of
committees thereof.

The following table sets forth the details regarding our Board of Directors as on the date of filing of this Draft
Prospectus:

Sr. Name, DIN, Date of Birth, Age, Qualification, Date of Appointment

No. Designation, Address, Occupation, Experience, / Change in Current Other Directorships
Nationality, and Term Designation
1. Name: Rajiv Shukla Initially appointed as Indian Directorships
Director from March • BOTGO
DIN: 02653008
31, 2012 to December Technologies
Date of Birth: August 12, 1962 01, 2012. Private Limited
• Virtue E Varsity
Age: 62 Years Reappointed as Private Limited
Director on February
Qualification: Bachelor of Science
11, 2020. Foreign Membership
Designation: Chairman & Managing Director • Globtier USA,
Further, designated as LLC
Address: Flat Number 220, Manhatan 10, Mahagun the Chairman &
Moderne, Sector 78, Gautam Buddha Nagar, Noida, Managing Director
Uttar Pradesh – 201301 with effect from July
Occupation: Business 22, 2024.

Experience: 20 years

Nationality: Indian

Term: for a period of five 5 years w.e.f July 22,

2024

2. Name: Rekha Shukla Initially appointed as • BOTGO

Director on March 31, Technologies
DIN: 02656755
2012. Private Limited
Date of Birth :- October 02, 1968
Designation changed
Age: 56 Years to Whole Time
Director with effect
Qualification: Bachelor of Arts
from July 22, 2024
Designation: Executive Director
Further, designation
Address: Flat Number 220, Manhatan 10, Mahagun changed to Executive
Moderne, Sector 78, Gautam Buddha Nagar, Noida, Director with effect
Uttar Pradesh – 201301

173
Sr. Name, DIN, Date of Birth, Age, Qualification, Date of Appointment
No. Designation, Address, Occupation, Experience, / Change in Current Other Directorships
Nationality, and Term Designation
Occupation: Business from November 04,
2024
Experience: 12 years

Nationality: Indian

Term: Liable to retire by rotation

3. Name: Rahul Shukla Appointed as • BOTGO

Additional Director on Technologies
DIN: 08578849 October 14, 2024. Private Limited

Date of Birth: October 28, 1992 Further, regularized as

Non-Executive
Age: 32 years Director on November
04, 2024.
Qualification: Master of Laws

Designation: Non-Executive Director

Address: 1015, Eternia, Mahagun Mezzaria, Sector

78, Noida, Gautam Buddha Nagar, Uttar Pradesh,
201301

Occupation: Professional

Experience: Over 7 years

Nationality: Indian

Term: Liable to retire by rotation

4. Name: Shardul Sangal Appointed as NA

Additional Non-
DIN: 10771098
Executive Director
Date of Birth: August 18, 1974 with effect from
September 02, 2024.
Age: 50 Years
Further regularized as
Qualification: Bachelor of Engineering
Non-Executive
Designation: Non-Executive Director Director with effect
from September 30,
Address: Flat No. 522, Manhattan-11, Mahagun 2024.
Moderne, Sector-78, Noida, Gautam Buddha Nagar,
Uttar Pradesh – 201301

Occupation: Professional

Experience: Over 28 Years

Nationality: Indian

Term: Liable to retire by rotation

174
Sr. Name, DIN, Date of Birth, Age, Qualification, Date of Appointment
No. Designation, Address, Occupation, Experience, / Change in Current Other Directorships
Nationality, and Term Designation
5. Name: Manoj Kumar Jain Appointed as Non- • Tabs
Executive Director Accountancy
DIN: 07944446
with effect from July India Private
Date of Birth: September 16, 1956 09, 2024. Limited
• Datafuse Tech
Age: 68 Years Further, designation
India Private
changed to Non-
Qualification: Master of Technology Limited
Executive &
Independent Director
Designation: Non-Executive & Independent
with effect from
Director
September 30, 2024.
Address: Flat No. 111, Tower 1, Project Plam
Olympia, Plot No GH 02, Sector 16C, Noida West,
Noida, Greater Noida, Gautam Buddha Nagar, Uttar
Pradesh – 201308

Occupation: Professional

Experience: Over 35 years

Nationality: Indian

Term: For a period of 5 years w.e.f September 30,

2024.

6. Name: Rajesh Srivastava Appointed as NA

Additional Non-
DIN: 03248594 Executive &
Independent Director
Date of Birth: January 17, 1966 on September 02,
2024.
Age: 58 Years
Further, regularized as
Qualification: Chartered Accountant Non-Executive &
Independent Director
Designation: Non-Executive & Independent with effect from
Director September 30, 2024.

Address: A-3/302, Tower 3, Silver City, Purvnchal,

Salarpur, Maharishi, Sector 93, Gautam Buddha
Nagar, Noida, Uttar Pradesh – 201304

Occupation: Professional

Experience: Over 36 years

Nationality: Indian

Term: For a period of 5 years w.e.f September 30,

2024.

175
BRIEF BIOGRAPHY OF OUR DIRECTORS

Rajiv Shukla, aged 62, is a Promoter of our Company, holding the

position of Chairman and Managing Director since July 22, 2024.

Rajiv Shukla has over 20 years of experience in the Information

Technology Industry. He holds a degree in Bachelor of Science from the
University of Lucknow. Currently, his responsibilities include customer
experience management and marketing.

Rekha Shukla, aged 56 years, is a Promoter of our Company, holding the

position of Executive Director since November 04, 2024.

Rekha Shukla has over 12 years of experience in the Information

Technology Industry. She holds a degree in Bachelor of Arts from the
Lucknow University. Currently, her responsibilities include overseeing the
admin and human resources department of the Company.

Rahul Shukla, aged 32 years, is a Promoter of our Company, holding the

position of Non-Executive Director since October 14, 2024.

Rahul Shukla has over 7 years of experience in the field of law. He holds
degree in Master of Laws from Georgetown University Law Center and
Bachelor of Legal Science from University of Mumbai. In the past he was
associated with AZB & Partners, Advocates & Solicitors as an Associate
and Tek Data, Inc. as a Legal Consultant. Currently, he is working with
Shardul Amarchand Mangaldas & Co.

Shardul Sangal, aged 50 Years, is a Non-Executive & Non-Independent

Director of our Company since September 02, 2024.

Shardul Sangal has over 28 years of experience. He holds a degree in

Bachelor of Engineering from the University of Allahabad. In the past he
was associated with Infogain India Private Limited as a Senior Vice
President and Wipro Limited as General Manager.

Manoj Kumar Jain, aged 68 Years, is a Non-Executive & Independent

Director of our Company since September 30, 2024.

Manoj Kumar Jain has experience of over 35 years. He holds degree in

Master of Technology from Indian Institute of Technology Bombay and
Bachelor of Engineering from the Indian Institute of Science, Bangalore.
In the past he was associated with Tata Technologies Limited as Vice
President - CRM Enterprise Solutions. Currently, he is a Director in Tabs
Accountancy India Private Limited and Datafuse Tech India Private
Limited.

176
 Rajesh Srivastava, aged 58 Years, is a Non-Executive & Independent
Director of our Company since September 02, 2024.

Rajesh Srivastava has over 36 years of experience in the field of finance.

He is an Associate Member of the Institute of Chartered Accountants of
India (ICAI) and holds a Bachelor of Commerce from Kanpur University.
In the past he was associated with Samvardhana Motherson International
Limited and Modipon Fibers Company as Chief Financial Officer.

DETAILS OF CURRENT AND PAST DIRECTORSHIP(S) OF THE ABOVE DIRECTORS IN LISTED

COMPANIES WHOSE SHARES HAVE BEEN / WERE SUSPENDED FROM BEING TRADED OR
DELESTED ON ANY OF THE STOCK EXCHANGES, DURING HIS/HER TENURE

None of our Directors is or was a Director of any listed company, whose shares have been or were suspended
from being traded on any stock exchanges, in the last five years prior to the date of this Draft Prospectus, during
the term of their directorship in such company.

Further, none of our Directors is, or was, a director of any listed company which has been or was delisted from
any stock exchange during the term of their directorship in such company.

RELATIONSHIP BETWEEN OUR DIRECTORS AND KEY MANAGERIAL PERSONNEL

Except as mentioned below none of the Directors and Key Managerial Personnel of our Company are related to
each other as per Section 2(77) of the Companies Act, 2013:

Name Designation Relationship

• Husband of Rekha Shukla

Rajiv Shukla Chairman and Managing Director
• Father of Rahul Shukla
• Wife of Rajiv Shukla
Rekha Shukla Executive Director
• Mother of Rahul Shukla
Rahul Shukla Non-Executive Director • Son of Rajiv Shukla and Rekha Shukla

CONFIRMATIONS

As on the date of this Draft Prospectus:

1. None of the Directors are categorized as a wilful defaulter or fraudulent borrower, as defined under Regulation
2(1)(lll) of SEBI ICDR Regulations.
2. None of our Directors have interest in any property acquired by our Company within two years of the date of
this Draft Prospectus.
3. 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.
4. 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.

177
ARRANGEMENT OR UNDERSTANDING WITH MAJOR SHAREHOLDER, CUSTOMERS,
SUPPLIERS OR OTHERS

There are no arrangements or understanding with major shareholders, customers, suppliers or any other entity,
pursuant to which any of the Directors or Key Managerial Personnel were selected as a Director or Member of
their senior management.

SERVICE CONTRACTS WITH DIRECTORS

The Directors of our Company have not entered into any service contracts with our company which provides for
benefits upon termination of employment.

TERMS OF EMPLOYMENT OF OUR DIRECTORS

Terms of employment of our Chairman & Managing Director

Pursuant to a resolution passed by the Board of Directors at the meeting held on July 22, 2024 and approved by
the Shareholders of our Company at the EGM held on August 02, 2024, Rajiv Shukla was appointed as the
Chairman & Managing Director of our Company for a period of five (05) years with effect from and the terms of
remuneration, including his salary, allowances and perquisites were approved in accordance with the provisions
of Sections 197, 198, Schedule V and other relevant provisions of the Companies Act, 2013 read with the rules
prescribed thereunder. The terms of remuneration of our Managing Director have been summarized below:

Basic Salary Rs. 52,00,000 (Rupees Fifty Two Lakhs Only) per annum
Perquisites In addition to the salary, the Managing Director of our Company is entitled to the following
perquisites and allowances:
• Medical Reimbursement: Reimbursement of the expenses incurred for self and family or
medical insurance for self and family subject to a ceiling of one month’s salary in a year
or three months’ salary over a period of three years.
• Leave Travel Concession: Leave travel concession for self and family once in a year
incurred in accordance with rule of the Company.
Explanation: Family means, the Spouse, the dependent children and dependent parents
• Personal Accident Insurance: Personal accident insurance of an amount, the annual
premium of which does not exceed ₹ 0.25 lakhs per annum.
• Gratuity as per the rules of the Company: a) Company’s contribution towards
superannuation fund as per the rules of the Company; and b) The aforesaid perquisites
stated for the payment of gratuity shall not be included in the computation of aforesaid
ceiling on perquisites to the extent these either singly or put together are not taxable under
the Income Tax Act, 1961.
• Earned Leave: On full pay and allowance and perquisites as per the rules of the company,
but no exceeding one-month salary for eleven months service. Encashment of leave at
the end of the tenure shall not be included in the computation of the aforesaid ceiling on
perquisites and/or salary.
• Provision for car and telephone.

Terms of employment of our Executive Director

Pursuant to a resolution passed by the Board of Directors at the meeting held on October 14, 2024 and approved
by the Shareholders of our Company at the EGM held on November 04, 2024, Rekha Shukla was appointed as
the Executive Director of our Company, liable to retire by rotation, and the terms of remuneration, including his
salary, allowances and perquisites were approved in accordance with the provisions of Sections 197, 198, Schedule
V and other relevant provisions of the Companies Act, 2013 read with the rules prescribed thereunder. The terms
of remuneration of our Executive Director have been summarized below:

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 Basic Salary Rs. 52,00,000 per annum
Perquisites In addition to the salary, the Executive Director of our Company is entitled to the following
perquisites and allowances:
Medical Reimbursement: Reimbursement of the expenses incurred for self and family or
medical insurance for self and family subject to a ceiling of one month’s salary in a year or
three months’ salary over a period of three years.
Leave Travel Concession: Leave travel concession for self and family once in a year incurred
in accordance with rule of the Company.
Explanation: Family means, the Spouse, the dependent children and dependent parents
Personal Accident Insurance: Personal accident insurance of an amount, the annual premium
of which does not exceed ₹ 0.25 lakhs per annum.
Gratuity will be payable as per the Company’s Policy in compliance with The Payment of
Gratuity Act, 1972 and rules made thereunder.
Earned Leave: On full pay and allowance and perquisites as per the rules of the company,
but no exceeding one-month salary for eleven months service. Encashment of leave at the
end of the tenure shall not be included in the computation of the aforesaid ceiling on
perquisites and/or salary.
Provision for car and telephone.

Sitting fees to Non-Executive Director and Non-Executive Independent Directors

Pursuant to a resolution of our Board dated October 14, 2024 our Non-Executive Director and Non-Executive &
Independent Directors are entitled to receive sitting fees of Rs. 5,000/- (Rupees Five Thousand Only) for attending
each meeting of our Board and the committees, constituted of the Board respectively. Further, our Non-Executive
Director and Non-Executive & Independent Directors may be paid reimbursement of expenses as permitted under
the Companies Act and the SEBI Listing Regulations.

REMUNERATION / COMPENSATION PAID TO DIRECTORS

Remuneration paid to Directors during preceding financial year i.e. FY 2022-23 and 2023-24 are as follows:
(Amount In Rs. Lakhs)
Sr. Remuneration for Remuneration for
Name of Directors Designation Reason
No. FY 2023-24 FY 2022-23
1. Rekha Shukla Executive Director 51.95 51.95 -
Chairman &
2. Rajiv Shukla 51.95 51.95 -
Managing Director
Contingent and deferred compensation payable to the Directors
As on the date of this Draft Prospectus, there is no contingent or deferred compensation payable to the Directors,
which does not form part of their remuneration.
Bonus or profit-sharing plan for the Directors
Our Company does not have any performance-linked bonus or a profit-sharing plan in which our Directors have
participated.

QUALIFICATION SHARES REQUIRED TO BE HELD BY DIRECTORS

Our Articles of Association do not require our directors to hold qualification shares.

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SHAREHOLDING OF OUR DIRECTORS IN OUR COMPANY

The following table details the shareholding of our Directors as on the date of this Draft Prospectus:

% of Pre Offer % of Post Offer

Sr. No. of Equity
Name of the Director Equity Share Equity Share
No. Shares
Capital Capital*

1. Rajiv Shukla 7,80,000 6.90 [●]

2. Rekha Shukla 1,05,15,000 92.97 [●]

*Subject to finalization of Basis of Allotment.
INTERESTS OF DIRECTORS
All of our Directors may be deemed to be interested to the extent of fees payable to them, if any, for attending
meetings of the Board or Committees thereof as well as to the extent of other remuneration and reimbursement of
expenses payable, if any to them under our Articles of Association, and/or to the extent of remuneration paid to
them for services rendered as an officer or employee of our Company. Some of our Directors may be deemed to
be interested to the extent of consideration received/paid or any loan or advances provided to any-body corporate
including companies and firms, in which they are interested as directors, members, partners or trustees.
Our Directors may also be regarded as interested in the Equity Shares, if any, held by them or that may be
subscribed by and allotted to the companies, firms, and trusts, if any, in which they are interested as directors,
members, promoters, and /or trustees pursuant to this Offer. All our Directors 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, if any.
Except as stated in the chapter “Our Management” and ‘Restated Consolidated Financial Statements - Related
Party Transactions’ beginning on page 173 and 197 respectively of this Draft Prospectus and described herein to
the extent of shareholding in our Company, if any, our Directors do not have any other interest in our business.
Our Directors are not interested in the appointment of or acting as Lead Manager, Registrar and Bankers to the
offer or any such intermediaries registered with SEBI.
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.
Further, our Directors are also directors on the boards, or are shareholders, members or partners, of entities with
which our Company had related party transactions and may be deemed to be interested to the extent of the
payments made by our Company, if any, to these entities. For further details, see “Restated Consolidated Financial
Statements - Related Party Transactions” on page 197.
Except as disclosed in “Restated Consolidated Financial Statements” and “Financial Indebtedness” on page 197
and 258, respectively in this Draft Prospectus, our Directors have not extended any personal guarantees for
securing the repayment of the bank loans obtained by our Company. Further, our Promoters are co-borrowers in
certain vehicle loans availed by our Company and they have provided personal properties as collateral securities
for the cash credit facility and bank guarantee facility availed by our Company. For further details, please refer to
the chapter titled “Financial Indebtedness” on page 258 of this Draft Prospectus.
There is no material existing or anticipated transaction whereby Directors will receive any portion of the proceeds
from the offer.
No loans have been availed by our Directors from our Company.

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INTEREST IN THE PROMOTION AND FORMATION OF OUR COMPANY
As on the date of this Draft Prospectus, except Rajiv Shukla, Rekha Shukla and Rahul Shukla Promoters of our
Company, none of our other Directors and Key Managerial Personnel are interested in the promotion or formation
of our Company. For further details, see “Our Promoters and Promoter Group” on page 191.
INTEREST IN THE PROPERTY OF OUR COMPANY
Except as stated/referred to in the heading titled “Land & Properties” mentioned in the chapter “Our Business”
on page 137 of this Draft Prospectus, our Directors have not entered into any contract, agreement or arrangements
during the preceding two years from the date of this Draft Prospectus in which the Directors are interested directly
or indirectly and no payments have been made to them in respect of these contracts, agreements or arrangements
or are proposed to be made to them.
INTEREST OF OUR DIRECTORS IN ACQUISITION OF LAND, CONSTRUCTION OF BUILDING OR
SUPPLY OF MACHINERY
Our Directors do not have any interest in any transaction by our Company for acquisition of land, construction of
buildings or supply of machinery.
INTEREST AS A CREDITOR OF OUR COMPANY
As on the date of this Draft Prospectus, our company has not availed loans from the Directors of our company,
except as provided in chapter titled “Financial Indebtedness” and “Restated Consolidated Financial Statements -
Related Party Transactions” on page 258 and 197 respectively.
OTHER INDIRECT INTEREST
Except as stated in chapter titled “Restated Consolidated Financial Statements” beginning on page 197, none of
our sundry debtors or beneficiaries of loans and advances are related to our directors.
CHANGES IN OUR BOARD OF DIRECTORS IN THE LAST 3 YEARS

The Changes in the Board of Directors of our Company in the three years preceding the date of this Draft
Prospectus are as follows:

Name Date of event Reason of Change

Manoj Kumar Jain July 09, 2024 Appointed as Non-Executive Professional Director
Rajiv Shukla July 22, 2024 Re-Designated as Managing Director
Rekha Shukla July 22, 2024 Re-Designated as Whole Time Director
Shardul Sangal September 02, 2024 Appointed as Additional Non-Executive Director
Appointed as Additional Non-Executive &
Rajesh Srivastava September 02, 2024
Independent Director
Shardul Sangal September 30, 2024 Appointed as Non-Executive Director
Re-Designated as Non-Executive & Independent
Manoj Kumar Jain September 30, 2024
Director
Rajesh Srivastava September 30, 2024 Appointed as Non-Executive & Independent Director
Rahul Shukla October 14, 2024 Appointed as Additional Non-Executive Director
Rekha Shukla October 14, 2024 Re-Designated as Executive Director
Rahul Shukla November 04, 2024 Appointed as Non-Executive Director
Rekha Shukla November 04, 2024 Re-Designated as Executive Director

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BORROWING POWERS OF OUR BOARD OF DIRECTORS

Our Company has passed a resolution in the Extra Ordinary General Meeting of our Company held on November
04, 2024 whereby consent of the members of our Company was accorded to the Directors of our Company
pursuant to Section 180(1)(c) of the Companies Act, 2013 for borrowing, 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 (apart from temporary loans
obtained from our Company’s bankers in the ordinary course of business) may exceed in the aggregate, the paid-
up capital of our Company and its free reserves and securities premium, provided however, the total amount so
borrowed in excess of the aggregate of the paid-up capital of our Company and its free reserves and securities
premium shall not at any time exceed Rs. 1,00,00,00,000/- (Rupees One Hundreds Crore only).
CORPORATE GOVERNANCE
We have a Board constituted in compliance with the Companies Act, 2013. The Board functions either as a full
Board or through various committees constituted to oversee specific operational areas.
As on date of this Draft Prospectus, as our Company is coming with an offer in terms of Chapter IX of the SEBI
(ICDR) Regulations, 2018, the requirements specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25,
26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI
(Listing Obligations and Disclosures Requirement) Regulations, 2015 are not applicable to our Company,
although we require to comply with requirement of the Companies Act, 2013 wherever applicable.
As on the date of this Draft Prospectus, our Company has six (6) Directors on its Board of whom one (1) is a
Chairman and Managing Director, one (1) is an Executive Director, two (2) are Non- Executive Directors and two
(2) are Non- Executive & Independent Directors.
The following committees have been formed in compliance with the corporate governance norms:
A. Audit Committee
B. Stakeholders Relationship Committee
C. Nomination and Remuneration Committee

A) Audit Committee
Our Company has constituted an Audit Committee, as per the provisions of Section 177 of the Companies
Act, 2013, as amended (“Companies Act”) including the rules framed thereunder vide resolution passed in
the meeting of the Board of Directors held on October 14, 2024. The committee presently comprises the
following three (3) directors.

Composition of Audit Committee

Name of the Director Status Nature of Directorship

Rajesh Srivastava Chairperson Non-Executive & Independent Director
Manoj Kumar Jain Member Non-Executive & Independent Director
Rahul Shukla Member Non-Executive Director

Vani Aggarwal, Company Secretary of the Company acts as the Secretary to the Audit Committee.

Meetings of the Audit Committee and relevant quorum

1. The Audit Committee shall meet at least four times in a year and not more than 120 days shall elapse
between two meetings,
2. The quorum for the Audit Committee shall either be two members or one-third of the members of the
Audit Committee, whichever is greater, with at least two independent directors,

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3. The audit committee at its discretion shall invite the finance director or head of the finance function, head
of internal audit and a representative of the statutory auditor and any other such executives to be present
at the meetings of the committee.

The scope of Audit Committee shall include but shall not be restricted to the following:

• oversight of financial reporting process and the disclosure of financial information relating to Globtier
Infotech Limited (Formerly Known as Globtier Infotech Private Limited) (the “Company”) to ensure
that the financial statements are correct, sufficient and credible;
• recommendation to the board of directors of the Company (the “Board” or “Board of Directors”) for
appointment, re-appointment, replacement, removal, remuneration and terms of appointment of auditors
including the internal auditor, cost auditor and statutory auditor, or any other external auditor of the
Company and the fixation of the audit fee;
• approval of payment to statutory auditors for any other services rendered by the statutory auditors;
• reviewing with the management, the annual financial statements and auditor's report thereon before
submission to the Board for approval, with particular reference to:
a. matters required to be included in the director’s responsibility statement to be included in the
Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
b. changes, if any, in accounting policies and practices and reasons for the same;
c. major accounting entries involving estimates based on the exercise of judgment by management;
d. significant adjustments made in the financial statements arising out of audit findings;
e. compliance with listing and other legal requirements relating to financial statements;
f. disclosure of any related party transactions; and
g. modified opinion(s) in the draft audit report.
• reviewing, with the management, the quarterly, if applicable, the half-yearly and the annual financial
statements before submission to the Board for approval;
• reviewing, with the management, the statement of uses/ application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other
than those stated in the Offer document/ prospectus/ notice and the report submitted by the monitoring
agency monitoring the utilisation of proceeds of a public issue or rights issue or preferential issue or
qualified institutions placement, and making appropriate recommendations to the Board to take up steps
in this matter;
• reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit
process;
• approval of any subsequent modification of transactions of the Company with related parties and
omnibus approval for related party transactions proposed to be entered into by the Company, subject to
the conditions as may be prescribed;
Explanation: The term "related party transactions" shall have the same meaning as provided in Clause
2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the
Companies Act, 2013.
• scrutiny of inter-corporate loans and investments;
• valuation of undertakings or assets of the Company and appointing a registered valuer in terms of
Section 247 of the Companies Act,2013 wherever it is necessary;
• evaluation of internal financial controls and risk management systems;
• reviewing, with the management, performance of statutory and internal auditors, and adequacy of the
internal control systems;
• reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage
and frequency of internal audit;
• discussion with internal auditors of any significant findings and follow-up thereon;

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• 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;
• looking into the reasons for substantial defaults in the payment to depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
• reviewing the functioning of the whistle blower mechanism;
• monitoring the end use of funds through public offers and related matters;
• overseeing the vigil mechanism established by the Company, with the Chairperson of the Audit
Committee directly hearing grievances of victimization of employees and directors, who used vigil
mechanism to report genuine concerns in appropriate and exceptional cases;
• approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other
person heading the finance function or discharging that function) after assessing the qualifications,
experience and background, etc. of the candidate;
• reviewing the utilization of loans and/or advances from/investment by the holding company in the
subsidiary exceeding ₹1,000,000,000 or 10% of the asset size of the subsidiary, whichever is lower
including existing loans/ advances/ investments existing as on the date of coming into force of this
provision; and
• considering and commenting on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders;
• formulating, reviewing and making recommendations to the Board to amend the terms of reference of
Audit Committee from time to time;
• approving the key performance indicators for disclosure in the offer document;
• reviewing compliance with the provisions of the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015, as amended, at least once in a financial year and shall verify that
the systems for internal control under the said regulations are adequate and are operating effectively;
and
• carrying out any other functions required to be carried out by the Audit Committee as may be decided
by the Board and/or as provided under the Companies Act, the SEBI Listing Regulations and/or any
other applicable laws, as and when amended from time to time, or by any regulatory authority and
performing such other functions as may be necessary or appropriate for the performance of its duties.

The Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Management letters / letters of internal control weaknesses issued by the statutory auditors;
3. Internal audit reports relating to internal control weaknesses; and
4. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to
review by the audit committee.
5. Statement of deviations:
a. Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted
to stock exchange(s) in terms of Regulation 32(1).
b. Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).
Provided that for the purpose of this resolution, “monitoring agency” shall mean the monitoring agency
specified in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations and any amendment made to it.
The Audit Committee enjoys following powers:
(1) to investigate any activity within its terms of reference;
(2) to seek information from any employee;

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 (3) to obtain outside legal or other professional advice;
(4) to secure attendance of outsiders with relevant expertise, if it considers necessary as may be
prescribed under the Companies Act, 2013 (together with the rules notified thereunder) and SEBI
Listing Regulations; and
(5) to have full access to information contained in records of Company; and
(6) such other powers as may be prescribed under the Companies Act and the SEBI Listing Regulations
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.
B) Stakeholders Relationship Committee
Our Company has constituted a Stakeholders Relationship Committee to redress the complaints of the
shareholders, as per the provisions of Section 178(5) of the Companies Act, as amended (“Companies Act”)
including the rules framed thereunder vide resolution passed in the meeting of the Board of Directors held on
October 14, 2024. The committee presently comprises the following three (3) directors.

Composition of Stakeholders Relationship Committee

Name of the Director Status Nature of Directorship

Shardul Sangal Chairperson Non-Executive Director
Rajesh Srivastava Member Non-Executive & Independent Director
Rekha Shukla Member Executive Director

Vani Aggarwal, Company Secretary of the Company acts as the Secretary to the Stakeholders Relationship
Committee.

Meetings of the Stakeholders Relationship Committee and relevant quorum

1. The Committee is required to meet at least once a year.

2. The quorum necessary for a meeting shall be two members present.

The scope of Stakeholders Relationship Committee shall include but shall not be restricted to the
following:

• considering and looking into various aspects of interest of shareholders, debenture holders and other
security holders
• resolving the grievances of the security holders of the listed entity 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.;
• formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various
requests received from shareholders from time to time;
• giving effect to allotment of Equity Shares, approval of transfer or transmission of Equity Shares,
debentures or any other securities;
• issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;
• review of measures taken for effective exercise of voting rights by shareholders;
• review of adherence to the service standards adopted by the listed entity in respect of various services
being rendered by the Registrar & Share Transfer Agent;
• approve requests for transposition, deletion, consolidation, sub-division, change of name etc. of shares,
debentures and other securities;
• to dematerialize or rematerialize the issued shares;

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 • review of the various measures and initiatives taken by the listed entity 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
• carrying out any other functions required to be carried out by the Stakeholders’ Relationship Committee
as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from
time to time.

C) Nomination and Remuneration Committee

Our Company has constituted a Nomination and Remuneration Committee, as per the provisions of Section
178 of the Companies Act, as amended (“Companies Act”) including the rules framed thereunder vide
resolution passed in the meeting of the Board of Directors held on October 14, 2024. The committee presently
comprises the following three (3) directors.

Composition of Nomination and Remuneration Committee

Name of the Director Status Nature of Directorship

Rajesh Srivastava Chairperson Non-Executive & Independent Director
Manoj Kumar Jain Member Non-Executive & Independent Director
Shardul Sangal Member Non-Executive Director

Vani Aggarwal, Company Secretary of the Company acts as the Secretary to the Nomination and
Remuneration Committee.

Meetings of the Nomination and Remuneration Committee and relevant quorum

1. The Nomination and Remuneration Committee shall meet as once in a year.

2. The quorum for the meeting shall be two members or one-third of the members of the Nomination and
Remuneration Committee, whichever is greater, with at least one independent director in attendance.

The scope of Nomination and Remuneration Committee shall include but shall not be restricted to the
following:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the board of directors of the Company (the “Board” or “Board of Directors”)
a policy relating to the remuneration of the directors, key managerial personnel and other employees
(“Remuneration Policy”);
• 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:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates.
• 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 and carrying out evaluation of every director’s performance (including independent
director), its committees and individual directors to be carried out either by the Board, by the Nomination
and Remuneration Committee or by an independent external agency and review its implementation and
compliance. The Company shall disclose the remuneration policy and the evaluation criteria in its annual
report;

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 • 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;
• Recommend to the board, all remuneration, in whatever form, payable to senior management;
• The Nomination and Remuneration Committee, while formulating the Remuneration Policy, should
ensure that:
• the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate
directors of the quality required to run the Company successfully;
• relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and
• remuneration to directors, key managerial personnel and senior management involves a balance between
fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the
working of the Company and its goals.
• perform such functions as are required to be performed by the Nomination and Remuneration Committee
under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended, including the following:
(a) administering the employee stock option plans of the Company, as may be required;
(b) determining the eligibility of employees to participate under the employee stock option plans of the
Company;
(c) granting options to eligible employees and determining the date of grant;
(d) determining the number of options to be granted to an employee;
(e) determining the exercise price under the employee stock option plans of the Company; and
(f) construing and interpreting the employee stock option plans of the Company and any agreements
defining the rights and obligations of the Company and eligible employees under the employee stock
option plans of the Company, and prescribing, amending and/or rescinding rules and regulations
relating to the administration of the employee stock option plans of the Company.
• frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as
amended from time to time, including:
(a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
and
(b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices
Relating to the Securities Market) Regulations, 2003, by the trust, the Company and its employees,
as applicable.
• carrying out any other activities as may be delegated by the Board of Directors of the Company functions
required to be carried out by the Nomination and Remuneration Committee as provided under the
Companies Act, 2013, the SEBI Listing Regulations or any other applicable law, as and when amended
from time to time.

ORGANISATIONALSTRUCTURE

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KEY MANAGERIAL PERSONNEL

In addition to Rajiv Shukla, Managing Director of our Company respectively, whose details are provided in “Our
Management – Brief biographies of our Directors” on page 173, the details of our other Key Managerial Personnel
as on the date of this Draft Prospectus are as set forth below:
Sandeep Gupta (Chief Financial Officer)
Sandeep Gupta holds the position of Chief Financial Officer in our Company. He is a Fellow Member of the
Institute of Cost & Works Accountants of India, holds a degree in Bachelor of Commerce (Hons.) from University
of Delhi and has completed NISM Series XXIII: Social Auditors Certification Examination from National Institute
of Securities Market. With over 24 years of experience, he was associated with various companies including Fiitjee
Limited as Assistant Vice President, Motherson Technology Services Limited as Deputy General Manager and
NIIT Limited as General Manager.
Vani Aggarwal (Company Secretary & Compliance Officer)
Vani Aggarwal holds the position of Company Secretary and Compliance Officer in our Company. She is an
Associate Member of the Institute of Company Secretaries of India and holds a Bachelor of Commerce from
University of Delhi. She has over 5 years of experience as a Company Secretary. Prior to her current role, she was
with Bodhi Hotels and Resorts Private limited where she oversaw compliance for the Company. She has
knowledge in the incorporation of companies under the Companies Act, 2013, drafting annual reports, preparing
documents for board and general meetings, and handling various statutory compliance requirements.
In accordance with the SEBI ICDR Regulations, except our Chief Financial Officer and our Company Secretary
and Compliance Officer, who are also our Key Managerial Personnel and whose details have been disclosed
above, there are no other senior management in our Company. The aforementioned Key Managerial Personnel are
also the key managerial personnel of our Company pursuant to Companies Act, 2013.
STATUS OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
All of our Key Managerial Personnel are permanent employees of our company.
REMUNERATION PAID TO KEY MANAGERIAL PERSONNEL
Remuneration paid to Key Managerial Personnel are mentioned below:
(Amount in Rs. Lakhs)
Sr. Name of Key Remuneration for
Designation Reason
No. Managerial Personnel FY 2023-24
Chairman and Managing
1. Rajiv Shukla 51.95 -
Director
Appointed on
2. Sandeep Gupta Chief Financial Officer -
November 20, 2024
Company Secretary & Appointed on
3. Vani Aggarwal -
Compliance Officer September 16, 2024
RELATIONSHIP BETWEEN KEY MANAGERIAL PERSONNEL

Except as mentioned below none of the Directors and Key Managerial Personnel of our Company are related to
each other as per Section 2(77) of the Companies Act, 2013:

Name Designation Relationship

Husband of Rekha Shukla and
Rajiv Shukla Chairman & Managing Director
Father of Rahul Shukla

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ARRANGEMENTS AND UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS,
SUPPLIERS AND OTHERS
As on the date of this Draft Prospectus, there are no arrangements or understanding with major shareholders,
customers, suppliers or any other entity, pursuant to which any of the Key Management Personnel was selected
as a Key Management Personnel.
SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL
As on the date of this Draft Prospectus, Rajiv Shukla holds 7,80,000 Equity Shares of our Company.

RETIREMENT AND TERMINATION BENEFITS

Our Key Managerial Personnel have not entered into any service contracts with our Company which include
termination or retirement benefits. Except statutory benefits upon termination of their employment in our
Company or superannuation, none of the Key Managerial Personnel is entitled to any benefit upon termination of
employment or superannuation.
BONUS OR PROFIT-SHARING PLAN OF THE KEY MANAGERIAL PERSONNEL
Our Company has not entered into any Bonus or Profit Sharing Plan with any of the Key Managerial Personnel.
CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT
None of our Key Managerial Personnel and Senior Management has received or is entitled to any contingent or
deferred compensation accrued for Fiscal 2024.
LOANS TO KEY MANAGERIAL PERSONNEL
No loans and advances have been given to the Key Managerial Personnel as on the date of this Draft Prospectus.
INTEREST OF KEY MANAGERIAL PERSONNEL
The key managerial personnel of our Company do not have any interest in our Company other than to the extent
of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement
of expenses incurred by them during the ordinary course of business and to the extent of Equity Shares held by
them in our Company, if any.
Except as disclosed in this Draft Prospectus, none of our key managerial personnel have been paid any
consideration of any nature from our Company, other than their remuneration.
CHANGES IN KEY MANAGERIAL PERSONNEL DURING LAST THREE (3) YEARS
The changes in the key managerial personnel in the last three years are as follows:
Name of Managerial
Designation Date of Event Reason
Personnel
Rajiv Shukla Chairman & Managing Director July 22, 2024 Re-Designated

Rekha Shukla Whole Time Director July 22, 2024 Re-Designated

Company Secretary &
Vani Aggarwal September 16, 2024 Appointment
Compliance Officer
Rekha Shukla Executive Director November 04, 2024 To comply with law

Sandeep Gupta Chief Financial Officer November 20, 2024 Appointment

Other than the above changes, there have been no changes to the key managerial personnel of our Company that
are not in the normal course of employment.

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ATTRITION OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

As on the date of filing of this Draft Prospectus, the history of attrition rate of our Key Managerial Personnel of
our company is not higher than the industry attrition rate.
EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME TO
EMPLOYEES
Presently, we do not have any ESOP/ESPS Scheme for employees.
PAYMENT OR BENEFIT TO OUR OFFICERS

Except as disclosed in Annexure IX - Related Party Disclosure in the section titled “Restated Consolidated
Financial Statements” on page 197 of this Draft Prospectus, no amount or benefit has been paid or given within
the two preceding years or is intended to be paid or given to any of our officers except the normal remuneration
for services rendered as officers or employees.
FRAUDULENT BORROWERS
Our Directors and Promoters / Promoter Group are not declared as “Fraudulent Borrowers” by the lending banks
or financial institutions or consortium, in terms of RBI master circular dated July 01, 2016.

THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK

190
 OUR PROMOTERS AND PROMOTER GROUP

OUR PROMOTERS

The promoters of our Company as on the date of this Draft Prospectus are:

1. Rajiv Shukla
2. Rekha Shukla
3. Rahul Shukla

As on the date of this Draft Prospectus, our Promoters hold in aggregate 1,12,95,000, Equity shares representing
99.87% of the pre-offer paid-up capital of our Company. For details, please see “Capital Structure –Build-up of
Promoter’s shareholding, Minimum Promoter’s Contribution and lock-in – Build-up of the Equity Shareholding
of our Promoter in our Company” beginning on page 85.

BRIEF PROFILE OF OUR PROMOTERS

1. Rajiv Shukla

Rajiv Shukla, aged 62 Years, is the Founder and one of the

Promoters of our Company. He is acting as the Chairman and
Managing Director w.e.f. July 22, 2024.

Qualification: Bachelor of Science

Age: 62 Years

Experience: 20 years

Directorship:

● BOTGO Technologies Private Limited

● Virtue E Varsity Private Limited

Membership:

● Globtier USA, LLC

Date of Birth: August 12, 1962

Permanent Account Number: AGYPS6588H

Address: Flat Number 220, Manhatan 10, Mahagun Moderne,

Sector 78, Gautam Buddha Nagar, Noida, Uttar Pradesh – 201301

As on date of this Draft Prospectus, Rajiv Shukla holds 7,80,000

Equity Shares, representing 6.90% of the pre-offer, subscribed and
paid-up equity share capital of our Company.

For further details see the chapter titled “Our Management” on page
173.

191
2. Rekha Shukla
Rekha Shukla, aged 56 Years, is the Founder and one of the
Promoters of our Company. She is acting as an Executive Director
w.e.f. November 04, 2024.

Educational Qualification: Bachelor of Arts

Age: 56 Years

Experience: 12 years of experience in the Information Technology

Industry

Directorship: BOTGO Technologies Private Limited

Date of Birth: October 02, 1968

Permanent Account Number: AGQPS5953E

Address: Flat Number 220, Manhatan 10, Mahagun Moderne,

Sector 78, Gautam Buddha Nagar, Noida, Uttar Pradesh – 201301

As on date of this Draft Prospectus, Rekha Shukla holds 1,05,15,000

Equity Shares, representing 92.97% of the pre-offer, subscribed and
paid-up equity share capital of our Company.

For further details see the chapter titled “Our Management” on page
173.

3. Rahul Shukla
Rahul Shukla, aged 32 Years, is one of the Promoter of our
Company. He is acting as a Non-Executive Director w.e.f.
November 04, 2024.

Qualification: Master of Laws

Age: 32 years

Experience: Over 7 years

Directorship: BOTGO Technologies Private Limited

Date of Birth: October 28, 1992

Permanent Account Number: EGEPS1998M

Address: 1015, Eternia, Mahagun Mezzaria, Sector 78, Noida,

Gautam Buddha Nagar, Uttar Pradesh, 201301

As of the date of this Draft Prospectus, Rahul Shukla does not hold
Equity Shares of the pre-offer, subscribed and paid-up equity share
capital of our Company.

For further details see the chapter titled “Our Management” on page
173.

192
DECLARATION BY OUR PROMOTER
Our Company confirms that the Permanent Account Number, Bank Account Number, Passport Number, Aadhaar
Number and Driving License Number of our Individual Promoters shall be submitted to the Stock Exchange at
the time of filing of this Draft Prospectus.
CHANGE IN THE MANAGEMENT AND CONTROL OF OUR COMPANY
Rajiv Shukla and Rekha Shukla are the original Promoters of our Company. Pursuant to Regulation 2(oo) of the
SEBI ICDR Regulations and resolution passed in the meeting of the Board of Directors held on December 10,
2024, Rahul Shukla has been included as Promoters, owing to their control over the affairs of our Company
directly as a director and with whose advice, directions and instructions the Board of Directors of our Company
is accustomed to act. For further details, please refer to “Capital Structure- Details of Build-up of our Promoter’s
shareholding” on page 85 of this Draft Prospectus.
PROMOTER’S EXPERIENCE IN THE BUSINESS OF OUR COMPANY
Our Promoters have experience in the line of business, including current line of business, of our Company. For
details in relation to experience of promoters in the business of our Company, please refer to the chapter titled
“Our Management” on page 173.
COMMON PURSUITS OF OUR PROMOTER GROUP

All our Group Companies have objects similar to that of our Company’s business. Currently, we do not have any
non-compete agreement/arrangement with any of our Group Companies. Such a conflict of interest may have an
adverse effect on our business and growth. We shall adopt the necessary procedures and practices as permitted by
law to address any conflict situations, as and when they may arise.
INTEREST OF THE PROMOTER

Interest in the promotion of Our Company

Our Promoters may be deemed to be interested in the promotion of the Issuer to the extent of the Equity Shares
held by them as well as their relatives and to the extent of any dividend payable to them and other distributions in
respect of the aforesaid Equity Shares. Further, our Promoters may also be interested to the extent of Equity Shares
held by or that may be subscribed by and allotted to companies in which either of them are interested as a director,
member or partner. For further details of the shareholding of our Promoters in our Company, see “Capital
Structure - Build-up of the Promoters’ shareholding in our Company” on page 85.

Additionally, our Promoters may be interested in transactions entered into by our Company with other entities (i)
in which our Promoters hold shares, or (ii) controlled by our Promoters. For further details of interest of our
Promoters in our Company, see “Restated Consolidated Financial Statements” – Annexure IX - “Related Party
Transactions” beginning on page 197.

Our Promoters may also be deemed to be interested to the extent of the remuneration, benefits and reimbursement
of expenses payable to them as Directors on our Board. For further details, see “Our Management” on page 173.
Except Rajiv Shukla, Rekha Shukla and Rahul Shukla who are the Promoters of our Company and Globtier USA,
LLC and BOTGO Technologies Private Limited, Subsidiaries of our Company, none of our other Directors or
Group Companies have any interest in the promotion of our Company.

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

193
Interest of Promoters in the Property, land, construction of building and supply of machinery

Except as stated in the section “Our Business” and “Financial Information”, beginning on page 137 and 197,
respectively, our Promoters are not interested in the properties acquired by our Company within the preceding
three years from the date of this Draft Prospectus or proposed to be acquired by it, or in any transaction by our
Company with respect to the acquisition of land, construction of building or supply of machinery, other than in
the normal course of business.

Interest as Member of our Company

As on the date of this Draft Prospectus, our Promoters hold 1,12,95,000 Equity Shares of our Company and is
therefore interested to the extent of his shareholding and the dividend declared, if any, by our Company. Except
to the extent of shareholding of the Promoters in our Company, our Promoters do not hold any other interest in
our Company.

Payment Amounts or Benefit to Our Promoters during the Last Two Years

No payment has been made or benefit given to our Promoters in the two years preceding the date of this Draft
Prospectus except as mentioned / referred to in this chapter and in the section titled ‘Our Management’, ‘Restated
Consolidated Financial Statements’ and ‘Capital Structure’ on pages 173, 197 and 85 respectively of this Draft
Prospectus. Further as on the date of this Draft Prospectus, there is no bonus or profit sharing plan for our
Promoters.

MATERIAL GUARANTEE GIVEN BY OUR PROMOTERS TO THIRD PARTIES WITH RESPECT TO

EQUITY SHARES

None of our Promoters have given material guarantees to the third party(ies) with respect to the specified securities
of the Company. For further information, please refer to the details under the heading “Capital Structure –
Shareholding Pattern of Our Promoters” on page 85.

COMPANIES OR FIRMS WITH WHICH OUR PROMOTERS HAVE DISASSOCIATED IN THE LAST
THREE YEAR

Our Promoters have not disassociated themselves from any firms or companies during the three years immediately
preceding the date of filing this Draft Prospectus.

RELATED PARTY TRANSACTIONS

Except as disclosed in the “Restated Consolidated Financial Statements - Related Party Transactions” beginning
on page 197 of this Draft Prospectus, our Company has not entered into any related party transactions with our
Promoters.

INFORMATION OF OUR GROUP COMPANIES

For details related to our Group Companies please refer to the section “Our Group Companies” on page 171 of
this Draft Prospectus.

OUR PROMOTER GROUP

In addition to our Promoters, the following individuals, companies, partnerships and HUFs, etc. form part of our
Promoters Group in terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations:

194
A. Natural Persons forming are Part of the Promoters Group
The following individuals form part of our Promoters Group:
Relationship Rajiv Shukla Rekha Shukla Rahul Shukla
Father Late Shri Onkar Prasad Shukla Rajbal Singh Tyagi Rajiv Shukla
Mother Late Smt. Shashikala Shukla Mantesh Tyagi Rekha Shukla
Spouse Rekha Shukla Rajiv Shukla -
Brother Sanjiv Shukla Yogesh Tyagi -
Jyoti Agnihotri - Sanskriti Shukla
Sister Purnima Bhardwaj
Mukti Pande
Rahul Shukla Rahul Shukla -
Children
Sanskriti Shukla Sanskriti Shukla
Spouse Father Rajbal Singh Tyagi Late Shri Onkar Prasad Shukla -
Spouse Mother Mantesh Tyagi Late Smt. Shashikala Shukla -
Spouse Brother Yogesh Tyagi Sanjiv Shukla -
- Jyoti Agnihotri -
Spouse Sister Purnima Bhardwaj
Mukti Pande
B. Entities forming part of our Promoter Group are as follows:
The following Companies/ JV/ Trusts/ Partnership firms/HUFs or Sole Proprietorships are forming part of our
Promoter Group.
Particulars Entity
• Virtue E Varsity Private Limited
Any body corporate in which 20% or more of the share
• True Life Healthcare India LLP (Under
capital is held by the promoters or an immediate relative of
process of Strike Off)
the promoters or a firm or HUF in which the promoters or
• M/s Shivam Agencies
any one or more of his immediate relative is a member.
• Piyush Bhardwaj HUF
Any company in which a company (mentioned above) holds
-
20% of the total holding
Any HUF or firm in which the aggregate share of the
promoters and his relatives is equal to or more than 20% of -
the total holding

CONFIRMATIONS AND UNDERTAKINGS

There is no outstanding litigation against our Promoters except as disclosed in the chapter titled “Risk Factors”
and “Outstanding Litigation and Material Developments” beginning on page 34 and 263 respectively.

Our Promoters and the members of our Promoters Group have confirmed that they have not been identified as
wilful defaulters or a fraudulent borrower by the RBI or any other governmental authority.

Our Promoters has not been declared as fugitive economic offenders under the provisions of Section 12 of the
Fugitive Economic Offenders Act, 2018.

None of (i) our Promoters and members of our Promoters 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 Promoters are or were
associated as a promoters, 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.

195
 DIVIDEND POLICY

Our Company has adopted a Dividend Distribution Policy (“Dividend Policy”) pursuant to a resolution of our
Board dated October 14, 2024. The declaration and payment of dividends on our Equity Shares, if any, will be
recommended by our Board and approved by our Shareholders, at their discretion, in terms of the Dividend Policy
and subject to the provisions of the Articles of Association and other applicable law, including the Companies Act,
2013 read with the rules notified thereunder, each as amended. The Articles of Association of our Company also
give the discretion to our Board of Directors to declare and pay interim dividends. 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 dividend
in the foreseeable future. In accordance with the Dividend Policy, our Board shall consider inter alia the following
financial and internal parameters before declaring dividend: (i) distributable surplus available as per the
Companies Act and SEBI Listing Regulations; (ii) Profits earned during the financial year; (iii) Retained Earnings;
(iv) Earnings outlook for next three to five years; (v) Expected future capital / liquidity requirements; and (vi)
Any other relevant factors and material events;.
Our Company has not declared or paid any dividends on the Equity Shares during the last three Fiscals, and for
the period from April 01, 2024 until the date of this Draft Prospectus.

THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK

196
 SECTION VI – FINANCIAL INFORMATION

RESTATED CONSOLIDATED FINANCIAL STATEMENTS

Independent Auditor’s Examination report on Restated Consolidated Financial Information of

GLOBTIER INFOTECH LIMITED
(Formerly known as Globtier Infotech Private Limited)

To,
The Board of Directors
Globtier Infotech Limited
B-67, 3Rd Floor, Sector 67,
Gautam Buddha Nagar, Noida,
Uttar Pradesh, India, 201301

We have examined the attached restated consolidated financial information of “Globtier Infotech Limited”
(hereinafter referred to as “the Company” or “the Holding Company” or “the Issuer”), its subsidiary (the
Company, its subsidiary together referred to as the “Group”) comprising the restated consolidated statement of
assets and liabilities as at 30 September 2024, 31 March 2024, 31 March 2023 and 31 March 2022, restated
consolidated statement of Profit and Loss and restated consolidated statement of cash flow for the period ended
on 30 September 2024 and financial year ended 31 March 2024, 31 March 2023 and 31 March 2022 and the
summary statement of accounting policies and other explanatory information (collectively referred to as the
Restated Consolidated Financial Information” or “Restated Consolidated Financial Statements”) annexed
to this report and initiated by us for identification purposes. These Restated Consolidated Financial Statements
have been prepared by the management of the Company and approved by the board of directors at their meeting
in connection with the proposed Initial Public Offering on BSE SME Platform (“IPO” or “SME IPO”) of BSE
Limited (“BSE”) of the company.

1. These restated summary statements have been prepared in accordance with the requirements of:

(i) Section 26 of Part – I of Chapter III of Companies Act, 2013 (the “Act”) read with Companies
(Prospectus and Allotment of Securities) Rules 2014;

(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations 2018 (“ICDR Regulations”) and related amendments/ clarifications from time to
time issued by the Securities and Exchange Board of India (“SEBI”);

(iii) The Guidance Note on Reports in Company Prospectuses (Revised2019) issued by the Institute
of Chartered Accountants of India (“Guidance Note”)

2. The Company’s Board of Directors is responsible for the preparation of the Restated Consolidated
Financial Statements for inclusion in the Draft Prospectus to be filed with Securities and Exchange Board
of India (“SEBI”), SME platform of BSE Limited (“BSE”) and Registrar of Companies Kanpur (U.P.) in
connection with the proposed IPO. The Restated Consolidated Financial Statements have been prepared
by the management of the Company on the basis of preparation stated in Annexure IV to the Restated
Consolidated Financial Statements. The responsibility of the board of directors of the Company includes
designing, implementing and maintaining adequate internal control relevant to the preparation and
presentation of the Restated Consolidated Financial Statements. The Board of Directors is also responsible
for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance
Note.

197
3. We have examined such Restated Consolidated Financial Statements taking in to consideration:

(i) The terms of reference and terms of our engagement agreed upon with you in accordance with
our engagement letter dated April 05, 2024, in connection with the proposed SME IPO; and

(ii) The Guidance Note also requires that we comply with the ethical requirements of the Code of
Ethics issued by the ICAI;

(iii) Concepts of test checks and materiality to obtain reasonable assurance based on verification of
evidence supporting the Restated Consolidated Financial Statements;

(iv) 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.

4. The Restated Consolidated Financial Statements of the Company have been compiled by the management
from:

(i) The audit for the period ended 30 September 2024 and financial year ended 31 March 2024 has
been conducted by us and the audit for the financial year 31 March 2023 and 31 March 2022
was conducted by Panwar & Associates Chartered Accountants Statutory Auditors. There are
no material audit qualifications in the audit reports issued by the statutory auditors for the period
ended 30 September 2024 and financial year ended on 31 March 2024, 31 March 2023 and 31
March 2022 and tax auditors for the financial year ended on 31 March 2024, 31 March 2023 and
31 March 2022, which would require adjustments in the Restated Consolidated Financial
Statements of the Company. The financial report included for these years is based solely on the
report submitted by them.

(ii) We have Re-audited the Financial statements of the company in accordance with applicable
standard as required under the SEBI ICDR regulations for the period ended on 30 September
2024 and financial year ended 31 March 2024, 31 March 2023 and 31 March 2022 prepared in
accordance with the Accounting Standards (Indian GAAP) which have been approved by the
Board of Directors.

(iii) Based on our examination and according to information and explanations given to us, we are of
the opinion that the Restated Consolidated Financial Statements:

a) have been prepared after incorporating adjustments for the changes in accounting
policies, material errors and regrouping/ reclassifications retrospectively for the period
ended on 30 September 2024 and financial year ended 31 March 2024, 31 March 2023
and 31 March 2022.

b) do not require any adjustment for modification as there is no modification in the

underlying audit reports;

c) there are no extra-ordinary items that need to be disclosed separately in the accounts
and requiring adjustments.

d) have been prepared in accordance with the Act, ICDR Regulations and Guidance Note.

e) Adequate disclosure has been made in the financial statements as required to be made
by the issuer as per schedule III of the Companies Act, 2013.

198
 f) The accounting standards prescribed under the Companies act, 2013 have been
followed.

g) The financial statements present a true and fair view of the company’s accounts.

(iv) In accordance with the requirements of the Act including the rules made there under, ICDR
Regulations, Guidance Note and engagement letter, we report that:

a) The “Restated Consolidated Summary Statement of Assets and Liabilities” as set

out in Annexure I to this report, 30 September 2024, 31 March 2024, 31 March 2023
and 31 March 2022 are 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 Material Accounting Policies and Notes to Accounts as set out in Annexure IV & V
to this Report.

b) The “Restated Consolidated Summary Statement of Profit and Loss” as set out in
Annexure II to this report, of the Company for the period ended on 30 September 2024
and financial year ended 31 March 2024, 31 March 2023 and 31 March 2022 are
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 Material Accounting
Policies and Notes to Accounts as set out in Annexure IV & V to this Report.

c) The “Restated Consolidated Summary Statement of Cash Flow” as set out in

Annexure III to this report, of the Company for the period ended on 30 September
2024 and financial year ended 31 March 2024, 31 March 2023 and 31 March 2022 are
prepared by the Company and approved by the Board of Directors. These Restated
Summary Statement of Cash Flow 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 Material Accounting Policies and Notes
to Accounts as set out in Annexure IV & V to this Report.

(v) 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 period ended on 30 September 2024 and
financial year ended 31 March 2024, 31 March 2023 and 31 March 2022 proposed to be
included in the Draft Prospectus (“Offer Document”).

Annexure No. Particulars

I Restated Consolidated Statement of Assets & Liabilities
I.1 Restated Statement of Share Capital
I.2 Restated Statement of Reserves & Surpluses
I.3 Restated Statement of Borrowings
I.4 Restated Statement of Deferred Tax Liabilities/Assets
I.5 Restated Statement of Long-Term Provisions
I.6 Restated Statement of Trade Payable

199
 I.7 Restated Statement of Other Current Liabilities
I.8 Restated Statement of Short-Term Provisions
Restated Statement of Property, Plant and Equipment and Intangible
I.9
Assets
I.10 Restated Statement of Long-Term Loans and Advances
I.11 Restated Statement of Other Non - current Assets
I.12 Restated Statement of Trade Receivable
I.13 Restated Statement of Cash & Cash Equivalent
I.14 Restated Statement of Short-Term Loans and Advances
I.15 Restated Statement of Other Current Assets
II Restated Consolidated Statement of Profit & Loss
II.1 Restated Statement of Revenue from operations
II.2 Restated Statement of Other Income
II.3 Restated Statement of Employees Benefit Expenses
II.4 Restated Statement of Other Expenses
II.5 Restated Statement of Depreciation of Assets
II.6 Restated Statement of Financial Charges
II.7 Restated Statement of Provision for taxation
Other Annexures:
III Consolidated Statement of Cash Flow, As Restated
IV Statement of Material Accounting Policies
V Notes to the Re-stated Financial Statements
VI Consolidated Statement of Accounting & Other Ratios, As Restated
VII Consolidated Statement of Capitalization, As Restated
VIII Consolidated Statement of Tax Shelter, As Restated
IX Consolidated Statement of Related Parties & Transactions
X Statement of Dividends
XI Changes in the Material Accounting Policies
XII Contingent Liabilities

(vi) We did not audit the standalone financials of Globtier USA LLC (subsidiary company). As no
financial transactions occurred till 30 September, 2024, the consolidated financial information
has been prepared based on the operating agreement of Globtier USA, LLC executed on 09
August, 2023. Accordingly, total assets, total revenue and net cash inflow have been considered
nil in the consolidated financial information. In absence of financial transactions, the
management has not prepared financial statement of the subsidiary. Our opinion on the Restated
Consolidated Financial Statements is not modified in respect of the above matters.

(vii) We, Sri Prakash & CO, 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.

(viii) This report should not in any way be construed as a reissuance 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 herein.

(ix) We have no responsibility to update our report for events and circumstances occurring after the
date of the report.

200
 (x) Our report is intended solely for use of the Board of Directors for inclusion in the Offer
Document in connection with the proposed IPO. Our report should not be used, referred to, or
distributed for any other purpose except with our prior consent in writing. Accordingly, we do
not accept or assume any liability or any duty of care for any other purpose or to any other person
to whom this report is shown or into whose hands it may come without our prior consent in
writing.

For Sri Prakash & CO.,

Chartered Accountants,
Firm Registration No: 002058C

Sd/-
Kanupriya Bathla
Partner
Membership No: 539219
UDIN: 25539219BMKHTK4933
Date: 21st December 2024
Place: New Delhi

201
 GLOBTIER INFOTECH LIMITED
(Formerly known as Globtier Infotech Private Limited)
CIN: U72900UP2012PLC142156
ANNEXURE - I
CONSOLIDATED STATEMENT OF ASSETS & LIABILITIES, AS RESTATED (All amounts in ₹ lacs, unless otherwise stated)
As at As at As at As at
Particulars Annexure No.
30 September 2024 31 March 2024 31 March 2023 31 March 2022
Equity & Liabilities
1. Shareholders Fund
a) Share Capital I.1 377.00 377.00 377.00 377.00
b) Reserves and Surplus I.2 1,350.54 1,078.89 705.30 370.28
Total Shareholder's Fund 1,727.54 1,455.89 1,082.30 747.28

2. Non-Current Liabilities
a) Long Term Borrowings I.3 199.28 154.43 190.19 275.46
b) Deferred Tax Liability - - - -
c) Other Non-Current Liabilities - - - -
d) Long Term Provisions I.5 39.35 34.51 76.84 24.75
Total Non-Current Liabilities 238.63 188.94 267.03 300.21

3. Current Liabilities
a) Short Term Borrowings I.3 1,232.40 1,105.72 615.53 784.21
b) Trade Payables I.6
i. total outstanding dues of micro enterprises and small enterprises
94.38 - - -

ii. total outstanding dues other than micro and small enterprises 422.60 734.71 620.79 598.66

c) Other Current Liabilities I.7 599.27 660.62 557.54 672.45

d) Short Term Provisions I.8 259.61 168.06 158.16 101.74
Total Current Liabilities 2,608.26 2,669.11 1,952.02 2,157.06

Total Equity & Liability 4,574.43 4,313.94 3,301.35 3,204.55

4. Non-Current Assets
a) Property, Plant and Equipment and Intangible Assets I.9
- Property, Plant and Equipment 147.69 150.00 123.23 75.34
- Intangible Assets 425.21 507.14 15.97 10.15
- Work-In-Progress - - 399.76 -
Total 572.90 657.14 538.96 85.49
b) Non- current Investment - - - -
c) Deferred Tax Assets (Net) I.4 23.18 21.39 46.16 26.98
d) Long Term Loans and Advances I.10 200.00 200.00 200.00 110.00
e) Other Non - current Assets I.11 1.28 1.24 1.00 1.00
Total Non-Current Assets 797.36 879.77 786.12 223.47

5. Current assets
a) Current Investments - - - -
b) Inventories - - - -
c) Trade Receivables I.12 2,526.58 2,313.59 1,994.53 1,657.19
d) Cash and Cash Equivalents balances I.13 105.98 253.29 143.08 487.89
e) Short Term Loans and advances I.14 - 5.00 - -
f) Other Current Assets I.15 1,144.51 862.29 377.62 836.00
Total Current Assets 3,777.07 3,434.17 2,515.23 2,981.08
Total Assets 4,574.43 4,313.94 3,301.35 3,204.55
Note: The above statement should be read with the material accounting policies and notes on financial statements appearing in annexure IV & V
respectively.

For Sri Prakash & CO. For and Behalf of Board

Chartered Accountants Globtier Infotech Limited
Firm Reg. No: 002058C
Sd/- Sd/- Sd/-
Rajiv Shukla Rekha Shukla
Kanupriya Bathla Managing Director Whole Time Director
Partner DIN: 02653008 DIN: 02656755
Membership No: 539219
Place: Noida Sd/- Sd/-
Date: December 21, 2024 Vani Aggarwal Sandeep Gupta
Company Secretary Chief Financial Officer
M.No. A-51509 PAN: AASPG4779J

202
GLOBTIER INFOTECH LIMITED
(Formerly known as Globtier Infotech Private Limited)
CIN: U72900UP2012PLC142156
ANNEXURE - II
CONSOLIDATED STATEMENT OF PROFIT & LOSS, AS RESTATED (All amounts in ₹ lacs, unless otherwise stated)
Annexure For the period For the year ended For the year ended For the year ended
Particulars ended
No.
30 September 2024 31 March 2024 31 March 2023 31 March 2022
I. Revenue from Operations II.1 4,128.12 8,817.59 8,624.49 6,890.99
II. Other Income II.2 0.04 8.93 37.00 15.82
III. Total Income (I+II) 4,128.16 8,826.52 8,661.49 6,906.81

IV Expenditure
(a) Employee Benefit Expenses II.3 2,322.72 4,903.97 4,302.89 4,036.21
(b) Other Expenses II.4 1,224.46 3,157.68 3,650.85 2,469.80
V. Total Expenses 3,547.18 8,061.65 7,953.74 6,506.01

VI. Profit Before Interest, Depreciation and Tax 580.98 764.87 707.75 400.80
VII. Depreciation and amortization expense II.5 118.17 85.35 95.77 49.48
VIII Profit Before Interest and Tax (VI-VII) 462.81 679.52 611.98 351.32
IX Financial Charges II.6 99.90 161.21 155.30 159.44
X Profit Before Exceptional and Extraordinary
362.91 518.31 456.68 191.88
Items and Taxes (VIII-IX)

XI Exceptional items - prior period items - - - -

XII Profit Before Extraordinary Items and Taxes
(X-XI) 362.91 518.31 456.68 191.88

XIII Extraordinary Items - - - -

XIV Share in Profit/(loss) of associates - - - -
XV Profit Before Tax (XII-XIII+XIV) 362.91 518.31 456.68 191.88
XV Tax Expenses II.7
Current tax 93.05 119.70 140.84 75.54
Current tax for earlier year - 0.25 - -
Deferred tax charge/ (benefit) (1.79) 24.77 (19.18) (2.44)
Total tax Expenses 91.26 144.72 121.66 73.10
Net Profit/(Loss) for the Year (XIV-XV) 271.65 373.59 335.02 118.78
Basic and Diluted Equity Per Share 7.21 9.91 8.89 3.15

Note: The above statement should be read with the material accounting policies and notes on financial statements appearing in annexure IV & V
respectively.

For Sri Prakash & CO. For and Behalf of Board

Chartered Accountants Globtier Infotech Limited
Firm Reg. No: 002058C
Sd/- Sd/- Sd/-
Rajiv Shukla Rekha Shukla
Kanupriya Bathla Managing Director Whole Time Director
Partner DIN: 02653008 DIN: 02656755
Membership No: 539219
Place: Noida Sd/- Sd/-
Date: December 21, 2024 Vani Aggarwal Sandeep Gupta
Company Secretary Chief Financial Officer
M.No. A-51509 PAN: AASPG4779J

203
GLOBTIER INFOTECH LIMITED
(Formerly known as Globtier Infotech Private Limited)
CIN: U72900UP2012PLC142156
ANNEXURE - III
CONSOLIDATED STATEMENT OF CASH FLOW, AS RESTATED (All amounts in ₹ lacs, unless otherwise stated)
For the period ended For the year ended For the year ended For the year ended
PARTICULARS
30 September 2024 31 March 2024 31 March 2023 31 March 2022
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit Before Tax as per Profit & Loss A/c 362.91 518.31 456.68 191.88
Adjusted for :
a. Depreciation 118.17 85.35 95.77 49.48
b. Interest Expenses & Finance Cost 99.90 161.21 155.30 159.44
c. Unrealised foreign currency (gain)/loss - 3.74 14.84 3.61
d. Interest Income (0.04) (5.19) (21.07) (11.86)

Operating profit before working capital changes 580.94 763.42 701.52 392.55
Adjusted for :
a. Decrease / ( Increase ) in Trade Receivable (212.99) (322.80) (352.19) (547.92)
b. Decrease / ( Increase ) in Long Term Loans and Advances - - (90.00) (100.08)
c. Decrease / ( Increase ) in Other Non Current Assets (0.04) (0.24) - (1.00)
d. Decrease / ( Increase ) in Short Term Loans and Advances 5.00 (5.00) - -
e. Decrease / ( Increase ) in Other Assets (475.33) (686.62) 634.23 (799.29)
f. Increase / ( Decrease ) in Trade Payables (217.73) 113.92 22.13 245.34
g. Increase / (Decrease) in Short Term Provisions (1.51) 31.04 (8.88) 26.20
h. Increase / (Decrease) in Long Term Provisions 4.84 (42.33) 52.10 24.75
i. Increase / ( Decrease ) in Other current Liabilities (61.36) 103.09 (114.94) 336.49
Cash generated from operations -
Net Income Tax (Paid)/Refund 193.11 60.86 (251.39) 379.69
Net Cash Generated/(Used) From Operating Activities (A) (185.06) 15.34 592.58 (43.27)

B. CASH FLOW FROM INVESTING ACTIVITES

a. (Purchase) Sale of Fixed Assets including capital advance (33.92) (203.54) (549.21) (56.91)
b. Interest & Other Income 0.04 5.19 21.07 11.86
Net Cash Generated/(Used) From Investing Activities (B) (33.88) (198.35) (528.14) (45.05)

C. CASH FLOW FROM FINANCING ACTIVITES

a. Interest & Finance Cost (99.90) (161.21) (155.30) (159.44)
b. ( Repayments ) / proceeds of long term borrowings 44.85 (35.76) (85.27) 31.75
c. ( Repayments ) / proceeds of short term borrowings 126.68 490.19 (168.68) 590.47
Net Cash Generated/(Used) From Financing Activities (C) 71.63 293.22 (409.25) 462.78

Net Increase / ( Decrease ) in cash and cash equivalents (A+B+C) (147.32) 110.21 (344.81) 374.46
Cash and cash equivalents at the beginning of the year 253.29 143.08 487.89 113.43
Cash and cash equivalents at the end of the year 105.98 253.29 143.08 487.89

Notes:
1. The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard -3 'Cash Flow Statement'. Previous year's
figures have been regrouped / rearranged / recasted wherever necessary to make them comparable with those of current year.
2. The above statement should be read with the material accounting policies and notes on financial statements appearing in Annexure IV & V respectively.

For Sri Prakash & CO. For and Behalf of Board

Chartered Accountants Globtier Infotech Limited
Firm Reg. No: 002058C
Sd/- Sd/- Sd/-
Rajiv Shukla Rekha Shukla
Kanupriya Bathla Managing Director Whole Time Director
Partner DIN: 02653008 DIN: 02656755
Membership No: 539219
Place: Noida Sd/- Sd/-
Date: December 21, 2024 Vani Aggarwal Sandeep Gupta
Company Secretary Chief Financial Officer
M.No. A-51509 PAN: AASPG4779J

204
GLOBTIER INFOTECH LIMITED
(Formerly Known as Globtier Infotech Private Limited)
CIN: U72900UP2012PLC142156
CONSOLIDATED STATEMENT OF ASSETS & LIABILITIES, AS RESTATED ANNEXURE-IV
(All amounts in ₹ lacs, unless otherwise stated)

1. Background
GLOBTIER INFOTECH LIMITED (‘the Company’) is a Company limited by shares domiciled in India, with its
registered office situated at B-67, 3Rd Floor, Sector 67, Gautam Buddha Nagar, Noida, Uttar Pradesh, India,
201301. The Company has been incorporated under Companies Act, 1956 (substituted by Companies Act 2013)
on 31 March 2012 (U72900UP2012PLC142156). The core business of the business of buying selling computer
time, computer and act as advisor and consultants in respects of all matters relating to computer hardware software
computer aided programs.

The consolidated financial statements as at 30 September 2024 present the financial position of the group as well
as its associate companies. The list of Associate, which are included in the consolidation and the Company’s
holding therein are as under:

Name of the Entity Country of Incorporation Percentage of Voting

Subsidiary Entity
Globtier USA, LLC USA 99%

2. Summary of Material accounting policies

i. Basis of Preparation

The Restated Consolidated Financial Statements for the period ended 30 September 2024 and financial year 2023-
24 have been prepared considering the operating agreement for Globtier USA LLC (Subsidiary since 09 August,
2023). As no financial transaction occurred till 30 September 2024. The financial statements of the subsidiary
company have not been prepared. Figures pertaining to the Financial Years 2022-23 and 2021-22 have been
prepared on standalone basis as there were no subsidiaries or associated enterprises during respective financial
years.

These consolidated financial statements have been prepared to comply with the Generally Accepted Accounting
Principles in India (Indian GAAP), including the Accounting Standards notified under Section 133 of the
Companies Act, 2013 read together with paragraph 7 of the companies (Accounts) rules 2014 and companies
(accounting standards) Rules, 2021 (as amended from time to time). The consolidated financial statements are
prepared on accrual basis under the historical cost convention. The financial statements are presented in Indian
rupees and rounded off to the nearest lacs.

All assets and liabilities have been classified as current and non-current as per normal operating cycle of the
Company and other criteria set out in the Schedule III of the Companies Act, 2013

ii. Use of estimates

The preparation of financial statements requires the management to make judgments, estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure of contingent liabilities,
at the end of the reporting period. Although, these estimates are based on the management’s best knowledge of
current events and actions, uncertainty about these assumptions and estimates could result in the outcomes
requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

iii. Property, Plant and Equipment and Intangible assets

Property, plant and equipment

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Property, plant and equipment is stated at acquisition cost net of accumulated depreciation and accumulated
impairment losses, if any. Cost of acquisition or construction of property, plant and equipment comprises its
purchase price including import duties and non-refundable purchase taxes after deducting trade discounts, rebates
and any directly attributable cost of bringing the item to its working condition for its Intended use.

a. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the
Company and the cost of the item can be measured reliably. All other repairs and maintenance cost are
charged to the consolidated statement of profit and loss during the period in which they are incurred.

b. Gains or losses that arise on disposal or retirement of an asset are measured as the difference between net
disposal proceeds and the carrying value of property, plant and equipment and are recognized in the
statement of profit and loss when the same in derecognized.

iv. Depreciation on property, plant and equipment

Depreciation is calculated on pro rata basis on written down value method based on estimated useful life
prescribed in Schedule II of the Companies Act, 2013. Free hold land is not depreciated.

Particulars Useful life in years

Plant and machinery 15
Vehicle 15
Furniture and fixture 10
Office equipment's 5
Computer 3
Intangible assets 3

The Company has adopted Schedule II to the Companies Act, 2013 which requires identification and
determination of separate useful life for each major component of the property, plant and equipment, if they
have useful life that is materially different from that of the remaining asset. (Component Accounting)

Depreciation on addition to tangible assets is provided on pro-rata basis from the date the assets are ready for
intended use. Depreciation on sale/discard from tangible assets is provided for upto the date of sale, deduction
or discard of tangible assets as the case may be.

v. Impairment of Assets

The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment
based on internal/external factors. An impairment loss is recognised wherever the carrying amount of an asset
exceeds its recoverable amount. The recoverable amount is the greater of the assets’ net selling price and
value in use. In assessing value in use, the estimated future cash flows are discounted to their present value
at the weighted average cost of capital.

After impairment, depreciation/amortization is provided on the revised carrying amount of the asset over its
remaining useful life.

vi. Revenue recognition

Unbilled Revenue:
Relevant extracts from the Accounting Standard - 9 relating to the revenue recognition in case of rendering of
services have been enumerated below: -

Revenue Recognition for service rendered;

Revenue from service transactions is usually recognized as the service is performed, either by the proportionate
completion method or by the completed service contract method.

206
1. Proportionate completion method: Performance consists of the execution of more than one act. Revenue
is recognized proportionately by reference to the performance of each act. The revenue recognized under
this method would be determined on the basis of contract value, associated costs, number of acts or other
suitable basis. For practical purposes, when services are provided by an indeterminate number of acts over
a specific period of time, revenue is recognized on a straight line basis over the specific period unless there
is evidence that some other method better represents the pattern of performance.
2. Completed service contract method: Performance consists of the execution of a single act. Alternatively,
services are performed in more than a single act, and the services yet to be performed are so significant in
relation to the transaction taken as a whole that performance cannot be deemed to have been completed
until the execution of those acts. The completed service contract method is relevant to these patterns of
performance and accordingly revenue is recognized when the sole or final act takes place and the service
becomes chargeable.
As it has been clear from the above extracts of Accounting Standard-9, that once the service has been completed
or partial completed (in case of partial completion method), the revenue should be recognized in the books of
accounts in spite of the fact that the invoice for the service has been issued or not.

vii. Investment

Non-Current Investment
Non-current investments are investments intended to be held for a period of more than a year. Non-current
investments are carried individually at cost less provision for diminution, other than temporary, in the value of
such investments.

Current Investment
Current investments are investments intended to be held for a period of less than a year. Current investments are
stated at the lower of cost and market value, determined on an individual investment basis.

viii. Cash and cash equivalents

Cash and cash equivalents include cash in hand, demand deposits with banks. Bank overdrafts are shown within
borrowings in current liabilities in balance sheet.

ix. Employees Benefit

Employee benefits in the form of Provident Fund and Employee State Insurance Scheme are defined contribution
plans and the contributions are charged to the Statement of Profit and Loss of the year when the contributions to
the respective funds are due. There are no other obligations other than the contribution payable to the respective
funds.

Short-term employee benefits: All employee benefits payable wholly within twelve months of rendering the
service are classified as short-term employee benefits and are recognised in the Statement of Profit and Loss in
the period in which the employee renders the related service.

Gratuity is a post-employment benefit and is in the nature of a defined benefit plan. The liability recognized in
the balance sheet in respect of gratuity is the present value of the defined benefit obligation at the balance sheet
date. The defined benefit obligation is calculated at the balance sheet date by an independent actuary using the
projected unit credit method. Actuarial gains and losses arising from past experience and changes in actuarial
assumptions are charged to the Statement of Profit and Loss in the year in which such gains or losses are
determined.

x. Income taxes

Tax expense for the period comprises of current tax, deferred tax and Minimum alternate tax credit considered in
determining the net profit or loss for the year.

207
Current tax
Taxes on Income Tax expense comprises of current and deferred tax. Current income tax is measured at the
amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act 1961. Deferred
income taxes reflect the impact of current year timing differences between taxable income and accounting income
for the year and reversal of timing differences of earlier years.

Deferred tax
Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance
sheet date. Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient
future taxable income will be available against which such deferred tax assets can be realized. In situations where
the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only
if there is virtual certainty supported by convincing evidence that they can be realized against future taxable
profits.

At each balance sheet date, the Company re-assesses unrecognized deferred tax assets. It recognizes unrecognized
deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be, that
sufficient future taxable income will be available against which such deferred tax assets can be realized

xi. Leases

Operating leases - As a lessee

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified
as operating leases. Payments made under operating leases are charged to Statement of Profit and Loss on a
straight-line basis over the period of lease.

xii. Provisions, Contingent Liability and Contingent Asset

Provisions

Provisions are recognized in terms of Accounting Standard 29 Provisions, Contingent Liabilities and Contingent
Assets (AS-29), notified by the Companies (Accounting Standards) Rules, 2006, when there is a present legal or
statutory obligation as a result of past events, where it is probable that there will be outflow of resources to settle
the obligation and when a reliable estimate of the amount of the obligation can be made.

Contingent liabilities

Contingent Liabilities are recognized only when there is a possible obligation arising from past events due to
occurrence or non- occurrence of one or more uncertain future events, not wholly within the control of the
Company, or where any present obligation cannot be measured in terms of future outflow of resources or where
a reliable estimate of the obligation cannot be made. Obligations are assessed on an ongoing basis and only those
having a largely probable outflow of resources are provided for.

Contingent assets

Contingent Assets are not recognized in the financial statements. 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 economic resources and a reliable estimate can be made of the amount of the obligation.
These are reviewed at each balance sheet date and adjusted to reflect the current best estimate.

xiii. Statement of Cash Flows

Statement of Cash Flows is prepared segregating the cash flows from operating, investing and financing activities.

208
Cash flow from operating activities is reported using indirect method. Under the indirect method, the net profit is
adjusted for the effects of:

i. transactions of a non-cash nature;

ii. any deferrals or accruals of past or future operating cash receipts or payments;
iii. items of income or expense associated from investing or financing cash flows; and

Cash and cash equivalents (including bank balances) are reflected as such in the Statement of Cash Flows.

xiv. Borrowing Cost

a. Borrowing costs that are directly attributable to the acquisition of qualifying assets are capitalized for the
period until the asset is ready for its intended use. A qualifying asset is an asset that necessarily takes
substantial period of time to get ready for its intended use.

b. Other Borrowing costs are recognized as expense in the period in which they are incurred.

xv. Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the period. The weighted
average numbers of equity shares are adjusted for events such as bonus issue, bonus element in the rights issue,
share split and reverse share split (consolidation of shares) that have changed the number of equity shares
outstanding, without corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects
of all dilutive potential equity shares.

THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK

209
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS, AS RESTATED
(All amounts in ₹ lacs, unless otherwise stated) ANNEXURE - V
Other notes to restated consolidated financial statements

1. Non-adjustment Items:

No Audit qualifications for the respective periods which require any corrective adjustment in these Restated
consolidated Financial Statements of the Company have been pointed out during the restated period.

2. Material Regroupings:

Appropriate adjustments have been made in the restated consolidated summary statements of Assets and
Liabilities, Profit & Loss 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 requirements of the SEBI
Regulations.

3. Material Adjustments in Restated Consolidated Profit & Loss Account:

For the period/year ended
Particulars 30 September 31 March 31 March 31 March
2024 2024 2023 2022
Net profit after tax as per audited accounts but 309.87 296.60 354.17 148.88
before adjustments for restated accounts:
Adjustment for prior period expenses
Other adjustment
Adjustment for provision of doubtful debts
Adjustment for change in employee benefit
0.00 62.26 (29.74) (32.51)
expenses
Adjustment for provision of Income Tax. (28.20) 17.56 0.00 0.00
Adjustment for Provision of Deferred Tax in
respect of timing differences between taxable (10.02) (2.84) 10.60 2.40
income and accounting Income
Adjustment for MAT credit entitlement
Profit after Tax as per restated consolidated 271.65 373.60 335.04 118.78

Explanatory notes to the above restatements to profits made in the audited CONSOLIDATED Financial
Statements of the Company for the respective years:
a. Adjustment for change in employee benefit expenses: The Company has not been recognized gratuity
expenses in Statement of Profit and Loss as per requirement of AS-15 "Employee benefits", now it has been
recognized in Statement of Profit and Loss account.
b. Adjustment for provision of Income Tax: Current tax expenses restated as per Statement of Tax Shelters
due to changes made as mentioned in point no. (a) (b) & (c) above.
c. Adjustment for provision of Deferred Tax: Deferred tax expenses restated due to timing differences of
changes made as mentioned in point no. (a) (b) & (c) above., which has now been restated and impact has been
given in the respective periods at income tax rates as applicable to the respective periods
Material Adjustments in Restated Consolidated Assets & liability Statement:

210
Particulars For the period/year ended
30 September 31 March 31 March 31 March
2024 2024 2023 2022
Audited shareholder's Funds 1727.50 1428.15 1131.55 777.38
Adjustment for change in employee benefit expenses 0 62.26 -29.74 -32.51
Adjustment for provision of Income Tax. 0 0 0 0
Adjustment for provision of Income Tax & -27.68 14.71 10.60 2.40
Deferred Tax
Opening Balances 27.73 -49.25 -30.11 0.00
Shareholder's Funds as per restated 1727.54 1455.89 1082.30 747.28
financials

4. Details of dues to Micro and Small Enterprises as defined under the MSMED Act, 2006

Under the Micro, Small and Medium Enterprises Development Act, 2006 which came into force from 2nd October
2006, certain disclosures are required to be made relating to Micro and Small Enterprises.
The Management has identified enterprises which have provided goods and services to the Company and which
qualify under the definition of micro and small enterprises as defined under the Micro, Small and Medium
Enterprises Development Act, 2006. Accordingly, the disclosure in respect of amounts payable to such
enterprises as at year end has been made based on the information available with the Company. The information
has been determined to the extent such parties have been identified on the basis of information available with the
Company. Auditors have placed reliance on such information provided by the Management.

Particulars For the year ended

30 Sep 2024 31 March 31 March 31 March
2024 2023 2022
Principal amount due to suppliers registered under the 94.38 - - -
MSMED Act and remaining unpaid as at year end.
Interest due to suppliers registered under the MSMED - - - -
Act and remaining unpaid as at year end.
Principal amounts paid to suppliers registered under the - - - -
MSMED Act, beyond the appointed day during the year.
Interest paid by the Company in terms of Section 16 of - - - -
MSMED Act, 2006, along with the amount of the
payment made to the suppliers and service providers
beyond the appointed day during the year.
Interest paid, under Section 16 of MSMED Act, to - - - -
suppliers registered under the MSMED Act, beyond the
appointed day during the year.
Interest paid, other than under Section 16 of MSMED - - - -
Act, to suppliers registered under the MSMED Act,
beyond the appointed day during the year.
Amount of interest due and payable for the year of delay - - - -
in making payment (which have been paid but beyond
the appointed day during the year) but without adding
the interest specified under the MSMED Act.
Interest accrued and remaining unpaid as at the end of - - - -
year.
Amount of further interest remaining due and payable - - - -
even in the succeeding years, until such date when the
interest dues above are actually paid to the small
enterprise, for the purpose of disallowance of a
deductible expenditure under section 23 of the MSMED
Act.
5. Other figures of the previous years have been regrouped/reclassified and rearranged wherever necessary.

211
 6. As required under SEBI (ICDR) Regulations, the Statement of Assets and Liabilities has been prepared after
deducting the balance outstanding on revaluation reserve account from both fixed assets and reserves and the
net worth arrived at after such deductions.
7. Expenditure/Earnings in Foreign currency (on accrual basis).

Particulars For the period/year ended

30 September 31 March 2024 31 March 31 March
2024 2023 2022
Expenditure in Foreign - - - -
Currency
Earning in Foreign Currency - - - -
8. Trade Receivables, Trade Payables, Borrowings, Loans & Advances and Deposits
Balances of Trade Receivables, Trade Payables, Borrowings, Loans & Advances and Deposits are subject to
confirmation and reconciliation.

9. Employee benefits plans

A. Defined contribution plans:

The Company makes Provident fund and Employee State Insurance Scheme contribution which are defined
contribution plans, for qualifying employees. Under the Schemes, the Company is required to contribute a
specified percentage of the payroll costs to the fund. The contribution payable to these plans by the Company
are at rates specified in the rules of the schemes. Employers' contribution to Provident Fund and Employee's
State Insurance Scheme recognised as expenses in the Statement of Profit and Loss for the year are as under:

For the year ended

30 Sep 31 March 31 March 31 March
2024 2024 2023 2022
Contribution to provident fund and other funds 72.91 171.90 164.91 147.27

B. Defined benefit plans:

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees
who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable
on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15
days salary multiplied for the number of years of service.

i. Amount recognised in the statement of profit and loss is as under:

Gratuity Benefits
For the year ended
30 Sep 31 March 31 March 31 March
2024 2024 2023 2022
Current service cost 6.70 13.54 31.94 50.94
Past service cost including - - - -
curtailment gains/losses
Interest cost 3.00 6.83 3.69 -
Actuarial (gain)/loss, net (4.88) (30.02) 7.58 -
Amount recognised during the year 4.82 (9.66) 43.22 50.94

ii. Movement in the present value of defined benefit obligation recognised in the balance sheet is as
under

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 Gratuity Benefits
For the year ended
30 Sep 31 March 31 March 31 March
2024 2024 2023 2022
Present value of defined benefit
82.87 94.16 50.94 50.94
obligation as at the start of the year
Current service cost 6.70 13.54 31.94 -
Past service cost - - - -
Interest cost 3.00 6.83 3.69 -
Actuarial (gain)/loss on obligation (4.88) (30.02) 7.58 -
Benefits paid (1.49) (1.64) - -
Present value of defined benefit
86.20 82.87 94.16 50.94
obligation as at the end of the year
Current position of obligation as at
46.85 48.36 17.32 26.20
the end of the year
Non-current position of obligation as
39.35 34.51 76.84 24.75
at the end of the year
iii. Economic assumptions:

The principal assumptions are the discount rate and salary growth rate. The discount rate is generally based
upon the market yield available on the Government bonds at the accounting date with a term that matches
that of the liabilities and the salary growth rate takes account of inflation, seniority, promotion and other
relevant factors on long term basis.

As at

30 Sep 2024 31 March 31 March 31 March 2022

2024 2023

Discount rate 7.00% 7.25% 7.25% 7.25%

Salary growth rate 6.00% 6.00% 6.00% 6.00%

iv. Demographic assumptions:

As at
30-Sep-24 31 March 31 March 31 March
2024 2023 2022
Retirement age 60 60 60 60
Mortality table IALM (2012 IALM (2012 IALM (2012 IALM
- 14) - 14) - 14) (2012 - 14)
Attrition / Withdrawal Rate (per Annum) 72.00% 72.00% 25.00% 75.00%
p.a.(18 to 30 p.a.(18 to 30 p.a.(18 to 30 p.a.(18 to
Years) Years) Years) 30 Years)
Attrition / Withdrawal Rate (per Annum) 62.00% p.a. 62.00% p.a. 22.00% p.a. 74.00% p.a.
(30 to 45 (30 to 45 (30 to 45 (30 to 45
Years) Years) Years) Years)
Attrition / Withdrawal Rate (per Annum) 67.00% p.a. 67.00% p.a. 44.00% p.a. 34.00% p.a.
(45 to 60 (45 to 60 (45 to 60 (45 to 60
Years) Years) Years) Years)

The above sensitivity analysis are based on a change in an assumption while holding all other assumptions
constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When
calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method
(present value of the defined benefit obligation calculated with the projected unit credit method at the end of
the reporting period) has been applied which was applied while calculating the defined benefit obligation
recognised in the balance sheet.

213
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to
prior period.

Notes:

The above figures have been extracted from the actuarial valuation report issued by Ashok Kumar Garg. vide
certificate Dated- 12 August 2024 For the year ended 31 March 2023 and 31 March 2022 respectively, vide
certificate Dated- 13 September 2024 for the year ended 31 March 2024 and report for period ended 30 September
dated 26 Oct 2024.

10. Re-grouping/re-classification of amounts

The figures have been grouped and classified wherever they were necessary and have been rounded off to the
nearest rupee.

11. Examination of Books of Accounts & Contingent Liability

The list of books of accounts maintained is based on information provided by the assessee and is not exhaustive.
The information in audit report is based on our examination of books of accounts presented to us at the time
of audit and as per the information and explanation provided by the assessed at the time of audit.

12. Director Personal Expenses

There are no director personal expenses debited to the profit and loss account. However, personal expenditure if
included in expenses like telephone, vehicle expenses etc. are not identifiable or separable.

13. The name of the Company has been changed from ‘Globtier Infotech Private Limited’ to ‘Globtier Infotech
Limited vide fresh Certificate of Incorporation received from Ministry of Corporate Affairs dated 18
September 2024.

14. The Company has a single reportable segment for the purpose of Accounting Standard 17.

15. Deferred Tax Asset/Liability: IAS-221

The Company has created Deferred Tax/Asset/Liability as required by Accounting Standard (AS)-22

214
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS, AS RESTATED
(All amounts in ₹ lacs, unless otherwise stated)
Restated Consolidated Statement of Share Capital Annexure – I.1

Particulars As at 30th As at 31st As at 31st As at 31st

Sep, 2024 Mar, 2024 Mar, 2023 Mar, 2022
Authorized Share Capital
No. of equity share of Rs. 10/- each 1,60,00,000 50,00,000 50,00,000 50,00,000
Authorized Share Capital 1600.00 500.00 500.00 500.00
Issued, Subscribed & Fully Paid-up
No. of equity share of Rs. 10/- each 37,70,000 37,70,000 37,70,000 37,70,000
Issued, Subscribed & Fully Paid-up 377.00 377.00 377.00 377.00
Note: The Company has one class of equity shares having par value of ₹ 10 per share. Each holder of equity shares
is entitled to one vote per share. All shareholders are equally entitled to dividend. In the event of liquidation, the
equity shareholders are entitled to receive remaining assets of the Company (after distribution of all preferential
amounts, if any) in the proportion of equity shares held by the shareholders.

Reconciliation of No. of Shares Outstanding at the end of the year (No. of Equity Shares)

Particulars As at 30th As at 31st As at 31st As at 31st

Sep, 2024 Mar, 2024 Mar, 2023 Mar, 2022
Shares outstanding at the beginning of the year 37,70,000 37,70,000 37,70,000 37,70,000
Shares issued during the year (refer note (a) below) - - - -
Right share issued during the year (refer note (b) - - - -
below)
Bonus share issued during the year (refer note (c) - - - -
below)
Share outstanding at the end of the year 37,70,000 37,70,000 37,70,000 37,70,000

Reconciliation of Shares Outstanding at the end of the year

Particulars As at 30th As at 31st As at 31st As at 31st

Sep, 2024 Mar, 2024 Mar, 2023 Mar, 2022
Shares outstanding at the beginning of the year 377.00 377.00 377.00 377.00
Share issued during the year - - - -
Share outstanding at the end of the year 377.00 377.00 377.00 377.00

Details of Shareholders holding more than 5% of the aggregate shares in the company

Particulars As at 30th As at 31st As at 31st As at 31st

Sep, 2024 Mar, 2024 Mar, 2023 Mar, 2022
Rekha Shukla
No. of Shares 35,05,000 35,05,000 35,10,000 35,10,000
% of holding 92.97% 92.97% 93.10% 93.10%
Rajiv Shukla
No. of Shares 2,60,000 2,60,000 2,60,000 2,60,000
% of holding 6.90% 6.90% 6.90% 6.90%

215
Details of The Shareholding pattern of the promoters at the period/year end as follows:

As at 30th September 2024

Name of the Promoters % Change during the
No. of Shares Held % of Holding
year
Rekha Shukla 35,05,000 92.97% -
Rajiv Shukla 2,60,000 6.90% -

Details of The Shareholding pattern of the promoters at the period/year end as follows:

As at 31st March, 2024

Name of the Promoters % Change during the
No. of Shares Held % of Holding
year
Rekha Shukla 35,05,000 92.97% -
Rajiv Shukla 2,60,000 6.90% -

Details of The Shareholding pattern of the promoters at the period/year end as follows:

As at 31st March, 2023

Name of the Promoters % Change during the
No. of Shares Held % of Holding
year
Rekha Shukla 35,05,000 93.10% -
Rajiv Shukla 2,60,000 6.90% -

Details of The Shareholding pattern of the promoters at the period/year end as follows:

As at 31st March, 2022

Name of the Promoters % Change during the
No. of Shares Held % of Holding
year
Rekha Shukla 35,05,000 93.10% -
Rajiv Shukla 2,60,000 6.90% -

Restated Consolidated Statement of Reserve & Surplus Annexure – I.2

Particulars As at 30th As at 31st As at 31st As at 31st

Sep, 2024 Mar, 2024 Mar, 2023 Mar, 2022
Statement of Profit & Loss
Opening balance 1,078.89 705.30 370.28 251.50
Add: Profit for the Period/year 271.65 373.59 335.02 118.78
Total 1,350.54 1,078.89 705.30 370.28
Less: Utilized for Bonus Issue - - - -
Less: Other Adjustments - - - -
Balance as at the end of the period / year 1,350.54 1,078.89 705.30 370.28

Restated Consolidated Statement of Borrowings Annexure – I.3

Particulars As at 30th Sep, 2024 As at 31st March, 2024

Long Short
Secured Loans Total Long Term Short Term Total
Term Term
From Banks & Financial Institutions
Vehicle Loan 18.33 11.84 30.17 21.27 17.47 38.74
Bills Discounting - 383.74 383.74 - 530.90 530.90
Cash Credit Facility - 253.06 253.06 - - -
Unsecured Loans
From Banks & Financial Institutions
Business Loan 180.95 250.63 431.59 133.16 209.84 343.00
Overdraft facility - 333.12 333.12 - 347.51 347.51

216
Total 199.28 1,232.40 1,431.68 154.43 1,105.72 1,260.15

Particulars As at 31st March, 2023 As at 31st March, 2022

Long Term Short Total Long Short Term Total
Secured Loans
Term Term
From Banks & Financial Institutions
Vehicle Loan 38.73 16.15 54.88 80.15 11.74 91.89
Bills Discounting - - - - 322.94 322.94
Cash Credit Facility - 244.41 244.41 - 194.83 194.83
Unsecured Loans
From Banks & Financial Institutions
Business Loan 151.46 222.14 373.60 190.13 157.49 347.62
Overdraft facility, Bills
- 132.83 132.83 - 97.21 97.21
Discounting
From Directors & related
- - - 5.18 - 5.18
parties
Total 190.19 615.53 805.72 275.46 784.21 1,059.67

217
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS, AS RESTATED
(All amounts in Rs lacs, unless otherwise stated)
Restated Consolidated Statement of Principal terms of Secured Loans and Assets charged as Security
Total
Total Total Total
Outstandi
Outstanding Outstandin Outstandin
Name of Lender ng
Rate of Repayment amount as at g amount g amount
Purpose Security amount
Interest Schedule 30 as at 31 as at 31
as at 31
September, March, March,
March,
2024 2023 2022
2024
Secured Loans
From Banks & Financial Institutions:
Vehicle loans
HDFC Bank (Amaze) - 132183405) Vehicle Loan 8.30% 60 Loan against the 5.19 5.94 7.34 -
Instalments respective vehicle

HDFC Bank (BMW) Vehicle Loan 7.70% 36 Loan against the 11.64 17.13 27.50 37.11
Instalments respective vehicle

HDFC Bank (KIA-SONET) Vehicle Loan 7.50% 60 Loan against the 5.34 6.56 8.86 10.99
Instalments respective vehicle

Kotak Mahindra Prime Ltd - (CAR-Alpha) Vehicle Loan 8.50% 60 Loan against the 8.00 9.11 11.19 -
Instalments respective vehicle

HDFC Bank (Amaze) - 132183405 Vehicle Loan 8.30% 60 Loan against the - - - 43.78
Instalments respective vehicle

Cash Credit Facility

Cash Credit 9.00% Loan against deposits
HDFC Bank NA and books
Facility debts of the company 253.06 - 244.41 194.83
Bills
HDFC Bank 9.00% NA Loan against deposits
Discounting
and books debts of the 383.74 530.90 302.91
Facility
-

company
From Bank
8.65% Loan against deposits
ICICI Bank CC Cash Credit NA
and books - - -
Facility debts of the company 20.02
Unsecured Loans
From Banks & Financial Institutions
Kotak Loan- CSG-155108364 Business 15.50% 36 NA 95.89 - - -
Loan Instalments

Deutsche Bank Limited Business 17.00% 36 NA - 8.77 26.94 42.29

Loan Instalments

HDFC Bank - 131644489 Business 13.51% 36 NA 16.30 25.23 41.37 25.89

Loan Instalments

HDFC Bank Loan 2 Business 14.00% 48 NA - 3.12 14.97 -

Loan Instalments

ICICI Bank Limited Loan (48325272) Business 15.00% 36 NA 66.18 81.30 - -

Loan Instalments

ICICI Bank Limited Loan A/c UPNOD00045974234 Business 15.25% 24 NA - - 35.07 -

Loan Instalments

IDFC First Bank - 79573597 Business 15.00% 24 NA 16.20 24.99 40.74 37.25
Loan Instalments

Induslnd Bank Business 15.50% 36 NA 8.36 17.75 34.49 48.85

Loan Instalments

Standard Chartered Bank - 0013499 Business 15.50% 36 NA 49.45 60.81 - -

Loan Instalments

Standard Chartered Bank Business 15.50% 22 NA - - 20.25 44.33

Loan Instalments

Yes Bank Ltd Business 15.50% 36 NA - 8.40 26.49 42.00

Loan Instalments

Aditya Birla Finance Limited Business 16.00% 36 NA - - 41.55 58.69

Loan Instalments

Godrej Finance Limited Business 16.50% 24 NA 47.19

Loan Instalments

FedBank Financial Service Ltd Business 16.00% 36 NA 9.71 14.94 24.51 -

Loan Instalments

Fullerton India Credit Company Limited (SMFG) Business 16.00% 25 NA - - 24.95 48.33
Loan Instalments

Fullerton India Credit Company Limited Business 16.00% 25 NA 24.59 37.14 - -

Loan Instalments

218
Kisetsu Saison Finance India Private Limited Business 16.00% 36 NA 58.59 - - -
Loan Instalments

Poonawalla Fincorp Ltd Business 15.50% 36 NA 17.73 26.66 42.26 -

Loan Instalments

Shriram Finance Limited Business 16.00% 24 NA 21.41 33.90 - -

Loan Instalments

Overdraft facility

Aditya Birla Loan-789399 Dropline 16.00% 36 NA 85.65 100.01

Facility From Instalments - -
Bank

L&T Finance Limited -BL230119040100268 Dropline 16.50% 36 NA 5.62 25.07 0.00

Facility From Instalments
-
Bank

L&T Finance Limited -BL240830963810454 Dropline 16.00% 36 NA 50.08 - - -

Facility From Instalments
Bank

Bajaj finance Limited Working 16.50% 24 NA - - - 20.22

capital Instalments

Bajaj Finance LTD - P582PBL6578696 Dropline 17.50% 36 NA 5.47 15.01 1.59 -

Facility From Instalments
Bank

Chola Mandalam Dropline 17.00% 36 NA 33.67

Facility From Instalments
Bank

Oxyzo Financial Services Pvt Ltd - Dropline 16.00% 24 NA 131.23 17.76

OXYDOD1012SCF Facility From Instalments - -
Bank

Oxyzo Financial Services Pvt Ltd-OXYDOD101ZP00 Dropline 16.00% 24 NA 134.60 125.63 - -

Facility From Instalments
Bank

Tata Capital Financial Services Ltd - 0008977099 Dropline 16.00% 36 NA - - - 59.24

Facility From Instalments
Bank

18.04 81.79 - -
TATA Capital Limited 0086007062 Dropline 14.50% 36 NA
Facility From Instalments
Bank

- - - 5.18
From directors & related parties Business NA NA NA
Loan

219
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL SRTATEMENT, AS RESTATED

Restated Consolidated Statement of Deferred Tax Liabilities/(Assets)

(All amounts in RS. Lacs, unless otherwise stated)
Annexure – I.4
As at 30th As at 31st As at 31st As at 31st
Particulars Sep, 2024 Mar, 2024 Mar, 2023 Mar, 2022
Deferred tax liabilities in relation to (A):
Property, plant, equipments and intengible
- - - -
assets
Deferred tax assets in relation to (B):
Property, plant, equipments and intengible
(1.48) (0.54) (22.46) (14.16)
assets
Provision for employee benefits (Gratuity &
(21.70) (20.86) (23.70) (12.82)
Leave encashment)
Other adjustment - - - -
Net deferred tax assets (B-A) (23.18) (21.40) (46.16) (26.98)

Deferred Tax Assets Provision

Opening Balance of (DTA)/DTL (21.39) (46.16) (26.98) (24.54)
Add: Provision for the year (1.79) 24.77 (19.18) (2.44)
Closing Balance of (DTA)/DTL (23.18) (21.39) (46.16) (26.98)

Restated Consolidated Statement of Long-Term Provisions Annexure – I.5

As at 30th As at 31st As at 31st As at 31st

Particulars
Sep, 2024 Mar, 2024 Mar, 2023 Mar, 2022
Provision for Gratuity 39.35 34.51 76.84 24.75
Total 39.35 34.51 76.84 24.75

Restated Consolidated Statement of Trade Payables Annexure – I.6

As at 30th Sep, As at 31st Mar, As at 31st Mar, As at 31st Mar,

Particulars
2024 2024 2023 2022
Trade Payables 94.38 - - -
- MSME* 422.60 734.71 620.79 598.66
- Others - - - -
- Disputed dues - - - - -
MSME*
516.98 734.71 620.79 598.66

*MSME as per the Micro, Small and Medium Enterprises Development Act, 2006.

Ageing Analysis of Trade Payables

Outstanding for following periods from due date of payment

As at 30st September, 2024
Particulars
Less than 1-2 More than
2-3 years Total
1 year years 3 years
(i) MSME 94.38 - - - 94.38
(ii) Others 373.78 33.85 13.82 1.15 422.60
(iii) Disputed dues - MSME - - - - -
(iv) Disputed dues - Others - - - - -

220
Ageing Analysis of Trade Payables

Outstanding for following periods from due date of payment

As at 31st March, 2024
Particulars
Less than 1-2 More than
2-3 years Total
1 year years 3 years
(i) MSME - - - - -
(ii) Others 717.63 15.93 1.15 - 734.71
(iii) Disputed dues - MSME - - - - -
(iv) Disputed dues - Others - - - - -

Ageing Analysis of Trade Payables

Outstanding for following periods from due date of payment

As at 31st March, 2023
Particulars
Less than 1-2 More than
2-3 years Total
1 year years 3 years
(i) MSME - - - - -
(ii) Others 620.64 0.15 - - 620.79
(iii) Disputed dues - MSME - - - - -
(iv) Disputed dues - Others - - - - -

Ageing Analysis of Trade Payables

Outstanding for following periods from due date of payment

As at 31st March, 2022
Particulars
Less than 1-2 More than
2-3 years Total
1 year years 3 years
(i) MSME - - - - -
(ii) Others 598.66 - - - 598.66
(iii) Disputed dues - MSME - - - - -
(iv) Disputed dues - Others - - - - -

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS, AS RESTATED

Restated Consolidated Statement of Other Current Liabilities

(All amounts in Rs lacs, unless otherwise stated) Annexure – I.7

As at 30th Sep, As at 31st As at 31st As at 31st

Particulars
2024 Mar, 2024 Mar, 2023 Mar, 2022
Statutory dues payable 154.47 193.61 170.46 247.85
Salary Payables 406.66 425.81 337.39 385.69
Other expenses payable 37.85 37.38 46.99 31.78
Advances from Customer 0.29 3.82 2.70 7.13
Total 599.27 660.62 557.54 672.45

Restated Consolidated Statement of Short-Term Provision

Annexure – I.8

221
 As at 30th As at 31st As at 31st As at 31st
Particulars
Sep, 2024 Mar, 2024 Mar, 2023 Mar, 2022
Provision for Income Tax Current for the year 212.76 119.70 140.84 75.54
Provision for Gratuity 46.85 48.36 17.32 26.20
Total 259.61 168.06 158.16 101.74

Restated Consolidated Statement of Fixed Assets Annexure – I.9

As at 30th As at 31st As at 31st As at 31st

Particulars Sep, 2024 Mar, 2024 Mar, 2023 Mar, 2022

(A) Tangible Assets

Furniture & Fittings
Gross Block - Opening Balance 31.79 14.35 11.52 11.09
Addition/Sale during the year 1.74 17.44 2.83 0.43
Gross Block - Closing Balance 33.53 31.79 14.35 11.52
Accumulated Depreciation - Opening 13.37 9.89 8.42 7.16
Balance
Depreciation during the year 2.48 3.48 1.47 1.26
Deletion / adjustments during the year - - - -
Accumulated Depreciation - Closing 15.85 13.37 9.89 8.42
Balance
Net Block 17.68 18.42 4.46 3.10

Computers & Other Accessories

Gross Block - Opening Balance 134.87 101.62 63.06 34.03

Addition/Sale during the year 32.18 33.25 38.56 29.03
Gross Block - Closing Balance 167.05 134.87 101.62 63.06
Accumulated Depreciation - Opening 106.17 87.61 53.19 32.52
Balance
Depreciation during the year 10.58 18.56 34.42 20.67
Deletion / adjustments during the year - - - -
Accumulated Depreciation - Closing 116.75 106.17 87.61 53.19
Balance
Net Block 50.30 28.70 14.01 9.87

Office Equipment's

Gross Block - Opening Balance 144.17 105.23 40.23 27.75

Addition/Sale during the year - 38.94 65.00 12.48
Gross Block - Closing Balance 144.17 144.17 105.23 40.23
Accumulated Depreciation - Opening Balance 92.03 62.91 30.77 22.53
Depreciation during the year 11.75 29.12 32.14 8.24
Deletion / adjustments during the year -
Accumulated Depreciation - Closing Balance 103.78 92.03 62.91 30.77
Net Block 40.39 52.14 42.32 9.46
Vehicles

222
 Gross Block - Opening Balance 100.10 100.10 82.69 67.72
Addition/Sale during the year - - 17.41 14.97
Gross Block - Closing Balance 100.10 100.10 100.10 82.69
Accumulated Depreciation - Opening Balance 49.36 37.67 29.78 17.65
Depreciation during the year 11.43 11.69 14.38 12.13
Deletion / adjustments during the year - - 6.49 -
Accumulated Depreciation - Closing 60.79 49.36 37.67 29.78
Balance
Net Block 39.31 50.74 62.43 52.91

Net Block of Tangible Assets

Gross Block - Opening Balance 410.93 321.30 197.50 140.59

Addition/Sale during the year 33.92 89.62 123.79 56.91
Gross Block - Closing Balance 444.85 410.93 321.30 197.50
Accumulated Depreciation - Opening 260.92 198.08 122.15 79.87
Balance
Depreciation during the year 36.24 62.85 82.41 42.29
Deletion / adjustments during the year - - 6.49 -
Accumulated Depreciation - Closing 297.16 260.93 198.07 122.16
Balance
Total Net Block of tangible Assets 147.69 150.00 123.23 75.34

Particulars As at 30th As at 31st As at 31st As at 31st

Sep, 2024 Mar, 2024 Mar, 2023 Mar, 2022

(B) Intangible Assets

Software
Gross Block - Opening Balance 734.52 220.85 201.67 201.67
Addition/Sale during the year - 513.67 19.18 -
Gross Block - Closing Balance 734.52 734.52 220.85 201.67
Accumulated Depreciation - Opening 227.38 204.88 191.52 184.33
Balance
Depreciation during the year 81.93 22.50 13.36 7.19
Deletion / adjustments during the year - - -
-
Accumulated Depreciation - Closing 309.31 227.38 204.88 191.52
Balance
Net Block for Intangible Assets 425.21 507.14 15.97 10.15

Particulars As at 30th As at 31st As at 31st As at 31st

Sep, 2024 Mar, 2024 Mar, 2023 Mar, 2022

(C) Intangible Assets Work in Progress

Software

Gross Block - Opening Balance - 399.76 - -

Addition/Sale during the year - - 399.76 -
Assets capitalized during the year - (399.76) - -
Gross Block - Closing Balance - - 399.76 -

223
 Accumulated Depreciation - Opening - - - -
Balance
Depreciation during the year - - - -
Deletion / adjustments during the year - - - -
Accumulated Depreciation - Closing - - - -
Balance
Net Block for Intangible Assets work in - - 399.76 -
progress

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENT, AS RESTATED

(All amounts in Rs lacs, unless otherwise stated)

Capital work in Progress Ageing schedule as at 30 September 2024

Amount in CWIP for a period of

Particulars More
Less than
1-2 years 2-3 years than 3 Total
1 year
years
(i) Project in progress - - - - -
(ii) Project temporarily suspended - - - - -
Total - - - - -

To be completed in
More
Particulars Less than
1-2 years 2-3 years than 3 Total
1 year
years
(i) Project in progress - - - - -
(ii) Project temporarily suspended - - - - -
Total - - - - -

Capital work in Progress Ageing schedule as at 31 March 2024

Amount in CWIP for a period of

Particulars Less than More than 3
1-2 years 2-3 years Total
1 year years
(i) Project in progress - - - - -
(ii) Project temporarily suspended - - - - -
Total - - - - -

To be completed in
Particulars More
Less than 1-2 2-3
than 3 Total
1 year years years
years
(i) Project in progress 399.76 - - - 399.76
(ii) Project temporarily suspended - - - - -
Total 399.76 - - - 399.76

Capital work in Progress Ageing schedule as at 31 March 2023

Amount in CWIP for a period of

Particulars More
Less than
1-2 years 2-3 years than 3 Total
1 year
years
(i) Project in progress 399.76 - - - 399.76

224
 (ii) Project temporarily suspended - - - - -
Total 399.76 - - - 399.76

To be completed in
Particulars More
Less than
1-2 years 2-3 years than 3 Total
1 year
years
(i) Project in progress 399.76 - - - 399.76
(ii) Project temporarily suspended - - - - -
Total 399.76 - - - 399.76

Capital work in Progress Ageing schedule as at 31St March 2022

Amount in CWIP for a period of

Particulars More
Less than 1-2 2-3
than 3 Total
1 year years years
years
(i) Project in progress - - - - -
(ii) Project temporarily suspended - - - - -
Total - - - - -

To be completed in
Particulars More
Less than 1-2 2-3
than 3 Total
1 year years years
years
(i) Project in progress - - - - -
(ii) Project temporarily suspended - - - - -
Total - - - - -

Restated Consolidated Statement of Long-Term Loans & Advances

Annexure – I.10
As at 30st As at 31st As at 31st As at 31st
Particulars
Sep, 2024 Mar, 2024 Mar, 2023 Mar, 2022

Unsecured, considered good

Capital advances 200.00 200.00 200.00 110.00
Total 200.00 200.00 200.00 110.00

Restated Consolidated Statement of Other Non-Current Assets

Annexure – I.11
As at 30st As at 31st As at 31st As at 31st
Particulars
Sep, 2024 Mar, 2024 Mar, 2023 Mar, 2022
Balance in deposits with original
1.28 1.24 1.00 1.00
maturity of more than 12 months
Total 1.28 1.24 1.00 1.00

Restated Consolidated Statement of Trade Receivables

Annexure – I.12

225
 As at 30st As at 31st As at 31st As at 31st Mar,
Sep, 2024 Mar, 2024 Mar, 2023 2022
Particulars
Unsecured & Considered Good 2,526.58 2,313.59 1,994.53 1,657.19
Unsecured & Considered doubtful - - - -
Less: Provision for doubtful - - - -
Total 2,526.58 2,313.59 1,994.53 1,657.19

Ageing Schedule of Trade Receivable

Outstanding for following periods from due date of payment

As at 30 September 2024
Particulars Less 6 More
Not 1-2 2-3
than 6 Months- than 3 Total
Due years years
Month 1 year years
(i) Undisputed Trade
receivables – considered 1,120.00 1,406.58 - - - - 2,526.58
good
(ii) Undisputed Trade
Receivables – considered - - - - - - -
doubtful
(iii) Disputed Trade
- - - - - - -
Receivables considered good
(iv) Disputed Trade
Receivables considered - - - - - - -
doubtful

Ageing Schedule of Trade Receivable

Outstanding for following periods from due date of payment

As at 31 March 2024
Particulars
6 More
Not Less than 1-2 2-3
Months- than 3 Total
Due 6 Month years years
1 year years
(i) Undisputed Trade
receivables – considered 999.17 1,314.43 - - - - 2,313.59
good
(ii) Undisputed Trade
Receivables – considered - - - - - - -
doubtful
(iii) Disputed Trade
Receivables considered - - - - - - -
good
(iv) Disputed Trade
Receivables considered - - - - - - -
doubtful

Ageing Schedule of Trade Receivable

Outstanding for following periods from due date of

payment
As at 31 March 2023
Particulars
Less 6 More
Not 1-2 2-3
than 6 Months- than 3 Total
Due years years
Month 1 year years

226
 (i) Undisputed Trade
950.67 1,043.87 - - - - 1,994.53
receivables – considered good
(ii) Undisputed Trade
Receivables – considered - - - - - - -
doubtful
(iii) Disputed Trade
- - - - - - -
Receivables considered good
(iv) Disputed Trade
Receivables considered - - - - - - -
doubtful

Ageing Schedule of Trade Receivable

Outstanding for following periods from due date of payment

As at 31 March 2022
Particulars
Less 6 More
1-2 2-3
Not Due than 6 Months- than 3 Total
years years
Month 1 year years
(i) Undisputed Trade
receivables – considered 790.30 866.89 - - - - 1,657.19
good
(ii) Undisputed Trade
Receivables – considered - - - - - - -
doubtful
(iii) Disputed Trade
Receivables considered - - - - - - -
good
(iv) Disputed Trade
Receivables considered - - - - - - -
doubtful

Restated Consolidated Statement of Cash and Cash Equivalents

Annexure – I.13

As at 30st As at 31st As at 31st As at 31st

Particulars Sep, 2024 Mar, 2024 Mar, 2023 Mar, 2022

Cash in hand 5.43 3.43 1.97 3.91

Balance With Bank (in Current Accounts) 100.55 96.58 141.11 458.99
Balance in deposit accounts with original
- - - 24.99
maturity of less than 3 months
Balance in overdraft account - 153.28 - -
Total 105.98 253.29 143.08 487.89

Restated Consolidated Statement of Short-Term Loans and Advances

Annexure – I.14

As at 30st As at 31st As at 31st As at 31st Mar,

Particulars
Sep, 2024 Mar, 2024 Mar, 2023 2022
Unsecured, considered good - - - -
Loan to related parties - 5.00 - -
Total - 5.00 - -

227
Restated Consolidated Statement of Other Current Assets
Annexure – I.15

As at 30st As at 31st As at 31st As at 31st

Particulars
Sep, 2024 Mar, 2024 Mar, 2023 Mar, 2022
Prepaid Expenses 355.59 312.40 47.21 334.90
Security Deposits 10.59 10.59 10.59 13.06
Advance to Employees 47.43 46.87 29.06 18.46
Advance to Suppliers 18.55 1.55 3.98 1.00
Advance Tax including Tax Deducted at
657.29 464.18 262.22 438.06
Source
TDS Recoverable from NBFCs 14.03 18.35 13.97 16.47
Balance with Government authorities 30.60 8.35 10.59 14.05
Other recoverable 10.43 - - -
Total 1,144.51 862.29 377.62 836.00

NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS, AS RESTATED

(All amounts in ₹ lacs, unless otherwise stated)

Annexure –II.1
Restated Consolidated Statement of Revenue from operations

As at 30th
As at 31st As at 31st As at 31st
Particulars September
Mar, 2024 Mar, 2023 Mar, 2022
2024
Sale of Products
- Sales of services 4,128.12 8,817.59 8,624.49 6,890.99
Total 4,128.12 8,817.59 8,624.49 6,890.99

Restated Consolidated Statement of Revenue from Other Income

Annexure-II.2
As at 30th
As at 31st As at 31st As at 31st
Particulars September
Mar, 2024 Mar, 2023 Mar, 2022
2024
Interest on IT refund - 4.95 21.07 10.76
Interest on FDR 0.04 0.24 - 1.10
Profite on sales of fixed assets - - 1.09 -
Gain/Loss on foreign exchange
- 3.74 14.84 3.61
fluctuation
Interest on security deposits - - - 0.35
Total 0.04 8.93 37.00 15.82

Restated Consolidated Statement of Employees Benefit Expenses

Annexure –II.3

As at 30th As at 31st As at 31st As at 31st

Particulars
September 2024 Mar, 2024 Mar, 2023 Mar, 2022
Directors Remuneration 51.95 103.91 103.90 95.90
Salaries, Wages & Bonus 2,183.90 4,621.39 3,978.49 3,719.51
Gratuity expenses 4.82 (9.66) 43.22 50.94
Contribution to Provident and Other Funds 72.91 171.90 164.91 147.27

228
 As at 30th As at 31st As at 31st As at 31st
Particulars
September 2024 Mar, 2024 Mar, 2023 Mar, 2022
Staff Welfare 9.14 16.43 12.37 22.59
Total 2,322.72 4,903.97 4,302.89 4,036.21

Restated Consolidated Statement of Other Expenses

Annexure –II.4
For the period ended
Particulars 30 September 31 March 31 March 31 March
2024 2024 2023 2022
Auditor remunerations 1.50 3.00 - 0.30
Advertisement and marketing
- - - 7.18
expense
Bad debts written off - - 5.98 -
Business promotion and development
1.73 18.46 34.10 3.49
expenses
Bank and other charges 5.56 0.54 4.29 1.91
Communication expenses 6.32 12.27 19.62 14.63
Donation expenses 0.21 0.11 0.16 0.08
Electricity expenses 5.07 4.72 6.82 5.62
Insurance expenses 66.13 117.95 29.47 67.98
Manpower & employee backup
211.38 272.57 32.99 94.20
expenses
Membership fees 1.48 0.37 1.85 16.16
Rates & taxes 19.77 24.13 6.99 17.56
Miscellaneous expenses 6.78 6.37 7.40 2.44
Office expenses 1.69 7.34 18.50 30.73
Repair and maintenance
-others 2.64 6.61 7.33 10.86
Rent for building 19.18 37.31 47.89 35.63
Rental for machine & equipment 31.26 65.61 56.61 45.40
Software development and consulting
763.73 2,349.64 3,190.42 2009.31
expenses
Tour, travelling and conveyances
80.00 230.66 180.42 106.32
expenses
Total 1,224.46 3,157.68 3,650.85 2,469.80

Note- Auditor’s remuneration includes:

Statutory Audit fees 1.50 3.00 - 0.30

Other services - - - -
Certification fees - - - -
Total 1.50 3.00 - 0.30

Restated Consolidated Statement of Depreciation of Assets

Annexure –II.5

Particulars As at 30th As at 31st As at 31st As at 31st

September 2024 Mar, 2024 Mar, 2023 Mar, 2022

Depreciation on property, plant and equipment 36.24 62.85 82.41 42.29

229
 Particulars As at 30th As at 31st As at 31st As at 31st
September 2024 Mar, 2024 Mar, 2023 Mar, 2022
Depreciation on intangible assets 81.93 22.50 13.36 7.19
Total 118.17 85.35 95.77 49.48

Restated Consolidated Statement of Financial Charges

Annexure –II.6

Particulars As at 30th
As at 31st Mar, As at 31st As at 31st
September
2024 Mar, 2023 Mar, 2022
2024
Interest expesnes
-Interest on term loan 64.83 88.60 89.20 52.03
-Interest on other 64.83
16.99 88.60
38.98 29.56 39.93
-Interest on cash credit and overdraft 15.41 38.98
25.70 12.11 1.75
-Interest on statutory dues 15.41- - 18.79 58.55
Processing charges 2.67 7.93 5.64 7.78
Total 99.90 7.93
161.21 155.30 159.44
Restated Consolidated Statement of Provision for Taxation
Annexure–II.7

As at 30th
As at 31st As at 31st As at 31st
September
Particulars Mar, 2024 Mar, 2023 Mar, 2022
2024
Current Tax 93.05 119.70 140.84 75.54
Deferred tax charge/ (benefit) (1.79) 24.77 (19.18) (2.44)
Mat credit entitlement - - - -

230
GLOBTIER INFOTECH LIMITED
(Formerly Known as Globtier Infotech Private Limited)
CIN: U72900UP2012PLC142156
CONSOLIDATED STATEMENT OF ASSETS & LIABILITIES, AS RESTATED ANNEXURE-VI

(All amounts in ₹ lacs, unless otherwise stated)

Particulars 30 31 March 31 March 31 March 2022

September 2024 2023
2024

Net Profit as Restated 271.65 373.59 335.02 118.78

Add: Depreciation 118.17 85.35 95.77 49.48
Add: Interest on Loan 99.90 161.21 155.30 159.44
Add: Income Tax/Deferred Tax 91.26 144.72 121.66 73.10
Less: Other Income (0.04) (8.93) (37.00) (15.82)
EBITDA 580.94 755.94 670.75 384.98
EBITDA Margin (%) 14.07% 8.57% 7.78% 5.59%

Opening Net Worth as Restated 1,455.89 1,082.30 747.28 628.50

Closing Net Worth as Restated 1,727.54 1,455.89 1,082.30 747.28
Average Net Worth as Restated 1,591.71 1,269.09 914.79 687.89
Return on Net worth (%) as Restated 17.07% 29.44% 36.62% 17.27%

Equity Share at the end of year (in Nos.) 37,70,000 37,70,000 37,70,000 37,70,000
Weighted No. of Equity Shares 37,70,000 37,70,000 37,70,000 37,70,000

Basic & Diluted Earnings per Equity 7.21 9.91 8.89 3.15
Share as Restated

Net Asset Value per Equity share as 45.82 38.62 28.71 19.82
Restated

Nominal Value per Equity share (Rs.) 10.00 10.00 10.00 10.00
Current Assets (A) 3,777.07 3,434.17 2,515.23 2,981.08
Current Liabilities (B) 2,608.26 2,669.11 1,952.02 2,157.06
Current Ratio (A/B) 1.45 1.29 1.29 1.38

Debt 1,431.68 1,260.15 805.72 1,059.67

Equity 1,727.54 1,455.89 1,082.30 747.28
Debt Equity Ratio (In Times) 0.83 0.87 0.74 1.42

EBIT 462.81 679.52 611.98 351.32

Interest+Principal 31.61 173.79 150.26 254.02
Debt Service Coverage Ratio 14.64 3.91 4.07 1.38

PAT 271.65 373.59 335.02 118.78

Average Shareholder's Fund 1,591.71 1,269.09 914.79 687.89
Return On Equity (%) 17.07% 29.44% 36.62% 17.27%

Opening Trade Receivable 2,313.59 1,994.53 1,657.19 1,112.88

231
 Particulars 30 31 March 31 March 31 March 2022
September 2024 2023
2024
Closing Trade Receivable 2,526.58 2,313.59 1,994.53 1,657.19
Avg Trade Receivable 2,420.09 2,154.06 1,825.86 1,385.04
Revenue From Operation 4,128.12 8,817.59 8,624.49 6,890.99
Trade Receivables turnover ratio (In 1.71 4.09 4.72 4.98
times)

Purchase 1,006.37 2,687.82 3,280.02 2,148.91

Opening Trade Payable 734.71 620.79 598.66 353.32
Closing Trade Payable 516.98 734.71 620.79 598.66
Average Trade Payable 625.84 677.75 609.72 475.99
Trade Payable Ratio (In Times) 1.61 3.97 5.38 4.51

Revenue From Operation 4,128.12 8,817.59 8,624.49 6,890.99

Average Working Capital 966.93 664.14 693.61 791.85
Net Working Capital Turnover Ratio 4.27 13.28 12.43 8.70
(In Times)

Revenue From Operation 4,128.12 8,817.59 8,624.49 6,890.99

PAT 271.65 373.59 335.02 118.78
N P Ratio (In %) 6.58% 4.24% 3.88% 1.72%

EBIT 462.81 679.52 611.98 351.32

Opening Capital Employed 1,644.83 1,349.33 1,047.49 872.22
Closing Capital Employed 1,966.17 1,644.83 1,349.33 1,047.49
Average Capital Employed 1,805.50 1,497.08 1,198.41 959.85
Return on Capital Employed (In %) 25.63% 45.39% 51.07% 36.60%

Net PAT 271.65 373.59 335.02 118.78

Opening shareholder's fund 1,455.89 1,082.30 747.28 628.50
Closing shareholder's fund 1,727.54 1,455.89 1,082.30 747.28
Average shareholder's fund 1,591.71 1,269.09 914.79 687.89
Return on Investments (In %) 17.07% 29.44% 36.62% 17.27%
Note:-
EBITDA Margin = EBITDA/ Revenues from Operations
Earnings per share (₹) = Profit available to equity shareholders / Weighted No. of shares outstanding at the end
of the year
Return on Net worth (%) = Restated Consolidated Profit after taxation / Average Net worth x 100
Net asset value/Book value per share (₹) = Net worth / No. of equity shares
The Company does not have any revaluation reserves or extra-ordinary items.

232
GLOBTIER INFOTECH LIMITED
(Formerly Known as Globtier Infotech Private Limited)
CIN: U72900UP2012PLC142156
ANNEXURE-VII

Consolidated Statement of Capitalization, As Restated

(All amounts in ₹ lacs, unless otherwise stated)

Particulars Pre-Issue Post Issue*

30 September 2024

Debt :
Short Term Debt 1,232.40 -
Long Term Debt 199.28 -
Total Debt 1,431.68 -
Shareholders Funds -
Equity Share Capital 377.00 -
Reserves and Surplus 1,350.54 -
Less: Misc. Expenditure - -
Total Shareholders’ Funds 1,727.54 -
-
Long Term Debt/ Shareholders’ Funds 0.12 -
Total Debt / Shareholders Fund 0.83 -

*The post issue capitalization will be determined only after the finalization of issue price.

ANNEXURE –VIII
Consolidated Statement of Tax Shelter, As restated (All amounts in ₹ lacs, unless otherwise stated)

Particulars As at 30 Sep As at 31st Mar, As at 31st Mar, As at 31st Mar, 2022

2024 2024 2023
Profit Before Tax as per books 362.91 518.31 456.68 191.88
of accounts (A)
-- Normal Tax rate 25.17% 25.17% 25.17% 25.17%
Permanent differences
Expenses Disallowances 3.55 44.43 68.81 108.13

Other Adjustments - - - -
Total (B) 3.55 44.43 68.81 108.13
Timing Differences
Depreciation as per Books of 118.17 85.35 95.77 49.48
Accounts
Depreciation as per Income Tax 114.91 172.47 61.68 49.33
Difference between tax 3.26 (87.12) 34.09 0.15
depreciation and book
depreciation
Total (C) 3.26 (87.12) 34.09 0.15
Net Adjustments (D = B+C) 6.81 (42.69) 102.91 108.28
Total Income (E = A+D) 369.72 475.62 559.59 300.15
Brought forward losses set off - - - -
/Unabsorbed Depreciation (F)
Taxable Income/ (Loss) for the 369.72 475.62 559.59 300.15
year (E+F)

233
 Particulars As at 30 Sep As at 31st Mar, As at 31st Mar, As at 31st Mar, 2022
2024 2024 2023
Tax Payable for the year 93.05 119.70 140.84 75.54
Tax expense recognized 93.05 119.70 140.84 75.54

Notes:-The Company has opted for taxation as per section 115 BAA of the income tax act 1961, and has calculated
the tax @ 22% plus surcharge @ 10% and cess @ 4%. The effective tax rate being 25.168 %., hence MAT
provision are not applicable to the company.

ANNEXURE –IX
Statement of Related Parties & Transactions
The Company has entered into following related party transactions for the periods covered under audit.
Such parties and transactions are identified as per accounting standard 18 issued by Institute of Chartered
Accountants of India.

Name of the Key Managerial Relationship

Personnel/Entity/Relative of KMPs
Rajiv Shukla Managing Director
Rekha Shukla Directors
Rahul Shukla (w.e.f. 14.10.2024) Directors
Manoj Kumar Jain (w.e.f 09.07.2024) Directors
Rajesh Srivastava (w.e.f 02.09.2024) Directors
Shardul Sangal (w.e.f 02.09.2024) Directors
Vani Aggarwal (w.e.f. 16.09.2024) Company Secretary
Sandeep Gupta (w.e.f. 20.11.2024) Chief Financial Officer
Virtue E Varsity Private Limited Entity having common control
Botgo Technologies Private Limited Entity having common control
Globtier USA, LLC (w.e.f 09.08.2023) Subsidiary entity

Transactions with Related Parties:

Particulars For the period ended

30 31 March 31 March 31 March
September 2024 2023 2022
2024

A. Directors remunerations
Directors
a) Rekha Shukla 25.98 51.95 51.95 47.95
b) Rajiv Shukla 25.98 51.95 51.95 47.95

B. Loan taken during the year

Entity having common control
a)Virtue E Varsity Private Limited - 8.00 - -
b)Botgo Technologies Private Limited - - - -

Directors
a) Rekha Shukla - 100.00 60.50 34.00
b) Rajiv Shukla - - 40.00 25.00

C. Loan repaid during the year

234
 Particulars For the period ended
30 31 March 31 March 31 March
September 2024 2023 2022
2024
Entity having common control
a) Virtue E Varsity Private Limited - 8.00 - -
Directors
a) Rekha Shukla - 100.00 67.30 67.21
b) Rajiv Shukla - - 44.16 55.13

D. Loan given during the year

Entity having common control
a) Botgo Technologies Private Limited - 105.00 - -

E. Loan received back during the year

Entity having common control
a) Botgo Technologies Private Limited 5.00 100.00 - -

F. Capital advance taken during the year

Directors
a) Rekha Shukla - - 90.00 110.00

G. Interest Expenses on Loan Taken

Directors
a) Rajiv Shukla - - 1.99 1.29
b) Rekha Shukla - - 3.79 2.15

H. Reimbursement of Expenses
Directors
a) Rajiv Shukla 1.71 5.42 - 1.30
b) Rekha Shukla - - 6.33 3.01

Balance outstanding at year/period end

Particulars As at As at As at As at
30 September 31 March 31 March 31 March
2024 2024 2023 2022
A. Unsecured borrowings receivables
Entity having common control
a) Botgo Technologies Private
- 5.00 - -
Limited

Directors
a) Rekha Shukla - - - 3.01
b) Rajiv Shukla - - - 2.17

B. Directors remunerations payable

Directors
a) Rekha Shukla 3.25 3.25 - 2.92

235
 Particulars As at As at As at As at
30 September 31 March 31 March 31 March
2024 2024 2023 2022
b) Rajiv Shukla 3.25 3.25 - 3.01

C. Capital advance
Directors
a) Rekha Shukla 200.00 200.00 200.00 110.00

ANNEXURE –X

Statement of Dividends

No Dividend Paid till Date.

ANNEXURE –XI

Changes in the Material Accounting Policies

There have been no changes in the accounting policies of the company for the period covered under audit.

ANNEXURE –XII
Contingent Liabilities:

Particulars As at Sep As at 31st As at 31st As at 31st

2024 Mar, 2024 Mar, 2023 Mar, 2022
a. Estimated amount of contracts remaining
- - - -
to be executed and not provided for
b. Claims against the Company not
- - - -
acknowledged as debt
c. Bank Guarantees - - - -
d. Outstanding Tax Demand with Respect to
6.28 0.17 0.17 0.17
any Revenue Authorities*
Note:
* A contingent liability amounting to USD 3,760 pertains to Globiter USA LLC, a subsidiary of Globiter Infotech
Limited. This liability arises from a notice issued on the November 11, 2024 for the tax period ending December
31, 2023, due to non-filing of returns within the prescribed timeline. The applicable USD to INR conversion rate
on November 11, 2024, is 1 USD = 84.38 INR.

236
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our
“Restated Consolidated Financial Statements” which have been included in this Draft Prospectus. The following
discussion and analysis of our financial condition and results of operations is based on our Restated Consolidated
Financial Statements for the fiscal years ended on March 31, 2024, 2023, and 2022 and the stub period ended on
September 30, 2024, including the related notes and reports, included in this Draft Prospectus prepared in
accordance with requirements of the Companies Act and restated in accordance with the SEBI Regulations, which
differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. Our Restated Consolidated
Financial Statements have been derived from our audited financial statements for the respective years.
Accordingly, the degree to which our Restated Consolidated Financial Statements will provide meaningful
information to a prospective investor in countries other than India is entirely dependent on the reader’s level of
familiarity with Indian GAAP, the Companies Act, SEBI Regulations and other relevant accounting practices in
India.

Some of the information contained in this section, including information with respect to our strategies, contains
forward-looking statements that involve risks and uncertainties. You should read the section titled “Forward -
Looking Statements” beginning on page 24 of this Draft Prospectus for a discussion of the risks and uncertainties
related to those statements and also the sections titled “Risk Factors” and “Our Business” beginning on pages
34 and 137, respectively, of this Draft Prospectus for a discussion of certain factors that may affect our business,
results of operations, and financial condition. The actual results of the company may differ materially from those
expressed in or implied by these forward-looking statements.

Unless otherwise stated, references to “the company”, “our company”, “we”, “us”, and “our” are to Globtier
Infotech Limited.

Our fiscal year ends on March 31 of each year. Accordingly, all references to a particular fiscal year are to the
12 months ending March 31 of that year.

BUSINESS OVERVIEW

Our Company was incorporated as “Globtier Infotech Private Limited” under the provisions of the Companies
Act, 1956, pursuant to certificate of incorporation dated March 31, 2012 issued by the Registrar of Companies,
National Capital Territory of Delhi and Haryana. Further, our Company shifted its Registered Office from the
State of Delhi to Uttar Pradesh and a fresh Certificate of Incorporation dated February 19, 2021 was issued by
Registrar of Companies, Kanpur. Subsequently, our Company was converted into public limited company under
the provisions of Companies Act, 2013, pursuant to the approval accorded by our Shareholders at the Extra-
ordinary General Meeting held on August 02, 2024. Consequently, the name of our Company was changed to
“Globtier Infotech Limited” and a fresh Certificate of Incorporation consequent upon conversion from a private
limited company to a public limited company was issued to our Company by the Central Processing Centre on
September 18, 2024. The registered office of our company is situated at B-67, 3rd Floor, Sector 67, Gautam
Buddha Nagar, Noida, Uttar Pradesh, India, 201301.

The Corporate Identification Number of our Company is U72900UP2012PLC142156.We are a Managed IT and
SAP Support Service provider, empowering businesses with IT solutions. Our offerings cover a wide range of IT
services tailored to the needs of businesses of all sizes, from Small and Medium-Sized Enterprises (SMEs) to
larger organizations across various industries. We focus on delivering solutions that help our clients adapt to
industry changes, improve processes, and achieve their growth objectives from IT services.

237
Our journey in the business of IT services began in 2004, when Rajiv Shukla, the Promoter of our Company,
started a proprietorship firm under the name M/s Globtier Infotech. Initially, the firm focused on application
development, delivering solutions to meet clients' software needs. As the business grew, Rajiv Shukla envisioned
a formal corporate structure, one that could support expansion and cater to a broader array of clients. This led to
the incorporation of Globtier Infotech Private Limited on March 31, 2012, creating a corporate entity that was
formed to acquire assets, liabilities, and ongoing operations of the erstwhile proprietorship firm, M/s Globtier
Infotech. we have introduced cost-saving strategies for clients, such as process automation and streamlined
resource management, designed to optimize efficiency. These strategies enable clients to achieve their business
optimisation while benefiting from efficient use of resources.

Our Company has two subsidiaries, namely, Globtier USA, LLC and BOTGO Technologies Private Limited.

Our approach combines IT industry knowledge and technical capabilities to ensure that each client receives
solutions specifically aligned with their needs. Our commitment to quality in all our services is supported by
adherence to established IT practices, which allows us to deliver reliable results.

Our Registered Office is located in Noida, where we conduct the majority of our operations, and we maintain a
Business Continuity Plan (BCP) facility in Bangalore to ensure service reliability. Both locations are equipped
with connectivity, allowing us to provide uninterrupted services to our clients. To support our operations, we have
invested in a strong communication infrastructure and a backup pool of skilled professionals who can step in when
needed. We place a high priority on security, analytics and monitoring systems, alongside secure physical access
controls, to protect our operations.

Our company provides mainly the following services to its clients:

• IT FMS support
• Application Support
• Application Development
• Staff Augmentation
• Digital Transformation
• Cloud Solutions
• Infosee Services

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR

In the opinion of the board of directors of our company, since the date of the last financial statements disclosed in
this draft prospectus, there have not arisen any circumstance that materially and adversely affect or are likely to
affect the business activities or profitability of our company or the value of its assets or its ability to pay its material
liabilities within the next twelve months, except as mentioned below:

1. The authorized capital of the company was increased from Rs. 5,00,00,000/- to Rs. 16,00,00,000/- which was
approved by the members of the company in the extra ordinary general meeting held on July 09, 2024.

2. Change in designation of Rajiv Shukla as Chairman and Managing Director with effect from July 22, 2024.

3. Our company was converted from a private limited company to a public limited company vide resolution
passed in its extraordinary general meeting dated August 02, 2024, and a fresh certificate of incorporation
consequent to conversion was issued on September 18, 2024, by the Registrar of Companies, central
Processing Center bearing Corporate Identification Number U72900UP2012PLC142156.

4. Appointment of Vani Aggarwal as Company Secretary & Compliance Officer with effect from September 16,
2024.

238
5. Appointment of Manoj Kumar Jain as Non-Executive Director with effect from July 09, 2024 and later on,
there was a change in the designation of Manoj Kumar Jain as Non-executive & Independent Director with
effect from September 30, 2024.

6. Appointment of Rajesh Srivastava as Additional Director with effect from September 02, 2024 and later on,
there was a change in the designation of Rajesh Srivastava as Non-executive & Independent Director with
effect from September 30, 2024.

7. Appointment of Shardul Sangal as Additional Director with effect from 02 September 2024 and later on, there
was a change in the designation of Shardul Sangal as Non-Executive Director with effect from September 30,
2024.

8. On November 22, 2024, our company invested in subsidiary, Globtier USA, LLC, amounting to $990 which
was approved by Board Resolution in a board meeting dated October 14, 2024.

9. Constitution of Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship

Committee on October 14, 2024.

10. Approval of Policies of Code of Conduct, Whistleblower, Related Party Transaction, Prevention of Sexual
Harassment, Dividend, Independent Director Familiarization, Risk Management, CSR, Nomination
Remuneration Policy, Preservation of Documents, Materiality Disclosure, Diversity of board of directors,
Determination of Materiality of Information, Fair Disclosure of Unpublished Price Sensitive Information,
Archival Policy and Business Continuity Plan on October 14, 2024.

11. Appointment of Rahul Shukla as Additional Non-Executive Director with effect from 14 October 2024 and
later on, there was a change in the designation of Rahul Shukla as Non-Executive Director with effect from
November 4, 2024.

12. On October 31, 2024, our Company acquired equity shares of face value of Rs.10 aggregating to 77.14%
shareholding in Botgo Technologies Private Limited, thereby making it a subsidiary of the company.

13. Change in designation of Rekha Shukla as Whole-Time Director with effect from July 22, 2024 and later on,
change in designation as Executive Director with effect from November 04, 2024.

14. Increase in Borrowing Power under section of 180(1) of Companies Act, 2013 and Investment Powers section
of 186 of Companies Act, 201in Extra Ordinary General Meeting on November 04, 2024.

15. Appointment of Sandeep Gupta as Chief Financial Officer with effect from November 20, 2024.

16. The members of our Company approved the proposal of capitalization of reserves and the issue of 75,40,000
bonus equity shares of face value of Rs 10 each in the extraordinary general meeting held on November 04,
2024 which were allotted by a resolution of the Board of Directors in their meeting held on November 20,
2024.

17. The current public offer was authorized by a resolution of the Board of Directors in their meeting held on
December 10, 2024. It was subsequently approved by the shareholders through a special resolution at the
Extraordinary General Meeting on December 11, 2024, in accordance with Section 62(1)(c) of the Companies
Act, 2013.

18. Identification of Promoter’s group in its extraordinary general meeting dated December 11, 2024.

19. Recommendation of Restated Consolidated Financial Statements, Key Performance Indicators and Objects
of the offer in Audit Committee meeting on December 21, 2022.

20. Approval of Restated Consolidated Financial Statements, Key Performance Indicators, Objects of the offer
and Draft Prospectus in board meeting on December 21, 2022

239
KEY FACTORS AFFECTING THE RESULTS OF OPERATION

We believe that the following factors have significantly affected our results of operations and financial condition
during the periods under review and may continue to affect our results of operations and financial condition in the
future:

1. Our ability to successfully implement our strategy, our growth and expansion in accordance with the
technological changes;
2. Failure to anticipate and develop new services and enhance existing services in order to keep pace with
rapid changes in technologies and the industries we focus on;
3. The business or financial condition of our clients or the economy generally, or any developments in the
IT sector in macro-economic factors, which may affect the rate of growth in the use of technology in
business, type of technology spending by our clients, and the demand for our services;
4. Fail to attract, retain and manage the transition of our management team and other skilled professionals;
5. Change in demand for IT products and services, particularly for IT infrastructure services & enterprise
software solutions;
6. Our ability to protect our intellectual property rights and not infringe on the intellectual property rights
of other parties;
7. Ability to respond to technological changes;
8. General economic and business conditions in the markets in which we operate and in the local, regional
and national economies;
9. Failure to obtain any approvals, licenses, registrations and permits in a timely manner;
10. Pricing pressure due to intense competition in the market for IT Services;
11. Changes in political and social conditions in India or in countries that we may enter, the monetary and
interest rate policies of India;
12. Conflicts of interest with affiliated companies, the promoter group and other related parties;

OUR SIGNIFICANT ACCOUNTING POLICIES

For Significant accounting policies, please refer Significant Accounting Policies and Notes to Accounts, under the
chapter titled “Restated Consolidated Financial Statements” beginning on page 197 of this Draft Prospectus.

KEY PERFORMANCE INDICATORS AND CERTAIN NON-GAAP MEASURES

In evaluating our business, we use certain non-GAAP financial measures and key performance indicators that are
presented below as supplementary measures to review and assess our operating performance. The presentation of
these non-GAAP financial measures and key performance indicators are not intended to be considered in isolation
or as a substitute for the Restated Consolidated Financial Statements. We present these non-GAAP financial
measures and key performance indicators because they are used by our management to evaluate our operating
performance. These non-GAAP financial measures are not defined under Ind AS and are not presented in
accordance with Ind AS. The non-GAAP financial measures and key performance indicators have limitations as
analytical tools. Further, these non- GAAP financial measures and key performance indicators may differ from
the similar information used by other companies, including peer companies, and hence their comparability may
be limited. Therefore, these matrices should not be considered in isolation or construed as an alternative to Ind AS
measures of performance or as an indicator of our operating performance, liquidity, profitability or results of
operation.

EBITDA and EBITDA Margin

EBITDA is defined as our profit/loss before tax, finance cost, depreciation and amortization. Profit/loss before
tax margin is defined as profit/loss before tax divided by revenue from operations. EBITDA margin is defined as
our EBITDA as a percentage of revenue from operations.

240
The following table reconciles our profit/loss before tax (an AS financial measure) to EBITDA for the years
indicated:

(Amount in Rs. Lakhs)

Sep 30, For the year ended on March 31,
Particulars
2024 2024 2023 2022
Net Profit, as Restated 271.65 373.59 335.02 118.78
Add: Depreciation 118.17 85.35 95.77 49.48
Add: Interest on Loan 99.90 161.21 155.30 159.44
Add: Income Tax/ Deferred Tax 91.26 144.72 121.66 73.10
Less: Other Income (0.04) (8.93) (37.00) (15.82)
EBITDA 580.94 755.94 670.75 384.98
Revenue from Operations 4,128.12 8,817.59 8,624.49 6,890.99
EBITDA Margin 14.07% 8.57% 7.78% 5.59%

The following table sets forth certain key performance indicators for the years indicated:

(Amount in Rs. Lakhs)

Sep 30, For the year ended on March 31,
Particulars
2024 2024 2023 2022
Revenue from Operations 4,128.12 8,817.59 8,624.49 6,890.99
Total Income 4,128.16 8,826.52 8,661.49 6,906.81
EBITDA (2) 580.94 755.94 670.75 384.98
EBITDA Margin (3) 14.07% 8.57% 7.78% 5.59%
Profit After Tax 271.65 373.59 335.02 118.78
PAT Margin (4) 6.58% 4.24% 3.88% 1.72%
Debt Equity Ratio (5) 0.83 0.87 0.74 1.42
ROCE (6) 25.63% 45.39% 51.07% 36.60%
ROE (7) 17.07% 29.44% 36.62% 17.27%

1) EBITDA is calculated as Profit for the year, plus total tax expenses (consisting of current tax and deferred
tax), finance costs, depreciation and amortization expenses minus other income.
2) EBITDA Margin is calculated as EBITDA as a percentage of revenue from services.
3) PAT Margin is calculated as restated PAT for the year as a percentage of revenue from services.
4) Debt Equity Ratio is calculated as Total Debt divided by Total Equity.
5) ROCE is calculated as Earnings before Interest and Taxation (EBIT) for the year divided by shareholder’s
equity plus non-current liabilities.
6) ROE is calculated as restated PAT for the year divided by average Shareholders fund.

PRESENTATION OF FINANCIAL INFORMATION

These Restated Consolidated Financial Information have been compiled by the management from the Restated
Consolidated Audited financial statements of the Company as at for the period ended on September 30,2024 and
for the years ended, March 31, 2024, March 31, 2023 and March 31, 2022 which have been prepared in accordance
with the accounting standards notified under the Section 133 of the Act (“Indian GAAP”) and other accounting
principles generally accepted in India which have been restated in accordance with the SEBI (ICDR) Regulations
by M/s Sri Prakash & Co., Chartered Accountants, Delhi and Peer Review Auditor of the Company.

The policies have been consistently applied by our Company in preparation of the Restated Consolidated Financial
Statements and are consistent with those adopted in the preparation of financial statements for the period ended
on September 30, 2024 and for year ended March 31, 2024.

241
The Restated Consolidated Financial Statements have been prepared so as to contain information / disclosures
and incorporating adjustments set out below in accordance with the SEBI ICDR Regulations:

• Adjustments to the profits or losses of the earlier years for the changes in accounting policies if any to reflect
what the profits or losses of those periods would have been if a uniform accounting policy was followed in
each of these years and of material errors, if any;

• Adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities,
retrospectively for the period ended on September 30, 2024 and for the years ended March 31, 2024, March
31, 2023 and March 31, 2022, in order to bring them in line with the groupings as per the Restated
Consolidated Financial Statements for the period ended on September 30, 2024 and for the year ended March
31, 2024 and the requirements of the SEBI ICDR Regulations, if any; and

• The resultant impact of tax due to the aforesaid adjustments, if any.

PRINCIPAL COMPONENTS OF STATEMENT OF PROFIT AND LOSS

Set forth below are the principal components of statement of profit and loss from our continuing operations:

Total Income

Our total income comprises of (i) revenue from operations and (ii) other income.

Revenue from Operations

Revenue from operations comprise the following: (i) Sale of services.

Other Income

Other income includes (i) interest on IT refund, (ii) interest on FDR, (iii) Profit on sale of fixed assets, (iv)
Gain/Loss on foreign exchange fluctuation and (v) interest on security deposits.

Employee benefits expenses

Employee benefits expenses primarily include (i) Directors Remuneration (ii)Salary, Wages & Bonus, (iii)
Gratuity expenses (iv) Contribution to Provident and Other Funds and (v) Staff Welfare expenses etc.

Other Expenses

Other expense mainly includes Auditor remunerations, Advertisement and marketing expense, Bad debts written
off, Business promotion and development expenses, Bank and other charges, Communication expenses Donation
expenses, Electricity expenses, Insurance expenses, Legal & professional fees, Manpower &employee, Office
expenses, Repair and maintenance- other, Rent for building, Rental for machine & equipment, Software
development and consulting expenses, Tour, travelling and conveyances expenses.

Depreciation and Amortization expense

Depreciation includes depreciation on property, plant and equipment and depreciation on intangible assets.

Finance Charges

Finance charges include interest expense on term loan, on other, on cash credit and overdraft, on statutory dues
and Processing charges.

242
Tax Expenses

Tax expenses include provision for current tax, deferred tax charges/(benefit) and MAT credit entitlement.

REVENUE CONTRIBUTION FROM VARIOUS TYPES OF SERVICES

(Amount in Rs. Lakhs)

S. As on September Financial Year ended March 31,
Type of Service
No. 30, 2024 2024 2023 2022
Application Support 1,413.79 2,901.40 3,532.24 2,690.48
1.
% to Revenue from Operations 34.25% 32.90% 40.96% 39.04%
SAP Services 547.4 1,369.88 1,007.75 928.33
2.
% to Revenue from Operations 13.26% 15.54% 11.68% 13.47%
T&M Support 172.51 538.79 446.07 768.28
3.
% to Revenue from Operations 4.18% 6.11% 5.17% 11.15%
Infra Support 1,129.66 2,370.30 2,151.73 1,884.23
4.
% to Revenue from Operations 27.36% 26.88% 24.95% 27.34%
Aggregator Module 716.21 1,569.02 989.12 509.26
5.
% to Revenue from Operations 17.35% 17.79% 11.47% 7.39%
Agency Contracting 143.37 63.06 425.27 108.2
6.
% to Revenue from Operations 3.47% 0.72% 4.93% 1.57%
One Time Hiring 5.18 5.15 72.31 2.21
7.
% to Revenue from Operations 0.13% 0.06% 0.84% 0.03%
TOTAL 4,128.12 8,817.59 8,624.49 6,890.99

RESULTS OF OUR OPERATIONS

The following table sets forth detailed total income data from our Restated Statement of profit and loss for the
period ended on September 30 of 2024 and March 31, of the Financial Years 2024, 2023 and 2022, the components
of which are also expressed as a percentage of total Income for such period.

(Amount in Rs. Lakhs)

For the period
For the year ended on March 31,
ended
Particulars September 30, 2024 2024 2023 2022
% of total % of total % of total % of total
Amount Amount Amount Amount
revenue revenue revenue revenue
Revenue from
4,128.12 100.00% 8,817.59 99.90% 8,624.49 99.57% 6,890.99 99.77%
Operations
Other Income 0.04 0.00% 8.93 0.10% 37.00 0.43% 15.82 0.23%
Total
4,128.16 100.00% 8,826.52 100.00% 8,661.49 100.00% 6,906.81 100.00%
Revenue
Expenses:
Employee
Benefit 2322.72 56.27% 4903.97 55.56% 4302.89 49.68% 4036.21 58.44%
Expenses
Other
1224.46 29.66% 3157.68 35.77% 3650.85 42.15% 2469.80 35.76%
Expenses
Finance Cost 99.90 2.42% 161.21 1.83% 155.30 1.79% 159.44 2.31%
Depreciation &
Amortization 118.17 2.86% 85.35 0.97% 95.77 1.11% 49.48 0.72%
Expense

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 Total
3765.25 91.21% 8308.21 94.13% 8204.81 94.73% 6714.93 97.22%
Expenses
EBITDA 580.94 14.07% 755.94 8.56% 670.75 7.74% 384.98 5.57%
Profit before
362.91 8.79% 518.31 5.87% 456.68 5.27% 191.88 2.78%
Tax
Tax Expenses
Total Tax
91.26 2.21% 144.72 1.64% 121.66 1.40% 73.10 1.06%
Expenses
Profit after
Tax as 271.65 6.58% 373.59 4.23% 335.02 3.87% 118.78 1.72%
Restated

REVIEW OF RESULTS OF OPERATIONS FOR THE PERIOD ENDED 30 th SEPTEMBER 2024

TOTAL INCOME:

Revenue from operations

The Total Revenue from operations for the period ended on September 30, 2024, was Rs. 4,128.12 lakhs which
comprised approximately 100% of the total income for the stub period September 30, 2024

Other Income:

Other income of the company was Rs. 0.04 lakhs constituting negligible portion of Total Income for the period
ended September 30, 2024.

EXPENDITURE

Employee Benefit Expenses

Employee Benefit expenses were Rs. 2,322.72 lakhs representing 56.27% of Total Income for the period ended
September 30, 2024. Employee Benefit Expenses includes directors’ remuneration, Salaries, Wages & Bonus, ,
gratuity expenses, contribution to provident fund and other funds and staff welfare expenses.

Finance Charges

Finance expense was Rs. 99.90 lakhs representing 2.42% of Total Income for the period ended September 30,
2024. Finance costs include interest expense on term loans, on other, on cash credits & overdrafts, , on statutory
dues and processing charges.

Depreciation and Amortization

The Depreciation and amortization expense were Rs. 118.17 lakhs representing 2.86% of Total Income for the
period ended September 30, 2024. Depreciation mainly includes depreciation on property, plant and equipment
and intangible assets.

Other Expenses

Other Expenses were Rs. 1,224.46 lakhs representing 29.66% of Total Income for the period ended September 30,
2024. Other expense mainly includes Auditor remunerations, Advertisement and marketing expense, Bad debts
written off, Business promotion and development expenses, Bank and other charges, Communication expenses
Donation expenses, Electricity expenses, Insurance expenses, Legal & professional fees, Manpower &employee,
Office expenses, Repair and maintenance- other, Rent for building, Rental for machine & equipment, Software
development and consulting expenses, Tour, travelling and conveyances expenses.

244
Profit before Tax

The Profit before Tax for the period ended September 30, 2024, was 362.91 lakhs of the total income which is
8.79% of the total income.

Profit after Tax (PAT)

As a result of the foregoing, our company recorded profit after tax was Rs. 271.65 lakhs for the period ended
September 30, 2024 which is 6.58% of the total income.

REVIEW OF RESULTS OF OPERATIONS FOR THE PERIOD ENDED 31 st MARCH 2024

TOTAL INCOME:

Revenue from operations

The Total Revenue from operations for the period ended on March 31, 2024, was Rs. 8,817.59 Lakhs which has
been growing as compared to previous year.

Other Income:

Other income of the company was Rs 8.93 lakhs constituting mainly below mentioned incomes:

(Amount in Rs. Lakhs)

Particular 2023-24
Interest on IT refund 4.95
Interest on FDR 0.24
Profit on sales of fixed assets -
Gain/Loss on foreign exchange fluctuation 3.74
Interest on security deposits -
Total 8.93

EXPENDITURE

Employee Benefit Expenses

Employee Benefit expenses were Rs. 4,903.97 lakhs representing 55.56 % of Total Income for the period ended
March 31, 2024. Employee Benefit Expenses includes directors’ remuneration, Salaries Wages & Bonus, , gratuity
expenses, contribution to provident fund and other funds and staff welfare expenses.

Finance Charges

Finance expense was Rs. 161.21 lakhs representing 1.83% of Total Income for the period ended March 31, 2024.
Finance costs include interest expense on term loans, on other, on cash credits & overdrafts, , on statutory dues
and processing charges.

Depreciation and Amortization

The Depreciation and amortization expense were Rs 85.35 lakh representing 0.97 % of Total Income for the period
ended March 31, 2024. Depreciation mainly includes depreciation on property, plant and equipment and
depreciation on intangible assets.

245
Other Expenses

Other Expenses were Rs. 3,157.68 lakhs representing 35.77% of Total Income for the period ended March 31,
2024.

Profit before Tax

The Profit before Tax for the period ended March 31, 2024, was Rs 518.31 lakhs which is 5.87% of the total
income.

Profit after Tax (PAT)

As a result of the foregoing, our company recorded profit after tax of Rs. 373.59 lakhs for the period ended March
31, 2024. PAT 4.23% of Total Income of our company for the period ended on March 31, 2024. The increase in
PAT was primarily due to decrease in other expenses as compared to previous financial year.

COMPARISION OF FINANCIAL YEAR ENDED MARCH 31, 2024 WITH FINANCIAL YEAR ENDED
MARCH 31, 2023 BASED ON RESTATED CONSOLIDATED FINANCIAL STATEMENTS

TOTAL INCOME

Our Total Income increased to 8,826.52 lakhs in Financial Year 2023-24 from 8,661.49 lakhs in Financial Year
2022-23, primarily due to an increase in our Revenue from Operations as discussed below:

Revenue from operations

(Amount in Rs. Lakhs)
Particulars 2023-24 2022-23 2021-22
Revenue from Operations 8,817.59 8,624.49 6,809.99
Growth (%) 2% 25% -
CAGR 13%

The Total Revenue from operations for the year ended on FY 2023-24 was Rs. 8,817.59 lakhs as compared to Rs.
8,624.49 lakhs during the FY 2022-23 i.e., an increase by 2% in FY 2023-24 as compared to FY 2022-23.

Since the company is restructuring its portfolio of projects by eliminating the projects where the margins are
comparatively lower as compared to other projects, the company has not renewed all the projects worth Rs. 8.00
cr. which resulted in a minimal growth but there was overall increase in revenue as compared to the previous year.

Other Income

Other income of the company decreased to 8.93 lakhs in Financial Year 2023-24 from 37.00 lakhs in Financial
Year 2022-23. Decrease in interest on refund of income tax and the Gain on foreign exchange fluctuation are the
main reasons for decrease in Other Income for the year Financial Year 2023-24 as compared to FY 2022-23.

(Amount in Rs. Lakhs)

Other Income 2023-24 2022-23
Interest on IT refund 4.95 21.07
Interest on FDR 0.24 -
Profit on sales of fixed assets - 1.09
Gain/Loss on foreign exchange fluctuation 3.74 14.84
Interest on security deposits - -
Total 8.93 37.00

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The major reason of the decline in the other income is decrease in Gain on foreign exchange fluctuation as
compared to 2022-23.

Another reason of the decrease in the other income is Interest on income tax refund which was Rs 4.95 lakhs in
2023-24 as compared to Rs 21.07 lakhs in 2022-23 which is not a regular income.

EXPENDITURE

Our total expenses increased to Rs. 8,308.21 lakhs for the FY 2023-24 from Rs. 8,204.82 lakhs for the FY 2022-
23. Our total expense was 94.13% of total income in FY 2023-24 and 94.73% of total income in FY 2022-23,
which is a decrease of 0.60%. The reasons for change are discussed below:

Employee Benefit Expenses

Employee Benefit expenses increased to Rs. 4,903.97 lakhs for FY 2023-24 which is 55.56% from Rs. 4,302.89
lakhs for FY 2022-23 which is showing an increase Rs. 601.08 lakhs as compared to FY 2022-23. The increase in
employee benefit expenses is primarily due to hiring of new employees. The number of employees in the year
2022-23 were 800 which increased to 982 in the year 2023-24.

The increase in employee benefit expenses is on account of (i) increase in Salaries, Wages & Bonus from Rs
3,978.49 lakhs in Fiscal 2023 to Rs 4,621.39 lakhs Fiscal 2024, (ii) increase in Contribution to Provident & Other
Funds from Rs. 164.91 lakhs in Fiscal 2023 to Rs. 171.90 lakhs in Fiscal 2024, (iv) increase in Staff Welfare from
Rs. 12.37 lakhs in Fiscal 2023 to Rs. 16.43 lakhs in Fiscal 2024. These were partially offset by a decrease in
Gratuity Expenses from Rs. 43.22 lakhs in Fiscal 2023 to Rs (9.66) lakhs in Fiscal 2024.

Other Expenses

Other Expenses decreased to Rs. 3,157.68 lakhs in Fiscal 2024 which is 35.77% of total income from Rs. 3,650.85
lakhs in Fiscal 2023 which is 42.15% of total income. The decrease was primarily on account of decrease in: -

a) Bad debts written off decreased to Nil in Fiscal 2024 from Rs. 5.98 lakh in Fiscal 2023 on account of better
follow-up with the clients.

b) Business promotion and development expenses decreased to Rs. 18.46 lakhs in Fiscal 2024 from Rs. 34.10
lakhs in Fiscal 2023 on account of number of lesser clients as compared to previous year.

c) Bank and other charges decreased to Rs. 0.54 Lakhs in Fiscal 2024 from Rs. 4.29 Lakhs in Fiscal 2023.

d) Communication expenses decreased to Rs. 12.27 Lakhs in Fiscal 2024 from Rs. 19.62 Lakhs in Fiscal
2023.

e) Donation expenses decreased to Rs 0.11 Lakhs in Fiscal 2024 from Rs. 0.16 Lakhs in Fiscal 2023.

f) Electricity expenses decreased to Rs. 4.72 Lakhs in Fiscal 2024 from Rs. 6.82 Lakhs in Fiscal 2023.

g) Membership fees decreased to Rs. 0.37 Lakhs in Fiscal 2024 from Rs. 1.85 Lakhs in Fiscal 2023.

h) Office expenses decreased to Rs. 7.34 lakhs in Fiscal 2024 from Rs. 18.50 lakhs in Fiscal 2023.

i) Repair and maintenance – others decreased to Rs. 6.61 lakhs in Fiscal 2024 from Rs. 7.33 lakhs in Fiscal
2023

j) Rent for building decreased to Rs. 37.31 lakhs in Fiscal 2024 from Rs. 47.89 lakhs in Fiscal 2023 due to
vacation of one office place.

247
 k) Software development and consulting expenses decreased to Rs. 2,349.64 lakhs in Fiscal 2024 from Rs.
3,190.42 lakhs in Fiscal 2023.

This decrease was partially offset by the increase in the following: -

a) Insurance expenses increased to Rs. 117.95 lakhs in Fiscal 2024 from Rs. 29.47 lakhs in Fiscal 2023;

b) Manpower & employee backup expenses increased to Rs. 272.57 lakhs in Fiscal 2024 from Rs. 32.99
lakhs in Fiscal 2023 because of hiring of more contractual employees during the year.

c) Rates & taxes increased to Rs. 24.13 lakhs in Fiscal 2024 from Rs. 6.99 lakhs in Fiscal 2023;

d) Miscellaneous expenses increased to Rs.6.37 lakhs in Fiscal 2024 from Rs. 7.40 lakhs in Fiscal 2023;

e) Rental for machine & equipment increased to Rs.65.61 lakhs in Fiscal 2024 from Rs. 56.61 lakhs in
Fiscal 2023;

f) Tour, travelling and conveyances expenses increased to Rs.230.66 lakhs in Fiscal 2024 from Rs. 180.42
lakhs in Fiscal 2023;

Finance Charges

Finance expenses increased to Rs. 161.21 lakhs for FY 2023-24 which is 1.83% of total income from Rs. 155.30
lakhs for FY 2022-23 which is 1.79% of total income which is showing an increase of Rs. 5.92 lakhs as compared
to FY 2022-23. The increase in the interest expenses is primarily due to new loans in the company in 2023-24.

The increase in interest expenses is on account of (i) increase in interest on other loans from Rs. 29.56 lakhs in
2022-23 to Rs. 38.98 lakhs in 2023-24; (ii) increase in interest on cash credit and overdraft from Rs. 12.11 lakhs
in 2022-23 to Rs. 25.70 lakhs in 2023-24; (iii) increase in processing charges from Rs. 5.64 lakhs in 2022-23 to
Rs. 7.93 lakhs in 2023-24 due to new loans. These were partially offset by a decrease in (i) interest on statutory
dues from Rs. 18.79 lakhs in 2022-23 to Nil in 2023-24.

Depreciation

The Depreciation and amortization expense for FY 2023-24 was Rs. 85.35 lakhs which is 0.97% of total income
as against Rs. 95.77 lakhs which is 1.11% of total income for FY 2022-23 showing an overall reduction of Rs.
10.42 lakhs mainly on account of usual wear and tear in plant and equipment amounting Rs. 19.56 lakhs which is
partially set off by an increase in depreciation in intangible asset to amounting to Rs 9.15 lakhs during the FY
2023-24. The increase in the depreciation of intangible assets is due to transfer of work in progress amount of
intangible asset of Rs 399.76 lakhs in 2022-23 to Depreciable intangible asset in 2023-24.

Profit before Tax

As a result of the foregoing, we recorded profit before tax of Rs. 518.31 in 2023-24, which is 5.87% of total
income in FY 2023-24, as compared to Rs. 456.68 which is 5.27% in FY 2022-23. The increase in profit before
tax was primarily due to decrease in other expenses and depreciation, as compared to previous financial year.

Profit after Tax

Our profit for the period, increased by 38.57 lakhs amounting to Rs. 373.59 which is 4.23% of total income in
Fiscal 2024 from Rs. 335.02 in Fiscal 2023 which is 3.87% of total income, as a result of the factors described
above.

248
 (i) Restructuring the client base by eliminating or not renewing the very low margins or negative margins
projects.
(ii) Reduction in the Other Expenses by 6.38% from 42.15% of total income to 35.77% of total income
amounting to decrease of Rs 493.17 lakhs in 2023-24.

COMPARISION OF FINANCIAL YEAR ENDED MARCH 31, 2023 WITH FINANCIAL YEAR ENDED
MARCH 31, 2022 BASED ON RESTATED CONSOLIDATED FINANCIAL STATEMENTS

TOTAL INCOME

Our Total Income increased to 8,661.49 lakhs in Financial Year 2022-23 from Rs. 6,906.81 lakhs in Financial Year
2021-22, primarily due to an increase in our Revenue from Operations as discussed below:

Revenue from operations

The Total Revenue from operations for the year ended on FY 2022-23 was Rs. 8,624.49 lakhs as compared to Rs.
6,890.99 lakhs during FY 2021-22. There was a growth of 25% as compared to previous year. The growth in
revenue from operations was driven by increased operational activities, including the onboarding of new
customers. The company also received the bigger projects in 2022-23 as compared to 2021-22.

Other Income

Other income of the company was increased to s. 37.00 lakhs in Financial Year 2022-23 as compared to Rs. 15.82
lakhs in 2021-22. The reasons for the changes in Other Income are as below:
(Amount in Rs. Lakhs)
Other Income 2022-23 2021-22
Interest on IT refund 21.07 10.76
Interest on FDR - 1.10
Profit on sales of fixed assets 1.09 -
Gain/Loss on foreign exchange fluctuation 14.84 3.61
Interest on security deposits - 0.35
Total 37.00 15.82

Interest on refund of income tax, Profit on sale of fixed assets and increase in the Gain on foreign exchange
fluctuation are the main constituents of the Other Income for the year Financial Year 2022-23.

The major reason of the increase in the other income is the increase in Gain on foreign exchange fluctuation as
compared to 2021-22. The gain on foreign exchange fluctuation was Rs 3.61 lakhs in 2021-22 which increased to
Rs 14.84 lakhs in 2022-23.

Another reason of the increase in the other income is Interest on income tax refund which was Rs 10.76 lakhs in
2021-22 as compared to Rs 21.07 lakhs in 2022-23 and profit on sale of fixed assets amounting to Rs .1.09 lakhs
in 2022-23

EXPENDITURE

Our total expenses increased to Rs 8,204.81 lakhs for the FY 2022-23 from Rs. 6,714.93lakhs for the FY 2021-
22. Our total expenses were 94.73% of total income in FY 2022-23 and 97.22% of total income in FY 2021-22,
which is a decrease of 2.49% of total income. The reasons for the change are discussed below:

249
Employee Benefit Expenses

Employee Benefit expenses Increased to Rs. 4,302.89 lakhs which is 49.68% of total income for FY 2022-23 from
Rs. 4,036.21 which is 58.44% of total income lakhs for FY 2021-22. The employees on payroll were Increased in
the year 2022-23 and the company more employees for the projects.

The increase in employee benefit expenses is on account of (i) increase in directors’ remuneration from Rs 95.90
lakhs in 21-22 to Rs 103.90 lakhs in 22-23. (ii)increase in Salaries, Wages & Bonus from Rs 3,719.59 lakhs in
Fiscal 2022 to Rs 3,978.49 lakhs Fiscal 2023, (iii) increase in Contribution to Provident & Other Funds from Rs.
147.27 lakhs in Fiscal 2022 to Rs. 164.91 lakhs in Fiscal 2023. These were partially offset by (i) decrease in
Gratuity Expenses from Rs. 50.94 lakhs in Fiscal 2022 to Rs 43.22 lakhs in Fiscal 2023 and (ii) decrease in Staff
Welfare expenses from Rs 22.59 lakhs to Rs 12.37 lakhs in 21-22.

Other Expenses

Other Expenses increased to Rs. 3,650.85 lakhs in Fiscal 2023 which is 42.15% of total income from Rs. 2,469.80
lakhs in Fiscal 2022 which is 35.76% of total income. The increase was primarily on account of increase in: -

a) Bad debts written off increased to Rs 5.98 lakhs in 2022-23 which amounted to Nil in 2021-22;

b) Business promotion and development expenses increased to Rs. 34.10 lakhs in 2022-23 from Rs. 3.49
lakhs in 2021-22 on account of number of increased operational activities as compared to previous year.

c) Bank and other charges increased to Rs. 4.29 Lakhs in 2022-23 from Rs. 1.91 Lakhs in 2021-22.

d) Donation expenses increased to Rs 0.16 Lakhs in 2022-23 from Rs. 0.08 Lakhs in 2021-22.

e) Manpower & employee backup expenses decreased to Rs. 32.99 lakhs in Fiscal 2023 from Rs. 94.20 lakhs
in Fiscal 2022 because of less hiring of contractual skilled employees during the year.

f) Miscellaneous expenses increased to Rs.7.40 lakhs in Fiscal 2023 from Rs. 2.44 lakhs in Fiscal 2022;

g) Rent for building increased to Rs. 47.89 lakhs in Fiscal 2023 from Rs. 35.63 lakhs in Fiscal 2022 due to
annual increment in the Rent;

h) Rental for machine & equipment increased to Rs 56.61 akhs in Fiscal 2023 from Rs. 45.40 lakhs in Fiscal
2022 due to requirement of more number of equipment for increased operations;

i) Tour, travelling and conveyances expenses increased to Rs.180.42 lakhs in Fiscal 2023 from Rs. 106.32
lakhs in Fiscal 2022;

j) Software development and consulting expenses increased to Rs 3,190.42 lakhs in Fiscal 2023 from
Rs.2,009.31 lakhs in Fiscal 2022.

k) Communication expenses increased to Rs 19.62 lakhs in Fiscal 2023 from Rs. 14.63 lakhs in Fiscal 2022;

l) Electricity expenses increased to Rs. 6.82 Lakhs in Fiscal 2023 from Rs. 5.62 Lakhs in Fiscal 2022;

This decrease was partially offset by the decrease in the following: -

g) Insurance expenses decreased to Rs. 29.47 lakhs in Fiscal 2023 from Rs. 67.98 lakhs in Fiscal 2022;

h) Rates & taxes decreased to Rs. 6.99 lakhs in Fiscal 2023 from Rs. 17.56 lakhs in Fiscal 2022;

250
 i) Office expenses decreased to Rs. 18.50 lakhs in Fiscal 2023 from Rs. 30.73 lakhs in Fiscal 2022.

j) Membership fees decreased to Rs. 1.85 Lakhs in Fiscal 2023 from Rs. 16.16 Lakhs in Fiscal 2022.

k) Repair and maintenance – others decreased to Rs. 7.33 lakhs in Fiscal 2023 from Rs. 10.86 lakhs in Fiscal
2022

l) Advertisement and marketing expense reduced to Nil in Fiscal 2023 from Rs. 7.18 lakh in Fiscal 2022

Finance Cost

Finance expenses decreased to Rs. 155.30 lakhs which is 1.79% of total income for FY 2022- from Rs. 159.44
lakhs for FY 2021-22 which is 2.31% of total income which is showing an decrease Rs. 4.14 lakhs as compared
to FY 2022-23. The decrease in the interest expenses is primarily due to repayment of loans in the company in
2023-24.

The decrease in interest expenses is on account of (i) decrease in interest on other loans from Rs. 39.33 lakhs in
2021-22 to Rs. 29.56 akhs in 2022-23; (ii) decrease in interest on statutory dues from Rs. 58.55 lakhs in 2021-22
to Rs. 18.79 lakhs in 2022-23; (iii) decrease in processing charges from Rs. 7.78 lakhs in 2021-22 to Rs. 5.64
lakhs in 2022-23 due to reduction of loans by repayment. These were partially offset by an increase in (i) interest
on term loans from Rs. 52.03 lakhs in 2021-22 to Rs 89.20 lakhs in 2022-23 (ii) Interest on cash credit and
overdraft from Rs 1.75 lakhs in 2021-22 to Rs 12.11 lakhs in 2022-23.

Depreciation

The Depreciation and amortization expense for FY 2022-23 was Rs. 95.77 lakhs which is 1.11% of total income
as against Rs. 49.48 lakhs which is 0.72% of total income for FY 2021-22 due to addition of Rs. 142.97 lakhs of
fixed assets including intangible assets in FY 2022-23 to support the increased operational activities of the
business.

Profit before Tax

As a result of the foregoing, we recorded profit before tax of Rs. 456.68 in 2022-23, which was 5.27% of total
income, as compared to Rs. 191.88 which is 2.78% of total income in FY 2021-22. The increase in profit before
tax was primarily due to increased operations of the company resulting in increased revenue, as compared to
previous financial year.

Profit after Tax

Our profit for the period 2022-23, increased by 216.24 lakhs to Rs.335.02 lakhs in Fiscal 2023 from Rs.118.78
lakhs in Fiscal 2022, due to the following reasons:

a) Increase in revenue by Rs 1,733.50 lakhs in 2022-23.

b) Increase in employee benefit expenses by Rs 266.68 lakhs in 2022-23.

CASH FLOWS

The following table sets forth selected information from our statement of cash flows for the periods indicated:

251
 (Amount in Rs. Lakhs)
Particulars Sep 2024 2023-24 2022-23 2021-22
Net Cash Flows from / (used in) operating
(185.06) 15.34 592.58 (43.27)
activities (A)
Net Cash Flows from / (used in) investing
(33.88) (198.35) (528.14) (45.05)
activities (B)
Net Cash Flows from / (used in) financing
71.63 293.22 (409.25) 462.78
activities (C)
Net increase / (decrease) in cash and cash
(147.32) 110.21 (344.81) 374.46
equivalents (A+B+C)
Cash and Cash equivalent at the beginning of the
253.29 143.08 487.89 113.43
year
Cash and Cash equivalent at the end of the
105.98 253.29 143.08 487.89
year

Operating Activities

2023-24

Net cash generated from operating activities during Fiscal 2024 was Rs. 15.34 lakhs. While our profit before tax
was Rs. 518.31 lakhs, we had an operating profit before working capital changes of Rs. 763.42 lakhs, primarily
due to adjustments for Depreciation of Rs. 85.35 lakhs, Interest Expenses & Finance Cost of Rs. 161.21 lakhs,
Unrealized foreign currency gain of Rs. 3.74 lakhs and Interest income of Rs. 5.19 lakhs. Our adjustments for
working capital changes for Fiscal 2024 primarily consist of an increase in Trade Receivable of Rs. 322.80 lakhs,
increase in other non-current assets of Rs. 0.24 lakhs, increase in short term loans and Advances of Rs. 5.00 lakhs,
increase in other assets of Rs 686.62 lakhs, increase in trade payables of Rs. 113.92 lakhs, short term provisions
of Rs 31.04 lakhs, other current liabilities of Rs. 103.09 lakhs and decrease in Long Term Provisions of Rs.42.33
lakhs. Our net cash generated from Operating Activities was Rs. 15.34 lakhs after Income Tax refund of Rs. 60.86
lakhs.

2022-23

Net cash generated in operating activities during Fiscal 2023 was Rs. 592.58 lakhs. While our profit before tax
was Rs. 456.68 lakhs, we had an operating profit before working capital changes of Rs. 701.52 lakhs, primarily
due to adjustments for Depreciation of Rs. 95.77 lakh, Unrealized foreign currency gain of Rs. 14.84 Lakhs,
Interest Expenses & Finance Cost of Rs. 155.30 lakhs, and Interest income of Rs. 21.07 lakhs. Our adjustments
for working capital changes for Fiscal 2023 primarily consist of an increase in trade receivables of Rs. 352.19
lakhs, long term loans & advances of Rs. 90.00 lakhs, trade payables of Rs. 22.13 lakhs, long term provisions of
Rs 52.10 lakhs, and a decrease in other assets of Rs. 634.23 lakhs, short term provisions of Rs. 8.88 lakhs and
other current liabilities of Rs. 114.94 lakhs. Our net cash generated in Operating Activities was Rs. 592.58 lakhs
after Income Tax paid of Rs. 251.39 lakhs.

2021-22

Net cash used in operating activities during Fiscal 2022 was Rs. 43.27 lakhs. While our profit before tax was Rs.
191.88 lakhs, we had an operating profit before working capital changes of Rs. 392.55 lakhs, primarily due to
adjustments for Depreciation of Rs. 49.48 lakh, Unrealized foreign currency gain of Rs. 3.61 lakhs, Interest
Expenses & Finance Cost of Rs.159.44 lakhs, and Interest income of Rs. 11.86 lakhs.

Our adjustments for working capital changes for Fiscal 2022 primarily consist of an increase in trade receivables
of Rs. 547.92 lakhs, long term loans & advances of Rs. 100.08 lakhs, other non-current assets of Rs. 1.00 lakhs,
other assets of Rs. 799.29 lakhs, trade payables of Rs. 245.34 lakhs, short term provisions of Rs. 26.20 lakhs, long
term provisions of Rs 24.75 lakhs, and other current liabilities of Rs. 336.49 lakhs. Our net cash used in Operating
Activities was Rs. 43.27lakhs after Income Tax paid of Rs. 379.69 lakhs.

252
Investing activities

2023-24

Net cash used in investing activities was Rs. 198.35 lakhs in Fiscal 2024, primarily on account of Rs. 203.54 lakhs
used for purchase of Fixed Assets, which was partially offset by proceeds from interest & other income of Rs.
5.19 lakhs.

2022-23

Net cash used in investing activities was Rs. 528.14 lakhs in Fiscal 2023, primarily on account of Rs. 549.21 lakhs
used for purchase of Fixed Assets, which was partially offset by proceeds from interest & other income of Rs.
21.07 lakhs.

2021-22

Net cash used from investing activities was Rs. 45.05 lakhs in Fiscal 2022, primarily on account of Rs. 56.91
lakhs used for purchase of Fixed Assets, which was partially offset by proceeds from interest and other income
Rs. 11.86 Lakhs.

Financing Activities

2023-24

Net cash generated in financing activities in Fiscal 2024 was Rs. 293.22 lakhs, which primarily consists of Interest
& Finance Cost of Rs. 161.21 lakhs and repayments of long-term borrowings of amount Rs. 35.76 lakhs and
proceeds of short-term borrowings amounting to Rs. 490.19 lakhs.

2022-23

Net cash used from financing activities in Fiscal 2023 was Rs. 409.25 lakhs, which primarily consists of Interest
& Finance Cost of Rs. 155.30 lakhs, repayment of short-term borrowing of Rs. 168.68 lakhs and repayment of
long-term borrowings of Rs. 85.27 lakhs.

2021-22

Net cash generated from financing activities Fiscal 2022 was Rs. 462.78 lakhs, which primarily consists of
proceeds from short-term borrowing of Rs. 590.47 lakhs and proceeds from long-term borrowing of Rs. 31.75
lakhs, Interest & Finance Cost of Rs. 159.44 lakhs.

FINANCIAL INDEBTEDNESS

As on September 30, 2024, our Company has total outstanding of borrowings from banks and financial borrowings
aggregating to Rs. 1,431.68 Lakhs in the ordinary course of business.

RELATED PARTY TRANSACTIONS

Related party transactions involving our promoters, directors, their entities, and relatives primarily pertain to share
capital, remuneration, unsecured borrowings, and the purchase and sale of goods and services etc. For further
details of such related parties under AS-18, refer chapter titled “Restated Consolidated Financial Statements”
beginning on page 197.

253
CAPITAL EXPENDITURE IN LAST THREE YEARS

Our net capital expenditures include expenditures on tangible assets which primarily include Plant & Machinery,
furniture and fixtures, office equipment, vehicle, and computers. The following table sets out our net capital
expenditures for the period ended September 30, 2024, and for the financial year ended on March 31, 2024, March
31, 2023 and March 31, 2022.

(Amount in Rs. Lakhs)

For the period For the year ended March 31,
Particulars ended at Sep
2024 2023 2022
30, 2024
Office Equipments - 38.94 65.00 12.48
Furniture & Fixtures 1.74 17.44 2.83 0.43
Computers & other accessories 32.18 33.25 38.56 29.03
Vehicles - - 17.41 14.97
Intangible Asset - 513.67 19.18 -
Total 33.92 603.30 142.98 56.91

CONTINGENT LIABILITIES

As on the date of this Draft Prospectus, our Company has no contingent liability in the name of claims against the
company not acknowledged as debt – bank guarantee etc except mentioned below:
(Amount in Rs. Lakhs)
As at September As at March 31,
Particulars
30, 2024 2024 2023 2022
Estimated amount of contracts remaining
- - - -
to be executed and not provided for
Claims against the Company not
- - - -
acknowledged as debt
Bank Guarantees - - - -
Outstanding Tax Demand with Respect to
6.28 0.17 0.17 0.17
any Revenue Authorities*
* A contingent liability amounting to USD 3,760 pertains to Globiter USA LLC, a subsidiary of Globiter Infotech
Limited. This liability arises from a notice issued on November 11, 2024 for the tax period ending December 31,
2023, due to non-filing of returns within the prescribed timeline. The applicable USD to INR conversion rate on
November 11, 2024, is 1 USD = 84.38 INR.

QUALITATIVE DISCLOSURE ABOUT MARKET RISK

In the course of undertaking our business, we are exposed to the following risks arising from financial instruments,
which include credit risk, liquidity risk and market risk. Our primary focus is to achieve better predictability of
financial markets and seek to minimize potential adverse effects on our financial performance.

Credit Risk

Credit risk is the risk that a customer will fail to perform or fail to pay amounts due causing financial loss. Our
exposure to credit risk is influenced mainly by the individual characteristics of each customer and the geography
in which it operates. Credit risk is managed through credit approvals, regular follow-ups, and ongoing monitoring
of the creditworthiness of customers to whom our company extends credit terms in the normal course of business.

254
Liquidity Risk

Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with its financial
liabilities that are proposed to be settled by delivering cash or another financial asset. Our financial planning has
ensured, as far as possible, that there is sufficient liquidity to meet the liabilities whenever due, under both normal
and stressed conditions, without incurring unacceptable losses or risking damage to our reputation. We have
practiced financial diligence and syndicated adequate liquidity in all business scenarios.

Market Risk

Market risk is the risk that results in changes in market prices, such as foreign exchange rates, interest rates and
other price like equity prices, which will affect our income or the value of our holdings of financial instruments.

The company generates export revenue, which has a little impact on its forex risk. Therefore, foreign currency
risk is not material to the company.

Currently, our company’s interest rate exposure is mainly related to debt obligations outstanding.

Effect of Inflation

We are affected by inflation as it has an impact on the material cost, wages etc. in line with changing inflation
rates, we rework our margins so as to absorb the inflationary impact.

Details of default, if any, including therein the amount involved, duration of default and present status, in
repayment of statutory dues or repayment of debentures or repayment of deposits or repayment of loans
from any bank or financial institution

Except as disclosed in the chapter titled “Restated Consolidated Financial Statements” beginning on page 197,
there have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or
repayment of deposits and interest thereon or repayment of loans from any bank or financial institution and interest
thereon by the company.

INFORMATION REQUIRED AS PER ITEM (11) (II) (C) (iv) OF PART A OF SCHEDULE VI TO THE
SEBI REGULATIONS, 2018

Unusual or infrequent events or transactions

Except as described in this Draft Prospectus, there have been no transactions or events during the years under
review that, in our judgment, would be considered unusual or infrequent.

Significant economic changes that materially affected or are likely to affect income from continuing
operations.

Indian rules and regulations as well as the overall growth of Indian economy, have a significant bearing on our
operations. Major changes in these factors can significantly impact income from continuing operations.

Other than as described in the section titled 'Risk Factors' beginning on page 34, to the best of our knowledge,
there are no significant economic changes that materially affect or are likely to affect the income of our Company
from continuing operations.

Known trends or uncertainties that have had or are expected to have a material adverse impact on sales,
revenue, or income from continuing operations.

255
Apart from the risks as disclosed under the Chapter titled “Risk Factors” beginning on page 34, in our opinion,
there are no other known trends or uncertainties that have had or are expected to have a material adverse impact
on revenue or income from continuing operations.

Future changes in the relationship between costs and revenues.

Apart from the risks disclosed in the chapter titled 'Risk Factors' beginning on page 34, there are no known factors
that might affect the future relationship between cost and revenue. Our Company’s future costs and revenues will
be influenced by the demand-supply situation, technological advancements, innovation and research &
development, government policies, global market conditions, and the cost of our services

The extent to which services increase in net sales or revenue are due to quality of our service and increase in
number of customers.

Increase in revenue is by and large linked to increases in volume of business activity by the Company.

The extent to which material increases in net sales or revenue are attributable to increased sales volume,
the introduction of new products, or higher sales prices.

Increases in revenue are largely linked to the growth in the company’s projects and are dependent on the price
realization of our services.

Total turnover of each major industry segment in which the issuer company operated.

Relevant Industry data, as available, has been included in the section titled “Our Industry” beginning on page 126
of this Draft Prospectus.

Status of any publicly announced new products or business segments.

Otherwise as stated in the Draft Prospectus and in the section titled “Our Business” appearing on page 137, our
company has not publicly announced any new business segment till the date of this Draft Prospectus.

The extent to which business is seasonal.

Business of our company to that extent is not seasonal in nature. Hence, our business is not subject to seasonality
or cyclicality.

Any significant dependence on a single or few suppliers or customers.

Our business is substantially dependent on projects awarded by our clients to us. For further details, please refer
to “Risk factor No. 3 - We depend on certain key customers for our revenues. A decrease in the revenues we derive
from them could materially and adversely affect our business, results of operations, cash flows and financial
condition” on page 36.

The percentage of revenue from operations derived from our top clients is given below:

As on September Financial Year ended March 31,

Particulars
30, 2024 2024 2023 2022
Top 1 Customer (%) 56.74% 64.71% 61.20% 65.84%
Top 3 Customers (%) 74.37% 79.25% 73.56% 75.55%
Top 5 Customers (%) 80.68% 85.86% 80.31% 81.91%
Top 10 Customers (%) 88.47% 93.60% 91.11% 91.63%

256
The percentage of purchase material and stock in trade derived from our top suppliers is given below:

As on September Financial Year ended March 31,

Particulars
30, 2024 2024 2023 2022
Top 1 Supplier (%) 12.81% 12.87% 8.22% 5.52%
Top 3 Suppliers (%) 32.98% 32.17% 22.74% 12.01%
Top 5 Suppliers (%) 42.73% 43.78% 34.54% 16.17%
Top 10 Suppliers (%) 61.26% 63.96% 52.97% 23.93%

Competitive Conditions

We face competition from existing and potential organized and unorganized competitors, which is common for
any business. We have, over a period, developed certain competitive strengths which have been discussed in
section titled “Our Business” beginning on page 137 of this Draft Prospectus.

Material Frauds

There are no material frauds, as reported by our Statutory Auditor, committed against our Company, in the last
three Fiscals.

THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK

257
 FINANCIAL INDEBTEDNESS

Our Company has availed term loans in the ordinary course of business for meeting our working capital
requirement. Our Company has obtained the necessary consents required under the relevant loan documentation
for undertaking activities, including change in our capital structure and change in our Articles of Association and
Memorandum of Association. For details in relation to the borrowing powers of the Company, please see the
section entitled “Our Management – Borrowing Powers” on page 173.

Further, pursuant to special resolution passed in the Extra Ordinary General Meeting of our Company held on
November 04, 2024, the Board of directors has been authorised to borrow money in excess of the aggregate of the
paid-up share capital and free reserves of the Company, provided that the total amount borrowed and outstanding
at any point of time (apart from the temporary loans obtained from the Company’s bankers in the ordinary course
of business) shall not exceed the sums of Rs. 10,000 Lakhs.

Financial indebtedness of the Company as at September 30, 2024 are as mentioned below:

(Amount in Rs. Lakhs)

Outstanding
Date of Rate of
Sanctioned Tenor amount as of
Category of borrowing Sanction/Disburse Interest
Amount (in months) September 30,
ment (in %)
2024

Secured Borrowings

HDFC Bank Cash

450.00 04-08-2022 On demand 9.67% 253.06
Credit Facility

HDFC Bank Bill

600.00 04-08-2022 On demand 9.67% 383.74
Discounting Facility

HDFC Bank Vehicle 60

8.00 26-08-2022 8.30% 5.19
Loan (Amaze) Installments

HDFC Bank Vehicle 36

50.21 09-09-2020 7.70% 11.64
Loan (BMW) Installments

HDFC Bank Vehicle 60

12.00 01-09-2021 7.50% 5.34
Loan (KIA-SONET) Installments

Kotak Mahindra Prime 60

12.00 17-10-2022 8.50% 8.00
Ltd - (CAR-Alpha) Installments

Total Secured
666.98
Borrowings (A)

Unsecured Borrowings

Unsecured Loan from

- - - - -
Director

Fedbank Financial 36
30.00 21-06-2022 16.00% 9.71
Service Limited Installments

Fullerton India Credit 25

50.00 03-07-2023 16.00% 24.59
Company Limited Installments

258
 Outstanding
Date of Rate of
Sanctioned Tenor amount as of
Category of borrowing Sanction/Disburse Interest
Amount (in months) September 30,
ment (in %)
2024

24
Godrej Finance Limited 51.00 21-06-2024 16.50% 47.19
Installments

HDFC Bank - 36
51.00 08-07-2022 13.51% 16.30
131644489 Installments

36
ICICI Bank Limited 100.00 12-07-2023 15.00% 66.18
Installments

24
IDFC First Bank 50.00 29-06-2022 15.00% 16.20
Installments

36
IndusInd Bank 50.00 31-01-2022 15.50% 8.36
Installments

Kisetsu Saison Finance 36

60.00 21-08-2024 16.00% 58.59
India Private Limited Installments

Poonawalla Fincorp 36
50.32 11-07-2022 15.50% 17.73
Ltd. Installments

24
Shriram Finance Ltd 50.00 11-07-2023 16.00% 21.41
Installments

Standard Chartered 36
75.00 14-07-2023 15.50% 49.45
Bank Installments

36
Aditya Birla Loan 100.00 12-02-2024 16.00% 85.65
Installments

36
Bajaj Finance Limited 21.72 31-12-2020 17.50% 5.47
Installments

36
Chola Mandalam 35.00 15-06-2024 17.00% 33.67
Installments

36
L&T Finance Limited 35.00 31-01-2023 16.50% 5.62
Installments

36
L&T Finance Limited 50.08 31-08-2024 16.00% 50.08
Installments

OXYZO Financial 24
140.00 31-08-2024 16.00% 134.60
Services Limited Installments

36
Tata Capital Limited 75.00 29-07-2022 16.00% 18.04
Installments

36
Kotak Loan (CSG) 100.00 21-06-2024 16.50% 95.89
Installments

259
 Outstanding
Date of Rate of
Sanctioned Tenor amount as of
Category of borrowing Sanction/Disburse Interest
Amount (in months) September 30,
ment (in %)
2024

Total Unsecured
764.70
Borrowings (B)

Total Borrowing
1431.68
(A+B)

Principal terms of our Loan:

Our Company has availed a Cash Credit facility from HDFC Limited, which includes the below principal terms:

1. Purpose: The credit facilities sanction letter to the unit is to be utilized for the Business Use only

2. Interest payment: Monthly rests, unless otherwise specified. Interest needs to be serviced by the 3rd of every
month.

3. Fees & Charges:

S. No Fees/Charges Amount (Rs.)/Rate (%)

1. Processing Fees from customer 0.35
2. BB Renewal Fees 0.20

4. Primary Security: Personal Guarantee, Bills for Discounting, Stock, Debtors, Residential Property

5. Collateral Security: Letter of credit of other Bank, Personal Guarantee, Bills for Discounting

Property Details

S. Type of property Unit Market

Property description/Address Area
No (Residential/Commercial) Type Value
1. Residential Property Flat No
220, Second Floor Sector 78
Residential Flat/
Tower Manhattan 10, Mahagun 90169229.41 Sq.Feet 2,27,70,000
Apartment
Moderne 201305 Near Manthan
School.

6. Personal Guarantors:
• Rekha Shukla
• Rajiv Shukla

7. Other Covenants:

a) Interest Servicing- In case of a CC/OD facility, last day of every month.

Interest to be serviced within 3 days of the applicable due date even if the utilization is within the
sanctioned limits.

b) Interest Levy- Charged @ 18.00% p.a. on pverdue/delays/dedaults of any monies payable.

260
 c) Commitment Charges: Charged @0.05% p.a. on quarterly basis, on the entire unutilized portion, of
average utilization is less than 60% <Only for CC/OD facility>

d) Stock Statement: To be submitted monthly with ageing detail, on or before the 7 th day of the month.
<Only for CC facility>. The Book debts statements will not include receivables form sffiliates of the
borrower (including subsidiaries and employees.

e) Additional Interest levy: @ 2% p.a. additional interest levy over existing rate interest on account of:
(i) Maintaining Current Account with Other Bank while facility is granted under Sole Banking
(applicable where specific permission is not taken by the customer).
(ii) Deterioration in account conduct.

f) Penal Interest: 2% p.a. Penal interest levy over existing rate of interest for:
• Non-submission of documents for renewal of credit facilities.
• Non submission of Stock statement.
• Non submission of Stock and Property Insurance policy including renewal policy
• Non-compliance in documentation for the credit facility

g) Service Charges- for processing Physical Stock Statement: Rs. 500 for every physical stock statement
collected or submitted.

h) Stock Audit Charges:

For Sanctioned limits upto Rs. 5 Cr: Rs. 8,000/- plus taxes as applicable.

For Sanctioned limits above Rs. 5 Cr: Rs. 12,000/- plus taxes as applicable.

i) Conversion Charges (For revising rate of interest): @0.25% plus taxes as applicable on loan
outstanding in case of Term loan and on sanctioned amount for other Working Capital Facility (e.g. Cash
Credit/ Overdraft etc.) or Rs. 5,000 plus taxes as applicable, whichever is higher.

j) Cersai Charges for creation/modification of security interest on collateral securities: Rs. 100/- per
Collateral Security for each creation/modification of charges.

8. Restrictive Covenants:

a) Guarantors not to issue any Personal Guarantee for any other loans without prior written permission of
HDFC Bank except for Car Loans, Personal Loans, Home Loans, Educations Loans to be obtained for
self and family members.

b) Borrower shall not have any accounts with other Bank/Financial Institutions (for sole banking).

c) Borrower shall not divert any funds to any purpose and launch any new scheme of expansion without
prior permission of HDFC Bank.

d) Borrower is required to submit bank statements of other banks in the multiple banking
arrangement/consortium along with stock and book debts statements every month. (for multiple banking
arrangement/consortium).

e) Processing fees are not refundable once the loan has been sanctioned.

f) Credit Facilities are payable on demand and are subject to annual renewal. Renewal documents are to be
submitted 60 days prior to expiry of the limit as mentioned in the facility details above. Bank reserves the
right to charge an additional 2% interest rate on the outstanding amount in case the documents are not
submitted within the due date. This would be over and above any additional charge, if any, that may have

261
 been levied to the customer.

g) In case of takeover of facilities

• Failure to comply with the takeover formalities in respect of the facilities including creation and
perfection of security in favor of the Bank will constitute an event of default under the facility
documents executed by you with the Bank and the Bank shall be entitled to exercise all the rights
available on the occurrence of an event of default, including without limitation our right to recall/
withdraw the facilities and to take steps (such as legal proceedings, enforcement of security etc.) to
recover the amounts disbursed under the facilities
• The Borrower to submit No Charge on asset/No Dues/Satisfaction of charge certificate from the
existing Bank within 15 days of the first disbursement, failing which an additional interest of 2% on
the outstanding amount would be charged to the borrower.

h) In case of a failed takeover, Bank reserves the right to charge the Borrower 1% of the total limits
sanctioned as failed takeover charges.

i) Borrower is liable to be charged 4% of the total limits sanctioned in case the facilities are taken over by
another Bank during the tenor of the loan. For Term Loans it would be charged on Principal Outstanding
as on date.

j) The Bank will have the right to review its facilities in case of any change in the ownership of the Borrower
enterprise. The Borrower to immediately inform HDFC Bank with regard to changes in the shareholding
pattern, if any.

k) Nothing contained in this sanction letter should be deemed to create any right or obligation or interest
whatsoever in favour of or against any party and the Borrower shall be liable to execute appropriate loan
documents as required by the Bank.

l) The Borrower shall also maintain adequate insurance on these stocks which are customarily insured with
the name of the Bank as loss payee in all such policies and deliver to the Bank evidence of the same

Note: Pursuant to the certificate dated January 03, 2025, issued by Statutory & Peer Review Auditor of our
Company, Sri Prakash & Co., Chartered Accountants vide UDIN:25539219BMKHTJ3707.

THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK

262
 SECTION VII – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated below there are no outstanding (i) criminal proceedings involving our Company, Directors, or
Promoters and Subsidiaries (“Relevant Parties”); (ii) actions by statutory or regulatory authorities involving the
Relevant Parties; (iii) outstanding claims relating to direct and indirect taxes involving the Relevant Parties; and
(iv) other pending litigation involving the Relevant Parties as determined to be material by our Board pursuant to
the Materiality Policy (as disclosed herein below); or (v) litigation involving our Group Companies which has a
material impact on our Company. Further, except as stated in this section, there are no disciplinary actions
including penalties imposed by SEBI or stock exchanges against our Promoter in the last five Financial Years
including any outstanding action.

For the purposes of (iv) above in terms of the Materiality Policy adopted by a resolution of our Board dated
January 07, 2025, pending litigation 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 Rs. 5,00,000 and where the amount is not
quantifiable, such pending cases are material from the perspective of the Company’s business, operations,
prospects or reputation.

For the purposes of the above, pre-litigation notices received by the Relevant Parties from third parties (excluding
those notices issued by statutory or regulatory or taxation authorities or notices threatening criminal action) have
not and shall not, unless otherwise decided by our Board, be considered material until such time that any of the
Relevant Parties or the Group Company, as the case may be, is impleaded as a defendant in litigation before any
judicial or arbitral forum.

Further, in accordance with the Materiality Policy, our Company has considered such creditors ‘material’ to whom
the amount exceeding 5% of the total trade payables of the Company as on the latest reporting period of the
restated consolidated financial statements, were considered ‘material’ creditors i.e. Rs. 25.85 lakhs.

Unless stated to the contrary, the information provided below is as of the date of this Draft Prospectus. All terms
defined in a particular litigation disclosure below are for that particular litigation only.

LITIGATION INVOLVING OUR COMPANY

Litigation against our Company

A. Outstanding criminal proceedings

NIL

B. Actions initiated by regulatory or statutory authorities

NIL

C. Outstanding material civil litigation

NIL

Litigation by our Company

A. Outstanding criminal proceedings

NIL

263
B. Outstanding material civil litigation

NIL

LITIGATION INVOLVING OUR PROMOTERS

Litigation against our Promoters

A. Outstanding criminal proceedings

NIL

B. Actions initiated by regulatory or statutory authorities.

NIL

C. Outstanding material civil litigation

NIL

Litigation by our Promoters

A. Outstanding criminal proceedings

NIL

B. Outstanding material civil litigation

NIL

LITIGATION INVOLVING OUR DIRECTORS (OTHER THAN PROMOTERS)

Litigation against our Directors (other than Promoters)

A. Outstanding criminal proceedings

NIL

B. Actions initiated by regulatory or statutory authorities.

NIL

C. Outstanding material civil litigation

NIL

Litigation by our Directors (other than Promoters)

A. Outstanding criminal proceedings

NIL

264
B. Outstanding material civil litigation

NIL

LITIGATION INVOLVING OUR SUBSIDIARIES

Litigation against our Subsidiaries

A. Outstanding criminal proceedings

NIL

B. Actions initiated by regulatory or statutory authorities.

NIL

C. Outstanding material civil litigation

NIL

Litigation by our Subsidiaries

A. Outstanding criminal proceedings

NIL

B. Outstanding material civil litigation

NIL

LITIGATION INVOLVING OUR GROUP COMPANIES WHICH HAVE A MATERIAL IMPACT ON

OUR COMPANY

Litigation against our Group Companies

A. Outstanding criminal proceedings

NIL

B. Actions initiated by regulatory or statutory authorities.

NIL

C. Outstanding material civil litigation

NIL

Litigation by our Group Companies

A. Outstanding criminal proceedings

NIL

265
B. Outstanding material civil litigation

NIL

TAX PROCEEDINGS

COMPANY

Type of Proceedings Number of Cases Amount* (Rs. in Lakh)

Direct Tax 1 3.10**
Indirect Tax NIL NIL
Total 1 3.10
*To the extent quantifiable and ascertainable.
**The department has raised demand of Rs. 3.10 lakhs for TDS default in F.Y. 2023-24 on account of lower
deduction of tax in case of inoperative PAN. The Company is in the process of taking corrective actions for the
same.

PROMOTERS

Type of Proceedings Number of Cases Amount* (Rs. in Lakh)

Direct Tax 1 0.04
Indirect Tax NIL NIL
Total 1 0.04
*To the extent quantifiable and ascertainable.

DIRECTORS (OTHER THAN PROMOTERS)

Type of Proceedings Number of Cases Amount* (Rs. in Lakh)

Direct Tax 2 0.62
Indirect Tax NIL NIL
Total 2 0.62
*To the extent quantifiable and ascertainable.

SUBSIDIARIES

Type of Proceedings Number of Cases Amount* (Rs. in Lakh)

Direct Tax 1 3.17**
Indirect Tax NIL NIL
Total 1 3.17
*To the extent quantifiable and ascertainable.
**The amount of demand is $3,760 as per Notice CP162A dated November 11, 2024. The amount of demand in
INR, equivalent to Rs. 3.17 lakhs has been calculated based on the foreign exchange rate i.e. INR / 1 USD= 84.38
available on the RBI Portal as of November 11, 2024. Further, the Subsidiary Company has made a representation
to the Department of the Treasury, IRS to waive off the demand.

266
GROUP COMPANIES - WHICH HAVE A MATERIAL IMPACT ON OUR COMPANY

Type of Proceedings Number of Cases Amount* (Rs. in Lakh)

Direct Tax NIL NIL
Indirect Tax NIL NIL
Total NIL NIL
*To the extent quantifiable and ascertainable.

OUTSTANDING DUES TO CREDITORS

In accordance with our Company’s Materiality Policy, creditors to whom an amount exceeding 5% of the total
trade payables of the Company as on the latest reporting period of the restated consolidated financial statements,
were considered ‘material’ creditors i.e. Rs. 25.85 lakhs. Hence, as at September 30, 2024, the creditors having
value of Rs 25.85 lakhs or more will be considered as Material Creditors for period ended on September 30, 2024.
Based on this criterion, details of outstanding dues (trade payables) owed to micro, small and medium enterprises
(as defined under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006), material
creditors, as at September 30, 2024 by our Company, are set out below:

Number of Balance as on
S.
Particulars Material September 30, 2024
No
Creditors (Rs. in Lakhs)
1. Total Outstanding dues to Micro, Small & Medium 1 54.16
Enterprises
2. Total Outstanding dues to creditors other than Micro, Small 5 185.76
& Medium Enterprises
Total 6 239.92

MATERIAL DEVELOPMENTS

Except as stated in “Management’s Discussion and Analysis of Financial Condition and Results of Operation” on
page 237 of the Draft Prospectus, there have not arisen, since the date of the last financial statements disclosed in
this Draft Prospectus, any circumstances which materially and adversely affect or are likely to affect our
profitability taken as a whole or the value of our assets or our ability to pay our liabilities within the next 12
(Twelve) months.

THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK

267
 GOVERNMENT AND OTHER APPROVALS

Our Company can undertake this Offer on the basis of the list of material approvals provided below. Other than
as stated below, no further material approvals from any governmental or regulatory authority or any other entity
are required to undertake the Offer or continue the business activities of our Company. In the event that any of
the approvals and licenses that are required for our business operations expire in the ordinary course of business,
we make applications for their renewal from time to time. For details in connection with the regulatory and legal
framework within which our Company operates, see the section “Key Regulations and Policies” on page 154.

Various licenses/ approvals/ permissions are in the name of Globtier Infotech Private Limited. The Company is
taking necessary steps to get the same in the name of Globtier Infotech Limited in due course. See “Risk Factor
No.- 13 - We are required to maintain certain licenses, approvals, registrations, consents and permits in the
ordinary course of business. Failure to obtain the requisite approvals result in non-compliance and therefore,
affect our business operations, financial condition, result of operations and prospects” on page 42.

The following are the details of licenses, registrations, consents, permissions, and approvals obtained by the
Company under various Central and State Laws from the Government and various other Government agencies
required for carrying out its present business:

I. APPROVALS IN RELATION TO THE OFFER

For details regarding the approvals and authorizations obtained by our Company in relation to the Offer,
refer to the section titled “Other Regulatory and Statutory Disclosures - Authority for the Offer” on page
274.

II. APPROVALS OBTAINED BY OUR COMPANY IN RELATION TO OUR BUSINESS AND

OPERATIONS

A. Incorporation Related Approvals

Nature of
S. Registration/Lice Applicable Issuing Date of Date of
Registration/
No. nse No. Law Authority Issue Expiry
License
1. Certificate of U72900DL2012P Companies Registrar of March 31, Valid till
Incorporation TC233826 Act, 1956 Companies, 2012 cancelled
as ‘Globtier National
Infotech Capital of
Private Delhi and
Limited’ Haryana

2. Certificate of U72900UP2012P Companies Registrar of February Valid till

Incorporation TC142156 Act, 2013 Companies, 19, 2021 cancelled
as ‘Globtier Kanpur
Infotech
Private
Limited’
3. Certificate of U72900UP2012P Companies Central September Valid till
Incorporation LC142156 Act, 2013 Processing 18, 2024 cancelled
as ‘Globtier Centre
Infotech
Limited’

268
B. Taxation Related Approvals

S. Nature of Registration/License Applicable Issuing Date of

No. Registration/License No. Laws Authority Expiry
1. Permanent Account AAECG6809Q Income Tax Act, Income Tax Valid till
Number (PAN) 1961 Department cancelled
2. Tax Deduction Account MRTG03643D Income Tax Act, Income Tax Valid till
Number (TAN) 1961 Department cancelled
3. Certificate of 09AAECG6809Q1ZW Central Goods Government of Valid till
Registration of goods and and Services Tax India cancelled
services tax (Uttar Act, 2017
Pradesh)
4. Certificate of 29AAECG6809Q1ZU Central Goods Government of Valid till
Registration of goods and and Services Tax India cancelled
services tax (Karnataka) Act, 2017
5. Certificate of 27321544594P Maharashtra Maharashtra Valid till
Registration under the State Tax on Sales Tax cancelled
Maharashtra State Tax on Professions, Department
Professions, Trades, Trades, Callings
Callings and and
Employment Act, 1975 Employment
Act, 1975
6. Registration under the 10-132-PE-07086 Town Revenue Valid till
Town Panchayats, Panchayats, Department, cancelled
Municipalities and Municipalities Greater Chennai
Municipal Corporations and Municipal Corporation
(Collection Corporations
of tax on professions, (Collection
trades, callings and of tax on
Employments) Rules, professions,
1999 trades, callings
and
Employments)
Rules, 1999
7. Certificate of 398335901 Karnataka State Commercial Valid till
Registration under the Tax on Taxes cancelled
Karnataka Tax on Professions, Department,
Professions, Trades, Trades, Callings Karnataka
Callings and and
Employment Act, 1976 Employment
Act, 1976
8. Certificate of Enrolment 1023729975 Karnataka State Commercial Valid till
under the Karnataka Tax Tax on Taxes cancelled
on Professions, Trades, Professions, Department,
Callings and Trades, Callings Karnataka
Employment Act, 1976 and
Employment
Act, 1976

269
C. Labour Law Related & Other Approvals

S. Nature of Registration/License/ Issuing Date of

Applicable Laws
No. Registration/License Certificate No. Authority Expiry

Labour Law-Related Approvals

1. Registration under Establishment Code: Employees’ State Sub- Regional Valid till
Employees’ State 67000510810001001 Insurance Act, Office, cancelled
Insurance Corporation 1948 Employees’
State Insurance
Corporation
2. Registration under the Establishment Code: Employee Assistant Valid till
Employee Provident MRNOI0045932000 Provident Fund & Provident Fund cancelled
Fund Miscellaneous Commissioner,
Provisions Act, Sub-Regional
1952 Office,
Employees
Provident Fund
Organization
3. Registration under the Establishment Code: Maharashtra Maharashtra Valid till
Maharashtra Labour MUMUMG001140 Labour Welfare Labour Welfare cancelled
Welfare Fund Act, Fund Act, 1953 Board
1953
4. Registration under the Not Available# Karnataka Labour Karnataka Not
Karnataka Labour Welfare Fund Act, Labour Welfare Available #
Welfare Fund Act, 1965 Board
1965
5. Registration under the CHN/SHO-AND- Tamil Nadu Tamil Nadu Valid till
Tamil Nadu Labour COM-EST/2024/943 Labour Welfare Labour Welfare cancelled
Welfare Fund Act, Fund Act, 1972 Board
1972
6. Registration as a Shop/ UPSA10722072 Uttar Pradesh Labour March 31,
Commercial Shops and Department, 2026
Establishment with Establishments Uttar Pradesh
respect to its office at Act, 1962
Third Floor B-67,
CESL Building,
Sector-67, Noida
7. Registration as a TNCHEAIL22CHESE- Tamil Nadu Shops Tamil Nadu Valid till
Shop/Establishment 6-24-00012 and Labour cancelled
with respect to its Establishments Department
branch office at 35/36 Act, 1947
Bizhive, Railway
Border Road,
Kodambakkam Town.
Mambalam Taluk,
Chennai, District,
Tamil Nadu 600024

270
S. Nature of Registration/License/ Issuing Date of
Applicable Laws
No. Registration/License Certificate No. Authority Expiry
8. Registration as an 38-SJ-/S/0042/2022 Karnataka Shops Karnataka December
Establishment with and Department of 31, 2026
respect to its branch Establishments Labour
office at Cabin No. Act, 1961
260, 3rd Floor, K No.
661/3-1114/3,4,5, GB
Palya, Bengaluru,
560068
9. Registration as an 820367020 / PS The Maharashtra Chief Officer, Valid till
Establishment with Ward/COMMERCIAL Shops and Shop and cancelled
respect to its branch II Establishments Establishments
office at A321, Master (Regulation of
Mind 4, Royal Palms Employment and
Aarey Conditions of
Milk Colony, Service)
Goregaon East, Act, 2017
Mumbai - 400064
Other Approvals
1. Udyam Registration UDYAM-UP-28- Micro, Small and Ministry of Valid till
Certificate 0008038 Medium Micro, Small cancelled
Enterprises and Medium
Development Act, Enterprises,
2006 Government of
India

2. Certificate of Importer- 0513083600 Foreign Trade Additional Valid till

Exporter Code (IEC) (Development and Director General cancelled
Regulation) Act, of Foreign
1992 Trade, Central
Licensing Area,
Delhi

#
The Company is making payment of the contribution to the labour welfare fund and has account on government
portal; however, registration certificate is not available.

D. Certifications

S. Nature of Certification/Issuing Authority Registration/License/ Issuing Date of

No. Certificate No. Authority Expiry

Certifications
1. Certificate of Registration to certify the KDACI20241005 KVQA January
Information Security Management System Certification 04, 2027
of the Company to be in compliance with Services Pvt.
requirements of ISO/IEC 27001:2022 Ltd.

271
 S. Nature of Certification/Issuing Authority Registration/License/ Issuing Date of
No. Certificate No. Authority Expiry

2. Certificate of Registration to certify the KAEM202405004 KVQA May 01,

Environment Management System of the Certification 2025
Company to be in compliance with Services Pvt.
requirements of ISO/IEC 14001:2015 Ltd.
3. Certificate of Registration to certify the KAQM202405005 KVQA May 01,
Quality Management System of the Certification 2025
Company to be in compliance with Services Pvt.
requirements of ISO 9001:2015 Ltd.
4. Certificate of Registration to certify the ICI-IT-2406009 Intercert June 10,
Information Technology Service 2025
Management System of the Company to be
in compliance with requirements of ISO/IEC
20000-1:2018

E. Intellectual Property Related Approvals

Registration/License
S. Nature of Applicable Issuing
No./ Date of Status
No Registration/License Laws Authority
Agreement
1. Registration of Trademark 4725486 Registered Trademarks Registrar of
Act, 1999 Trademarks
GLOBTIER INFOTECH

Under Class 42
2. Registration of Trademark 4725485 Registered Trademarks Registrar of
Act, 1999 Trademarks

Under Class 42
3. Registration of Trademark 6791677 Formalities Trademarks Registrar of
Chk Pass Act, 1999 Trademarks

Under Class 42

Domain Name

The company has the domain name www.globtier.in, www.globtier.com, www.globtierinfotech.com,

www.globtierlabs.com, www.globtiermails.com, www.globtier.co.in registered under its name.

Note: Some of the approvals/Licenses/Registrations are in the name of Globtier Infotech Private Limited and the
Company is taking necessary steps to get the same in the name of Globtier Infotech Limited.

272
III. MATERIAL LICENSES/APPROVALS FOR WHICH OUR COMPANY HAS APPLIED FOR

S.
Nature of Registration/Approval Date of Application
No.
1. Certificate of Registration of goods and services tax (Chennai) November 22, 2024
2. Certificate of Registration of goods and services tax (Maharashtra) November 26, 2024
3. Certificate of Enrolment under the Maharashtra State Tax on Professions, December 13, 2024
Trades, Callings and Employment Act, 1975 - Application for change in name
and address

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273
 OTHER REGULATORY AND STATUTORY DISCLOSURES

AUTHORITY FOR THE OFFER

Corporate Approvals

• Our Board of Directors have passed a resolution in relation to the Offer and other related matters vide a
resolution passed by Board of Directors in the Board meeting held on December 10, 2024.

• Our Shareholders have passed a resolution in relation to the Offer vide a special resolution passed by
Shareholders at EGM held at a shorter notice on December 11, 2024.

• This Draft Prospectus was approved by our Board vide its resolution in its meeting dated January 07, 2025.

APPROVAL FROM THE SELLING SHAREHOLDER(S)

The Selling Shareholder has authorized and confirmed inclusion of its portion of the Offered Shares as part of the
Offer for Sale, as set out below:

Name of the Selling

Consent Letter dated No. of Equity Shares offered
Shareholder
Rekha Shukla December 21, 2024 5,00,800

The Selling Shareholder has confirmed that it has held the offered shares for a period of at least one year prior to
the date of filing of this Draft Prospectus and that it is in compliance with the SEBI ICDR Regulations and are
eligible for being offered in the Offer for sale.

IN-PRINCIPAL APPROVAL FROM THE STOCK EXCHANGE

Our Company has received in-principle approval from the SME platform of BSE Limited (“BSE SME”) for the
listing of our Equity Shares pursuant to the letter dated [●] bearing reference no. [●]. For the purpose of this Offer,
BSE SME is the Designated Stock Exchange.

PROHIBITION BY THE SEBI OR OTHER GOVERNMENTAL AUTHORITIES

Our Company, our Promoters, our Directors, the members of our Promoter Group, and the persons in control of
Promoters or our Company are not prohibited from accessing the capital markets or debarred from buying, selling
or dealing in securities under any order or direction passed by SEBI or any securities market regulator in any other
jurisdiction or any other authority/court.

Our Company, Promoters or Directors or the Selling Shareholder have neither been declared as Wilful Defaulters
or Fraudulent Borrowers by any bank or financial institution or consortium thereof in accordance with the
guidelines on wilful defaulters or fraudulent borrowers issued by the RBI

COMPLIANCE WITH THE SIGNIFICANT BENEFICIAL OWNERS RULES, 2018

Our Company, our Promoters and the members of the Promoter Group are in compliance with the Companies
(Significant Beneficial Owners) Rules, 2018 as amended from time to time, to the extent in force and applicable,
as on the date of this Draft Prospectus.

274
DIRECTORS ASSOCIATED WITH THE SECURITIES MARKET

We confirm that none of our Directors are, in any manner, associated with the securities market except for trading
on day-to-day basis for the purpose of investment and there is no outstanding action initiated by SEBI against any
of our directors in the five years preceding the date of this Draft Prospectus.

ELIGIBILITY FOR THE OFFER

Our Company is an Unlisted Issuer and is eligible for the Offer in accordance with Regulation 229(2) and other
provisions of Chapter IX of the SEBI (ICDR) Regulations, as we are an Issuer whose post- offer face value capital
will be more than Rs. 10 Crore but less than Rs. 25 Crore, and we propose to list the same on the Small and
Medium Enterprise Exchange (“SME Exchange”), in this case being the BSE SME. Further, our Company
satisfies track record and/or other eligibility conditions of BSE SME in the following manner:

• Our Company was incorporated on March 31, 2012 with the Registrar of Companies, National Capital of
Delhi and Haryana under the Companies Act, 1956 in India, hence is in existence for a minimum period of
3 years on the date of filing the Draft Prospectus and has a track record of more than 3 years with a track
record of operations for more than one full financial year and audited financial results for more than one
full financial year.

• As on the date of this Draft Prospectus, our Company has a total paid up capital of Rs. 1131.00 Lakhs and
the Company is proposing offer of 44,99,200 Equity Shares of Rs. 10/- each which would make the post-
offer capital Rs. 1580.92 Lakhs which is below Rs. 2500 Lakhs.

• Our Company has net tangible assets of Rs. 1302.33 Lakhs as on September 30, 2024 and Rs. 948.75 Lakhs
as on March 31, 2024 and which is more than Rs. 300.00 Lakhs, based on Restated Consolidated Financial
Statements;
(Rs. in Lakhs)
Particulars As on September 30, 2024 As on March 31, 2024
Total Assets 4,574.43 4,313.94
Less: Intangible Assets 425.21 507.14
Less: Current Liabilities 2,608.26 2,669.11
Less: Non-Current Liabilities 238.63 188.94
Net Tangible Assets 1,302.33 948.75

• The Company has operating profits (earnings before interest, depreciation and tax) from operations for at
least 2 financial years out of preceding three financial years and its net-worth as on September 30, 2024,
March 31, 2024, March 31, 2023 and March 31, 2022 is at least Rs. 100.00 Lakhs, based on Restated
Consolidated Financial Statements;
(Rs. in Lakhs)
For the period
For the year ended
ended on
Particulars
31 March 31 March 31 March 30 September
2022 2023 2024 2024
Operating profit (earnings before interest,
depreciation and tax and other income) 384.98 670.75 755.94 580.94
from operations
Net worth 747.28 1,082.30 1,455.89 1,727.54

• The Leverage ratio (Total Debts to Total Equity) of the Company as on March 31, 2024 was 0.87:1 which
less than the limit of 3:1.

275
 (Rs. in Lakhs)
For the period For the year For the year For the year
Particulars
ending 30-Sep-24 ending 31-Mar-24 ending 31-Mar-23 ending 31-Mar-22
Share Capital 377.00 377.00 377.00 377.00
Reserves and Surplus 1,350.54 1,078.89 705.30 370.28
Total Equity (I) 1,727.54 1,455.89 1,082.30 747.28
Long Term Borrowings 199.28 154.43 190.19 275.46
Short Term Borrowings 1,232.40 1,105.72 615.53 784.21
Total Debt (II) 1,431.68 1,260.15 805.72 1,059.67
Leverage Ratio (II/I) 0.83 0.87 0.74 1.42

• Our Company has not changed its name in the last one year, except for change in Company from a private
limited company to a public limited company.

• There is no regulatory action of suspension of trading against our Promoter(s) or companies promoted by
our Promoters by any stock exchange having nationwide trading terminals.

• Our Promoter(s) or Directors are not promoter(s) or directors (other than independent directors) of
compulsory delisted companies by the stock exchange and the applicability of consequences of compulsory
delisting is attracted or companies that are suspended from trading on account of non-compliance.

• Our Directors are not disqualified/ debarred by any of the regulatory authority.

• Our Company has no pending defaults in respect of payment of interest and/or principal to the debenture/
bond/ fixed deposit holders by our Company, Promoters or subsidiaries.

• The Company has facilitated trading in demat securities and has entered into an agreement with both the
depositories. Our Company has entered into an agreement with Central Depositary Services Limited
(CDSL) dated September 06, 2024 and National Securities Depository Limited (NSDL) dated August 23,
2024 for dematerialization of its Equity Shares proposed to be offered.

• The Equity Shares of our Company held by our Promoters are in dematerialised form.

• There has been no change in the Promoters of the Company in the preceding one year from date of filing
application to BSE for listing on SME Platform of BSE.

• No material regulatory or disciplinary action by a stock exchange or regulatory authority in the past three
years against the applicant Company.

• Our Company has a website: https://globtierinfotech.com/

• Company has not been referred to NCLT under IBC.

• There is no winding up petition against our Company, which has been admitted by the court

Notes

(1) 'Net worth' has been defined as the aggregate of the paid up share capital, share premium account, and
reserves and surplus (excluding revaluation reserve) as reduced by the aggregate of the miscellaneous
expenditure (to the extent not adjusted or written-off) and the debit balance of the profit and loss account.

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 (2) 'Net tangible assets' is defined as the sum of fixed assets (including capital work-in-progress and
excluding revaluation reserves and intangible assets), current assets less current liabilities (excluding
deferred tax liabilities) and long term liabilities.
(3) Our Company has included Rahul Shukla as promoter as per the requirement of Regulation 2(oo) of the
SEBI ICDR Regulations. Other promoters, Rajiv Shukla and Rekha Shukla continue as promoters.

Our Company is in compliance with the following conditions specified in Regulation 228 of the SEBI (ICDR)
Regulations:

(a). Neither our Company nor any of our Promoter(s), members of Promoter Group nor our Director(s) are
debarred from accessing the capital markets by SEBI;

(b). Neither our Promoter(s) nor any of our Director(s) is a Promoter or a Director of any other company which
is debarred from accessing the capital market by the SEBI;

(c). Neither our Company nor any of our Promoter(s) or Director(s) is wilful defaulter or fraudulent borrower;
and

(d). Neither our Promoters nor any of our Director(s) are a fugitive economic offender.

Our Company is in compliance with the following conditions specified in Regulation 230 of SEBI (ICDR)
Regulations:

(a). Our Company has made an application to SME Exchange for listing of its Equity Shares on such SME
Exchange and has chosen BSE SME as its Designated Stock Exchange in terms of Schedule XIX.

(b). Our Company has entered into a tripartite agreement with the depositories for facilitating trading in
dematerialized mode. Our Company has been allotted the ISIN Code: INE12P601017.

(c). The Equity Shares are fully paid and there are no partly paid-up Equity Shares as on the date of filing this
Draft Prospectus.

(d). All Equity Shares held by our Promoters are in dematerialized form.

(e). As the entire fund requirement is to be funded from the proceeds of the Fresh Issue, 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 amounts to be raised through the proposed Fresh Issue. The fund requirement and
deployment are based on internal management estimates and have not been appraised by any bank or
financial institution.

(f). The amount dedicated for general corporate purposes, as mentioned in “Objects of the Offer” on page 98,
does not exceed fifteen per cent (15%) of the amount being raised by our Company.

(g). The amount for general corporate purposes and such objects where our Company has not identified
acquisition or investment target, as mentioned in “Objects of the Offer” on page 98, does not exceed thirty-
five per cent (35%) of the amount being raised by our Company.

277
We confirm that:

(a). In accordance with Regulation 246 of the SEBI (ICDR) Regulations, SEBI has not issued any observations
on our Draft Prospectus. The Prospectus will be filed with the Registrar of Companies, Kanpur. Also, we
shall ensure that our Lead Manager submits the copy of Prospectus along with a Due Diligence Certificate
as per Form A of Schedule V to SEBI (ICDR) Regulations including additional confirmations as required
by SEBI at the time of submission of the Prospectus with SEBI in Form G of Schedule V to SEBI (ICDR)
Regulations. In accordance with sub-regulation (5) of Regulation 246 of SEBI (ICDR) Regulations, a soft
copy of the Draft Prospectus shall be submitted to SEBI.

(b). The face value of Equity Shares of Our Company is Rs.10/- (Ten only) for each Equity Share. As detailed
in the chapter “Capital Structure” on page 85.

(c). Price of the Equity Shares is not less than the face value of the Equity Shares. For further details pertaining
to pricing of Equity Shares please refer to “Capital Structure” on page 85.

(d). In accordance with Regulation 260 of the SEBI (ICDR) Regulations, this Offer has been hundred percent
(100%) underwritten and that the Lead Manager to the offer has underwritten more than fifteen per cent
(15%) of the total Offer size. For further details pertaining to said underwriting please refer to “General
Information – Underwriter” on page 75.

(e). In accordance with Regulation 261 of the SEBI ICDR Regulations, the Lead Manager will ensure
compulsory market making for a minimum period of three (3) years from the date of listing of Equity
Shares offered in the Offer. For further details of the market making arrangement see the chapter titled
“General Information” beginning on page 75.

(f). In accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, our Company shall ensure that the
total number of proposed allottees in the Offer is greater than or equal to fifty (50), otherwise, the entire
application money will be refunded forthwith. If the Equity Shares are not allotted and/or the application
monies are not refunded or unblocked within four (4) days, our Company shall pay interest at the rate of
15% per annum from expiry of four (4) days.

(g). The post- offer paid up capital of our Company will be Rs. 1580.92 Lakhs. For further information refer
to the chapter “Capital Structure” beginning on page 85.

(h). Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).

(i). There is no winding up petition against the Company which has been admitted by the court or a liquidator
has not been appointed.

(j). We confirm that no material regulatory or disciplinary action by a stock exchange or regulatory authority
has been taken in the past three years against our Company.

(k). We confirm that nothing in this Draft Prospectus is contrary to the provisions of Companies Act, 2013, the
Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the Securities and Exchange Board of India
Act, 1992 (15 of 1992) and the rules and regulations made thereunder.

(l). We confirm that Lead Manager i.e., Shannon Advisors Private Limited are not associates as defined under
the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 of our Company.

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We further confirm that we shall be complying with all the other requirements as laid down for such an Offer
under Chapter IX of SEBI (ICDR) Regulations, as amended from time to time and subsequent circulars and
guidelines issued by SEBI and the Stock Exchange/s.

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 Offer. Further, our Company has not been formed by the conversion of a
partnership firm into a company.

DISCLAIMER CLAUSE OF THE SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT PROSPECTUS TO

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 OFFER IS
PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR
OPINIONS EXPRESSED IN THIS DRAFT PROSPECTUS. THE LM, BEING, SHANNON ADVISORS
PRIVATE LIMITED, HAS CERTIFIED THAT THE DISCLOSURES MADE IN THIS DRAFT
PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018. THIS REQUIREMENT IS TO FACILITATE INVESTORS
TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED
OFFER.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE OUR COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS DRAFT PROSPECTUS, THE LEAD MANAGER IS EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LM HAS
FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED JANUARY 07, 2025 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 DRAFT PROSPECTUS DOES NOT, HOWEVER, ABSOLVE OUR COMPANY
FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT
OF OBTAINING SUCH STATUTORY AND/OR OTHER CLEARANCES AS MAY BE REQUIRED FOR
THE PURPOSE OF THE OFFER. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY
POINT OF TIME, WITH THE LEAD MANAGER, ANY IRREGULARITIES OR LAPSES IN THIS
DRAFT PROSPECTUS.

Note:

All legal requirements pertaining to the Offer will be complied with at the time of registering the Draft Prospectus
with the RoC in terms of Section 32 of the Companies Act, 2013. All legal requirements pertaining to the Offer
will be complied with at the time of registration of the Prospectus with the RoC in terms of Sections 26, 30, 32,
33(1) and 33(2) of the Companies Act, 2013.

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DISCLAIMER CLAUSE OF BSE LIMITED

As required, a copy of this Offer Document has been submitted to BSE Limited (“BSE”). BSE has given vide its
letter Ref.: [●] dated [●], permission to the Issuer to use its name in this Offer Document as one of the stock
exchanges on which this Issuer’s securities are proposed to be listed. The Exchange has scrutinized this Draft
Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this
Issuer. It is to be distinctly understood that the aforesaid permission given by BSE should not in any way be
deemed or construed that the Offer Document has been cleared or approved by BSE; nor does it in any manner
warrant, certify or endorse the correctness or completeness of any of the contents of this Offer Document; nor
does it warrant that this Issuer’s securities will be listed or will continue to be listed on the Stock Exchange; nor
does it take any responsibility for the financial or other soundness of this Issuer, its Promoters, its management or
any scheme or project of this Issuer.

Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Designated Stock
Exchange 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 any
other reason whatsoever.

DISCLAIMER FROM OUR COMPANY, OUR DIRECTORS, SELLING SHAREHOLDER AND THE
LEAD MANAGER

Our Company, the Directors, the Selling Shareholder, and the Lead Manager accept no responsibility for
statements made otherwise than in this Draft 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.globtierinfotech.com, would be doing so at his or her own risk.

The Lead Manager accepts no responsibility, save to the limited extent as provided in the Offer Agreement dated
December 26, 2024 entered into between the Lead Manager, our Company and the Selling Shareholder and the
Underwriting Agreement dated December 26, 2024 entered into between the Underwriters, the Selling
Shareholder and our Company and the Market Making Agreement dated December 26, 2024 entered into among
the Lead Manager, the Market Maker and our Company.

All information shall be made available by our Company, the Selling Shareholder 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, including at road show presentations, in research or sales reports, at collection
centres or elsewhere.

None among our Company or the Selling Shareholder 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 Applications Amount in the
ASBA Account on receipt of instructions from the Sponsor Bank on account of any errors, omissions or non-
compliance by various parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in
the UPI Mechanism. Applicants will be required to confirm and will be deemed to have represented to our
Company, the Selling Shareholder, Underwriters and their respective directors, officers, agents, affiliates, and
representatives that they are
eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and
will not offer, allot, sell, pledge, or transfer the Equity Shares to any person who is not eligible under any applicable
laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. Our Company, the Selling
Shareholder 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 the Equity Shares.

280
The Lead Manager and its associates and affiliates may engage in transactions with and perform services for our
Company and our respective affiliates or associates or third parties in the ordinary course of business and have
engaged, or may in the future engage, in commercial banking and investment banking transactions with our
Company and our respective affiliates or associates or third parties, for which they have received, and may in the
future receive, compensation.

DISCLAIMER IN RESPECT OF JURISDICTION

Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in New Delhi only.

The Offer is being made in India to persons resident in India (including Indian nationals resident in India) who
are competent to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies
registered under the applicable laws in India and authorised to invest in shares, Indian Mutual Funds registered
with the SEBI, VCFs, AIFs, public financial institutions, scheduled commercial banks, state industrial
development corporation, permitted national investment funds, NBFC-SIs, Indian financial institutions,
commercial banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under applicable
trust law and who are authorised under their constitution to hold and invest in shares, permitted insurance
companies and pension funds, insurance funds set up and managed by the army and navy and insurance funds set
up and managed by the Department of Posts, India) and permitted Non-Residents including FPIs and Eligible
NRIs, AIFs and other eligible foreign investors, if any, provided that they are eligible under all applicable laws
and regulations to acquire and hold the Equity Shares.

No action has been or will be taken to permit a public offering in any jurisdiction where action would be required
for that purpose, except that the Draft Prospectus will be registered with the RoC. Accordingly, the Equity Shares
represented hereby may not be offered or sold, directly or indirectly, and the Draft Prospectus may not be
distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction.
Neither the delivery of the Draft Prospectus, nor any offer or sale hereunder, shall, under any circumstances, create
any implication that there has been no change in the affairs of our Company from 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.

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
(“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 under 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 outside the United States in compliance
with Regulation S of the 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, to any 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

281
transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable
laws and legislations in each jurisdiction, including India.

LISTING

An application shall be made to BSE SME (i.e. SME Platform of BSE Limited) for obtaining permission for
listing of the Equity Shares being offered and sold in the Offer on SME Platform of BSE Limited after the
allotment in the Offer. BSE SME is the Designated Stock Exchange, with which the Basis of Allotment will be
finalized for the Offer.

If the permission to deal in and for an official quotation of the Equity Shares on the SME Platform of BSE Limited,
our Company will forthwith repay, without interest, all monies received from the applicants in pursuance of the
Draft Prospectus. The allotment letters shall be offered or application money shall be refunded / unblocked within
four (4) days from the closure of the Offer or such lesser time as may be specified by SEBI or else the application
money shall be refunded to the applicants forthwith, failing which interest shall be due to be paid to the applicants
at the rate of fifteen per cent (15%) per annum for the delayed period as prescribed under Companies Act, 2013,
the SEBI (ICDR) Regulations and other applicable law. Any expense incurred by our Company on behalf of any
of the Selling Shareholder with regard to interest on such refunds will be reimbursed by such Selling Shareholder
in proportion to its respective portion the Issued Shares.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at SME Platform of BSE Limited are taken within six (6) Working Days of the Offer
Closing Date.

The Company has obtained approval from BSE Limited vide letter dated [●] to use the name of BSE Limited in
this Draft Prospectus for listing of equity shares on SME Platform of BSE Limited.

CONSENTS

Consents in writing of the Director(s), the Promoter, the Selling Shareholder, Chief Financial Officer, the
Company Secretary & Compliance Officer, the Statutory Auditor, the Banker to the Company, the Lead Manager,
Registrar to the Offer, Banker to the Offer, Sponsor Bank, Refund Banker, Legal Advisor to the Company,
Underwriter to the offer, Market Maker to the Offer and Share Escrow Agent to act in their respective capacities,
will be obtained and filed along with a copy of the Prospectus with the RoC, as required under Sections 26, 28
and 32 of the Companies Act, 2013. Further, such consents have not been withdrawn as on the date of this Draft
Prospectus.

EXPERT OPINIONS

Except the report of the Statutory Auditor on Statement of Tax Benefits and Report on Restated Consolidated
Financial Statements for the period ended September 30, 2024 and financial years ended March 31, 2024, 2023
and 2021 as included in this Draft Prospectus, our Company has not obtained any expert opinion. However, the
term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.

PARTICULARS REGARDING PUBLIC OR RIGHTS ISSUES BY OUR COMPANY DURING THE

LAST FIVE YEARS

Our Company has not made any public or rights issue (as defined under the SEBI ICDR Regulations) during the
five years immediately preceding the date of this Draft Prospectus.

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UNDERWRITING COMMISSION, BROKERAGE AND SELLING COMMISSION PAID ON
PREVIOUS OFFERS OF THE EQUITY SHARES IN THE LAST FIVE YEARS

Since this is the initial public offer of Equity Shares, no sum has been paid or is payable as commission or
brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in since
incorporation.

PARTICULARS REGARDING PUBLIC OR RIGHTS ISSUES BY LISTED GROUP COMPANIES,

SUBSIDIARIES AND ASSOCIATE IN THE LAST THREE YEARS

Neither our Company, any of our Group Companies, Subsidiaries or Associate have undertaken any capital issue
or any public or rights issue in the last three years or listed or have made any application for listing on any stock
exchange in India or overseas, preceding date of filing this Draft Prospectus.

For further information refer to the chapter “Capital Structure” beginning on page 85.

OUTSTANDING DEBENTURES, BONDS, REDEEMABLE PREFERENCE SHARES AND OTHER

INSTRUMENTS ISSUED BY THE COMPANY

The Company has no outstanding debentures or bonds. The Company has not issued any redeemable preference
shares or other instruments in the past.

PERFORMANCE VIS-À-VIS OBJECTS

Particulars regarding public or rights issue by our Company during the last five years and performance
vis-à-vis objects

Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations, and this Offer is an “Initial Public
Offering” in terms of the SEBI (ICDR) Regulations. Our Company has not made any public or rights issue (as
defined under the SEBI ICDR Regulations) during the five years preceding the date of this Draft Prospectus.
Therefore, data regarding promise versus performance is not applicable to us.

PRICE INFORMATION OF PAST ISSUES HANDLED BY THE LEAD MANAGERS

Shannon Advisors Private Limited, our Lead Manager, has been issued a certificate of registration dated July 18,
2024 by SEBI as Merchant Banker Category 1 with registration no. INM000013174. For details regarding the
track record of the Lead Manager to the Offer as specified in Circular reference CIR/MIRSD/1/ 2012 dated
January 10, 2012 issued by the SEBI, please see the website of Shannon Advisors Private Limited –
www.shannon.co.in.

STOCK MARKET DATA OF EQUITY SHARES

Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations, and this Offer is an “Initial
Public Offering” in terms of the SEBI (ICDR) Regulations. Thus, there is no stock market data available for the
Equity Shares of our Company.

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MECHANISM FOR INVESTOR GRIEVANCES AND REDRESSAL SYSTEM

The Company has appointed Skyline Financial Services Private Limited as the Registrar to the Offer, to handle
the investor grievances in co-ordination with the Compliance Officer of the Company. All grievances relating to
the present Offer may be addressed to the Registrar with a copy to the Compliance Officer, giving full details such
as name, address of the applicant, UPI ID (if applicable), 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 Offer, namely, Skyline Financial Services Private Limited, will handle investor’s
grievances pertaining to the Offer. A fortnightly status report of the complaints received and redressed by them
would be forwarded to the Company. The Company would also be co-coordinating with the Registrar to the Offer
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 where the Application Form was submitted by the Applicant. We estimate that the average
time required by us or the Registrar to the Offer 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.

Our Company has constituted Stakeholders Relationship Committee in the meeting of our Board of Director(s).
For further details on the Committees, please refer to the section titled “Our Management” beginning on page
173.

Our Company has appointed Vani Aggarwal as the Company Secretary and Compliance Officer to redress
the complaints, if any, of the investors participating in the Offer. For contact details for our Compliance
Officer, please refer to “General Information – Company Secretary and Compliance Officer” on page 75.

Investors can contact the Compliance Officer or the Registrar to the Offer in case of any pre- offer or post- offer
related problems such as non-receipt of letters of Allotment, credit of allotted Equity Shares in the respective
beneficiary account or refund orders, etc. Pursuant to the press release PR. No. 85/2011 dated June 08, 2011, SEBI
has launched a centralized web-based complaints redress system “SCORES”. This would enable investors to lodge
and follow up their complaints and track the status of redressal of such complaints from anywhere. For more
details, investors are requested to visit the website www.scores.gov.in

STATUS OF INVESTOR COMPLAINTS

We confirm that we have not received any investor complaint during the three (3) years preceding the date of this
Draft Prospectus and hence there are no pending investor complaints as on the date of this Draft Prospectus.

DISPOSAL OF INVESTOR GRIEVANCES BY LISTED SUBSIDIARY COMPANIES

As on the date of filing this Draft Prospectus, our Company does not have any group companies listed on any
stock exchange, so disclosure regarding mechanism for disposal of redressal of investor grievances for any group
companies is not applicable.

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DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY

Our Company estimates that the average time required by our Company or the Registrar to the Offer, for the
redressal of routine investor grievances shall 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, our Company will seek
to redress these complaints as expeditiously as possible.

IMPERSONATION

Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the
Companies Act, 2013 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, 2013, includes frauds involving an amount of at
least Rs. 10,00,000/- or one per cent. of the turnover of the Company, whichever is lower, imprisonment for a
term of not less than six (6) months extending up to ten (10) years (provided that where the fraud involves public
interest, such term shall not be less than three (3) years) and fine of an amount not less than the amount involved
in the fraud, extending up to three times of such amount. Where the fraud involves an amount less than Rs.
10,00,000/- (Rupees Ten lakhs only) or one per cent (1%) 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 (5) years or with fine which may extend to Rs. 50,00,000/- (Rupees Fifty lakhs
only) or with both.

EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY,

GRANTED BY SEBI

The Company has not sought any exemptions from complying with any provisions of securities laws granted by
SEBI.

THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK

285
 SECTION VIII – OFFER INFORMATION

TERMS OF THE OFFER

The Equity Shares being Offered 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 Draft
Prospectus, 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 Offer. The Equity Shares shall also be subject to laws as applicable, guidelines,
rules, notifications and regulations relating to the Offer of capital and listing and trading of securities issued
from time to time by SEBI, the Government of India, the Stock Exchange(s), the RBI, ROC and/or other
authorities, as in force on the date of the Offer 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 Offer.

THE OFFER
The present Public Offer consists of a Fresh Issue by our Company and an Offer for Sale by the Selling
Shareholder. Expenses for the Offer shall be shared amongst our Company and the Selling Shareholders in the
manner specified in “Objects of the Offer” on page 98 of this Draft Prospectus.

AUTHORITY FOR THE OFFER

The present Public Offer of up to 50,00,000 Equity Shares comprising of fresh issue of up to 44,99,200 Equity
Shares and Offer for Sale of up to 5,00,800 Equity Shares, which have been authorized by a resolution of the
Board of Directors of our Company at their meeting held on December 10, 2024 and was approved by the
Shareholders of the Company by passing Special Resolution at the Extraordinary General Meeting held at a
shorter notice on December 11, 2024 in accordance with the provisions of Section 62(1)(c) of the Companies Act,
2013.
The Offer for Sale has been authorized by the Selling Shareholder, as detailed below:

Name of Selling Shareholder Date of Consent Letter No. of Equity Shares Offered
Rekha Shukla December 21, 2024 5,00,800
RANKING OF EQUITY SHARES

The Equity Shares being offered shall be subject to the provisions of the Companies Act, our Memorandum and
Articles of Association, SEBI ICDR Regulations and shall rank pari-passu in all respects with the existing Equity
Shares of our Company including rights in respect of dividend. The Allottees, upon Allotment of Equity Shares
under this Offer, will be entitled to receive dividends and other corporate benefits, if any, declared by our
Company after the date of Allotment. For further details, please refer to section titled, ‘Main Provisions of Article
of Association’, beginning on page 325 of this Draft Prospectus.

MODE OF PAYMENT OF DIVIDEND

The declaration and payment of dividend will be as per the provisions of Companies Act, the Articles of
Association, the provision of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
any other rules, regulations or guidelines as may be issued by the Government of India in connection thereto. Any
dividends declared, after the date of Allotment (pursuant to the transfer of Equity Shares from the Offer for Sale),
will be payable to the Applicants who have been Allotted Equity Shares in the Offer, for the entire year, in
accordance with applicable law. For further details, please refer to chapter titled “Dividend Policy” and "Main
Provisions of Articles of Association” beginning on page 196 and 325 of the Draft Prospectus.

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FACE VALUE AND OFFER PRICE
The face value of each Equity Share is Rs. 10/- are being Offered in terms of the Prospectus at the price of Rs.
[●] per Equity Share (including premium of Rs. [●] per share). The Offer Price is determined by our Company
and the Selling Shareholder in consultation with the Lead Manager and is justified under section titled "Basis for
Offer Price” beginning on page 113 of this Draft Prospectus.
At any given point in time there shall be only one denomination of the Equity Shares of our Company, subject to
applicable laws.
COMPLIANCE WITH SEBI (ICDR) REGULATIONS
Our Company shall comply with all requirements of the SEBI (ICDR) Regulations, 2018.
COMPLIANCE WITH DISCLOSURE AND ACCOUNTING NORMS
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
RIGHTS OF THE EQUITY SHAREHOLDERS
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the equity shareholders
shall have the following rights:

• Right to receive dividend, if declared;

• Right to receive Annual Reports & notices to members;

• Right to attend general meetings and exercise voting rights, unless prohibited by law;

• Right to vote on a poll either in person or by proxy and e-voting, in accordance with the provisions of the
Companies Act;

• Right to receive offer for rights shares and be allotted bonus shares, if announced;
• Right to receive surplus on liquidation; subject to any statutory or preferential claims being satisfied;

• Right of free transferability of the Equity Shares, subject to applicable laws including any RBI rules and
regulations; and

• Such other rights, as may be available to a shareholder of a listed Public Limited Company under the
Companies Act, terms of the listing agreements with the Stock Exchange, the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the Memorandum and Articles of Association of our
Company.
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 Articles of Association” beginning on page 325 of this Draft Prospectus.
ALLOTMENT ONLY IN DEMATERIALISED FORM
Pursuant to Section 29 of the Companies Act, the Equity Shares shall be allotted only in dematerialised form. As
per SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form. In this context,
two agreements have been signed by our Company with the respective Depositories and the Registrar and Share
Transfer Agent to the Offer:
• Tripartite Agreement entered between the NSDL, our Company and Registrar to the Offer dated August 23,
2024.

• Tripartite Agreement entered between the CDSL, our Company and Registrar to the Offer dated September
06, 2024.
As per the provisions of the Depositories Act, 1996 & regulations made there under and Section 29(1) of the
Companies Act, 2013, the equity shares of an issuer shall be in dematerialized form i.e. not in the form of physical
certificates.

287
MINIMUM APPLICATION VALUE, MARKET LOT AND TRADING LOT
In accordance with SEBI ICDR Regulations the minimum application size in terms of number of specified
securities shall not be less than Rs. 1.00 Lakh per application.
The trading of the Equity Shares will happen in the minimum contract size of [●] Equity Shares and the same may
be modified by the BSE Limited from time to time by giving prior notice to investors at large. Allocation and
allotment of Equity Shares through this Offer will be done in multiples of [●] Equity Shares subject to a minimum
allotment of [●] Equity Shares to the successful Applicants in terms of the SEBI circular No.
CIR/MRD/DSA/06/2012 dated February 21, 2012.
MINIMUM NUMBER OF ALLOTTEES
The minimum number of allottees in the Offer shall be fifty (50) shareholders. In case, the number of prospective
allottees is less than fifty (50), no allotment will be made pursuant to this Offer and the amounts blocked in the
ASBA Account shall be unblocked forthwith.
JURISDICTION
Exclusive Jurisdiction for the purpose of this Offer is with the competent courts/authorities only in Delhi, 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 applications may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
NOMINATION FACILITY TO INVESTOR
In accordance with Section 72 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 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 the prescribed manner, 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 Agent of our Company.
In accordance with Section 72 of the Companies Act, 2013, 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:
• To register himself or herself as the holder of the Equity Shares; or
• 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 90 (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 Offer will be made only in dematerialized mode there is no need to
make a separate nomination with our Company. Nominations registered with the respective Depository Participant
of the Applicant would prevail. If the investors require changing the nomination, they are requested to inform
their respective Depository Participant.
JOINT HOLDERS
Where 2 (two) or more persons are registered as the holders of any Equity Shares, they will be deemed to hold
such Equity Shares as joint-holders with benefits of survivorship.

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OPTION TO RECEIVE EQUITY SHARES IN DEMATERIALIZED FORM
Allotment of Equity Shares to successful Applicants will only be in the dematerialized form. Applicants will not
have the option of Allotment of the Equity Shares in physical form. The Equity Shares on Allotment will be
traded only in the dematerialized segment of the Stock Exchange.
NEW FINANCIAL INSTRUMENTS

As on the date of this Draft Prospectus, there are no as bonds, debentures, outstanding warrants, new financial
instruments or any rights, etc, which would entitle the shareholders of our Company, including our Promoters, to
acquire or receive any Equity Shares after the Offer. Further, our Company is not issuing any new financial
instruments through this Offer
WITHDRAWAL OF THE OFFER
Our Company and the Selling Shareholder in consultation with the Lead Manager, reserve the right to not to
proceed with the Offer and the Selling Shareholder reserve the right not to proceed with the Offer for Sale, in
whole or in part thereof, to the extent of Offered Shares, at any time after the Offer Opening Date but before the
Board meeting for Allotment. In such an event, our Company would issue a public notice in the newspapers in
which the pre-Offer advertisements were published, within two (2) days of the Offer Closing Date or such other
time as may be prescribed by SEBI, providing reasons for not proceeding with the Offer. The Lead Manager,
through the Registrar to the Offer, shall notify the Banker to the Offer to unblock the bank accounts of the ASBA
Applicants within one (1) Working Day from the date of receipt of such notification. Our Company shall also
inform the same to the Stock Exchange on which Equity Shares are proposed to be listed. If the Offer is withdrawn
after the designated Date, amounts that have been credited to the Public Offer Account shall be transferred to the
Refund Account.
Notwithstanding the foregoing, this Offer is also subject to obtaining (i) the final listing and trading approvals of
the Stock Exchange, which our Company shall apply for after Allotment (ii) the final RoC approval of the
Prospectus after it is filed with the RoC. If our Company and the Selling Shareholder, in consultation with Lead
Manager withdraws the Offer after the Application / Offer Closing Date and thereafter determine that it will
proceed with the Offer of the Equity Shares, our Company shall file a fresh Draft Prospectus with Stock Exchange.
OFFER PROGRAM

Events Indicative Dates

Offer Opening Date [●]

Offer Closing Date [●]

Finalisation of Basis of Allotment with the Designated Stock Exchange (T+1) On or about [●]

Initiation of Allotment / Refunds / Unblocking of Funds * (T+2) On or about [●]

Credit of Equity Shares to demat account of the Allottees (T+2) On or about [●]

Commencement of trading of Equity Shares on the Stock Exchanges (T+3) On or about [●]

*
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 Offer Closing Date, the Applicants shall be compensated
at a uniform rate of Rs. 100 per day for the entire duration of delay exceeding four Working Days from the Offer
Closing Date by the intermediary responsible for causing such delay in unblocking. The Lead Manager shall, in
their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in
unblocking. For the avoidance of doubt, the provisions of the SEBI circular dated March 16, 2021, as amended
pursuant to SEBI circular dated June 2, 2021 shall be deemed to be incorporated in the agreements to be entered
into by and between the Company and the relevant intermediaries, to the extent applicable.

289
The above timetable is indicative and does not constitute any obligation on our Company or the Selling
Shareholders 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
Designated Stock Exchange are taken within 3 Working Days of the Offer Closing Date or such other time
as may be prescribed by SEBI, the timetable may change due to various factors, such as extension of the
Offer Period by our Company in consultation with the Lead Manager, or any delays in receiving the final
listing and trading approval from the Stock Exchange or delay in receipt of final certificates from SCSBs,
etc. The Commencement of trading of the Equity Shares will be entirely at the discretion of the Designated
Stock Exchange and in accordance with the applicable laws.
Application Forms and any revisions to the same will be accepted only between 10.00 a.m. to 5.00 p.m. (IST)
during the Offer Period (except for the Offer Closing Date). On the Offer Closing Date, the Application Forms
will be accepted only between 10.00 a.m. to 3.00 p.m. (IST) for Retail and Non-Retail Applicants. The time for
applying for Retail Individual Applicants on Offer Closing Date maybe extended in consultation with the Lead
Manager, RTA and the Designated Stock Exchange taking into account the total number of applications received
up to the closure of timings. 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).
On the Offer Closing Date, extension of time will be granted by the Designated Stock Exchange only for
uploading Bids received from Retail Individual Investors after taking into account the total number of
Applications received and as reported by the Lead Manager to the Stock Exchange.
The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the SCSB’s on
daily basis within 60 minutes of the Offer closure time from the Offer Opening Date till the Offer Closing Date
by obtaining the same from the Stock Exchange. The SCSB’s shall unblock such applications by the closing hours
of the Working Day.
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.
Due to the limitation of time available for uploading the Application Forms on the Offer Closing Date, Applicants
are advised to submit their applications one (1) day prior to the Offer Closing Date and, in any case, not later than
3.00 p.m. (IST) on the Offer Closing Date. Any time mentioned in this Draft Prospectus is Indian Standard Time.
Applicants are cautioned that, in the event a large number of Application Forms are received on the Offer Closing
Date, as is typically experienced in public Offer, some Application Forms may not get uploaded due to the lack
of sufficient time. Such Application Forms that cannot be uploaded will not be considered for allocation under
this Offer. Neither our Company nor the Lead Manager is liable for any failure in uploading the Application
Forms due to faults in any software/hardware system or otherwise.
In terms of Regulation 265 of SEBI ICDR Regulations, the Offer 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(1) of SEBI ICDR Regulations, except as otherwise provided in these regulations, the
Offer shall be kept open for at least three working days and not more than ten working days.
In terms of Regulation 266(3) of SEBI ICDR Regulations, in case of force majeure, banking strike or similar
circumstances, the issuer may, for reasons to be recorded in writing, extend the Offer period disclosed in the
Prospectus, for a minimum period of three (3) working days, subject to the Offer Period not exceeding ten (10)
working days.
In accordance with SEBI ICDR Regulations, QIBs and Non-Institutional Applicants are not allowed to withdraw
or lower the size of their Application (in terms of the quantity of the Equity Shares or the Application amount) at
any stage. Retail Individual Applicants can revise or withdraw their Application Forms prior to the Offer Closing
Date. Allocation to Retail Individual Applicants, in this Offer will be on a proportionate basis.

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In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical
Application Form, for a particular Applicant, the details as per the file received from 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-à-vis the data contained in the physical or electronic Application Form, for a particular ASBA Applicant,
the Registrar to the Offer shall ask the relevant SCSBs / RTAs / DPs / stock brokers, as the case may be, for the
rectified data.
MINIMUM SUBSCRIPTION
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 the Issuer does not receive the subscription
of 100% of the Offer through this Offer Document including devolvement of Underwriters, our Company shall
forthwith refund the entire subscription amount received within 15 days from the closure of the Offer, 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.
This Offer is not restricted to any minimum subscription level. In terms of Regulation 260 of the SEBI (ICDR)
Regulations, 2018, the Offer is 100% underwritten. For details of underwriting arrangement, kindly refer the
chapter titled “General Information - Underwriting” on page [⚫] of this Draft Prospectus. Further, in accordance
with Regulation 267 of the SEBI (ICDR) Regulations, 2018, the minimum application size in terms of number of
specified securities shall not be less than Rs. 1,00,000/- (Rupees One Lakh) per application.
ARRANGEMENTS FOR DISPOSAL OF ODD LOTS
The trading of the Equity Shares will happen in the minimum contract size of [●] equity 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 SME platform of BSE.
RESTRICTIONS, IF ANY ON TRANSFER AND TRANSMISSION OF EQUITY SHARES
Except for the lock-in of the pre- Offer capital of our Company as provided in “Capital Structure” beginning on
page 85 of this Draft Prospectus and 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
Articles of Association” beginning on page 325 of this Draft Prospectus.
The above information is given for the benefit of the Applicants. The Applicants are advised to make their own
enquiries about the limits applicable to them. Our Company, the Selling Shareholder and the Lead Manager do
not accept any responsibility for the completeness and accuracy of the information stated herein above. Our
Company and the Lead Manager are not liable to inform the investors of any amendments or modifications or
changes in applicable laws or regulations, which may occur after the date of the Draft 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.
MIGRATION TO MAIN BOARD

In accordance with the BSE Circular dated November 24, 2023, our Company will have to be mandatorily listed
and traded on the BSE SME for a minimum period of three 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 SME Platform on a later date subject to the following:

291
• If the Paid-up Capital of our Company is likely to increase above Rs. 2500 Lakhs by virtue of any further issue
of capital by way of rights issue, preferential issue, bonus issue 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), our Company shall apply to BSE Limited for listing of its shares on its Main Board subject to the
fulfilment of the eligibility criteria for listing of specified securities laid down by the Main Board.

OR

• If the Paid-up Capital of our company is more than Rs. 1000 Lakhs but below Rs. 2500 Lakhs, our Company
may still apply for migration to the Main Board and if the Company fulfils the eligible criteria for listing laid
by the Main Board and if the same 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.

MARKET MAKING

The shares offered through this Offer are proposed to be listed on the SME Platform of BSE Limited 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 the SME
Platform of BSE Limited. For further details of the market making arrangement please refer to section titled
“General Information” beginning on page 75 of this Draft Prospectus.

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 OFFER STRUCTURE

This Offer is being made in terms of Regulation 229(2) of Chapter IX of SEBI (ICDR) Regulations, 2018, as
amended from time to time, whereby, an issuer whose post Offer paid up capital is more than or equal to ten crore
rupees but less than twenty-five crore rupees, shall Offer equity shares to the public and propose to list the same
on the Small and Medium Enterprise Exchange (“SME Exchange”, in this case being the SME Platform of BSE
Limited). For further details regarding the salient features and terms of such an Offer, please refer chapter titled
“Terms of the Offer” and “Offer Procedure” on page 286 and 296 respectively of this Draft Prospectus.
FOLLOWING IS THE OFFER STRUCTURE

Initial Public Offer of upto 50,00,000 Equity Shares for cash at a Price of Rs [●]/- per Equity Share (including a
Share Premium of Rs. [●] per Equity share), aggregating upto Rs. [●] Lakhs, comprising of Fresh Issue of upto
44,99,200 Equity Shares for cash at a Price Rs. [●]/- per Equity Share aggregating to Rs. [●] Lakhs by our
Company and Offer for Sale of upto 5,00,800 Equity Shares aggregating upto Rs. [●] by the Selling Shareholder.
The Offer comprises a reservation of upto 2,51,200 equity Shares of Rs. 10/- each for subscription by the
designated Market Maker (“The Market Maker Reservation Portion”).
The Offer is being made through the Fixed Price Process.
The Face value of the Equity Shares is Rs. 10/- each.

Market Maker Reservation

Particulars of the Offer Net Offer to Public*
Portion
Number of Equity Shares Upto 47,48,800 Equity Shares Upto 2,51,200 Equity Shares
available for allocation (1)
Percentage of Offer Size 94.98% of Offer Size 5.02% of Offer Size
available for Allocation
Basis of Allotment Proportionate subject to minimum Firm Allotment
allotment of [●] Equity Shares and
further allotment in multiples of [●]
Equity Shares each.

For further details please refer to

"Offer Procedure - Basis of
Allotment” on page 296 of this
Draft Prospectus.
Mode of Application All the applicants shall make the application (Online or Physical) through
the ASBA Process only (including UPI mechanism for Retail Investors
using Syndicate ASBA).
Mode of Allotment Compulsorily in dematerialized form
Minimum Application Size For Other than Retail Individual Upto 2,51,200 Equity Shares
Investors:
Such number of Equity Shares in
multiples of [●], such that the
Application Value exceeds Rs.
2,00,000/-

For Retail Individuals Investors:

[●] Equity Shares

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 Market Maker Reservation
Particulars of the Offer Net Offer to Public*
Portion
Maximum Application For Other than Retails Individual Upto 2,51,200 Equity Shares
Size Investors:
Such number of Equity Shares in
multiples of [●] Equity Shares such
that the Application Size does not
exceed 47,48,800 Equity
Shares, subject to applicable limits
to the Applicant.

For Retail Individuals Investors:

Such number of Equity Shares in
multiples of [●] Equity Shares such
that the Application Value does not
exceed Rs. 2,00,000/-
Trading Lot [●] Equity Shares [●] Equity Shares, however the
market maker may accept odd lots,
if any, in the market as required
under the SEBI (ICDR)
Regulations, 2018.
Who can Apply (2) For Other than Retail Individual Market Maker
Investors:
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 (3) The entire Application Amount shall be blocked by the SCSBs in the bank
account of Applicants, or by the Sponsor Banks through UPI mechanism
(for RIIs using the UPI mechanism) at the time of the submission of the
Application Form.
Application Lot Size [●] Equity Share and in multiples of [●] Equity Shares thereafter

(1)
Since present Offer is a fixed price Offer, the allocation in the net offer to the public category in terms of
Regulation 253(2) of the SEBI (ICDR) Regulations, 2018 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.

294
 Explanation - For the purpose of sub-regulation (2), if the retail individual investor category is entitled to more
than fifty per cent of the Offer size on a proportionate basis, the retail individual investors shall be allocated
that higher percentage.

(2)
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.

(3)
In case of ASBA Applicants, the SCSB shall be authorised to block such funds in the bank account of the ASBA
Applicant (including retail applicants applying through UPI mechanism) that are specified in the Application
Form. SCSBs applying in the Offer must apply through an ASBA Account maintained with any other SCSB.
OFFER PROGRAMME

EVENT INDICATIVE DATE

OFFER OPENING DATE [●]
OFFER CLOSING DATE [●]

Applications and any revisions to the same will be accepted only between 10.00 a.m. to 5.00 p.m. (Indian Standard
Time) during the Offer Period at the Application Centers mentioned in the Application Form. On the Offer Closing
Date applications will be accepted only between 10.00 a.m. to 3.00 p.m. (Indian Standard Time).

Due to limitation of time available for uploading the application on the Offer Closing Date, Applicants are advised
to submit their applications one day prior to the Offer Closing Date and, in any case, not later than 3.00 p.m. IST
on the Offer Closing Date. Any time mentioned in this Draft Prospectus is IST. Applicants are cautioned that, in
the event a large number of applications are received on the Offer Closing Date, as is typically experienced in
public Offers, 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 this Offer.

Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holiday)

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295
 OFFER PROCEDURE

All Applicants should read the General Information Document, for Investing in public issues prepared and issued
in accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI
Circulars (the “General Information Document”) 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 websites of the
Stock Exchanges and the Lead Manager. Please refer to the relevant provisions of the General Information
Document which are applicable to the Offer, especially in relation to the process for Applications by UPI
Applicants through the UPI Mechanism. The investors should note that the details and process provided in the
General Information Document should be read along with this section.

Additionally, all Applicants may refer to the General Information Document for information, in addition to what
is stated herein, in relation to (i) category of investors eligible to participate in the Offer; (ii) maximum and
minimum Application size; (iii) allocation; (iv) payment instructions for ASBA Applicants; (v) issuance of
Confirmation of Allocation Note (“CAN”) and Allotment in the Offer; (vi) General instructions (limited to
instructions for completing the Application Form); (vii) designated date; (viii) disposal of Applications; (ix)
submission of Application Form; (x) other instructions (limited to joint applications in cases of individual,
multiple Applications and instances when an Application would be rejected on technical grounds); (xi) applicable
provisions of Companies Act, relating to punishment for fictitious Applications; (xii) mode of making refunds;
and (xiii) 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. SEBI vide the UPI Circulars, has
introduced an alternate payment mechanism using 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 RIBs 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”). Subsequently
however, SEBI vide its circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 extended the
timeline for implementation of UPI Phase II till March 31, 2020. However, given the prevailing uncertainty due
to the Covid- 19 pandemic, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020,
had decided to continue with the UPI Phase II till further notice. The final reduced timeline of T+3 days was
made effective using the UPI Mechanism for Applications by UPI Applicants (“UPI Phase III”) and modalities
of the implementation of UPI Phase III has been notified by SEBI vide its circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made effective on a voluntary basis for all issues
opening on or after September 1, 2023 and on a mandatory basis for all issues opening on or after December 1,
2023. The Offer will be undertaken pursuant to the processes and procedures under UPI Phase III on a mandatory
basis, subject to any circulars, or notification issued by the 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 by 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 issue and redressing investor grievances. This circular has come into
force for initial public issue opening on or after May 1, 2021, except as amended pursuant to SEBI circular
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023. Subsequently, vide the SEBI RTA Master Circular,

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consolidated the aforementioned circulars to the extent relevant for RTAs, and rescinded these circulars. The
provisions of these circulars are deemed to form part of this Draft Prospectus. Furthermore, pursuant to SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual Applicants in initial
public offerings (opening on or after May 1, 2022) whose Application sizes are up to Rs. 5,00,000 shall use
the UPI Mechanism. Subsequently, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May
30, 2022, Applications made using the ASBA facility in initial public offerings (opening on or after September 1,
2022) shall be processed only after Application monies are blocked in the bank accounts of investors (all
categories).

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Offer Closing Date, the Applicant shall be compensated
at a uniform rate of Rs. 100 per day for the entire duration of delay exceeding four (4) Working Days from the
Offer Closing Date by the intermediary responsible for causing such delay in unblocking. The Lead Manager
shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay
in unblocking. Further, investors shall be entitled to compensation in the manner specified in the SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as amended by SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, in case of delays in resolving investor grievances
in relation to blocking/unblocking of funds.

Our Company, the Selling Shareholders 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 Draft
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 this Draft Prospectus and the
Prospectus.

Further, the Company, the Selling Shareholders and the Lead Manager are not liable for any adverse occurrences
consequent to the implementation of the UPI Mechanism for Application in this Offer. Investors must ensure that
their PAN is linked with Aadhar and are in compliance with the notification by the Central Board of Direct Taxes
dated February 13, 2020 read with press release dated June 25, 2021 and September 17, 2021.

Applicants should note that the Equity Shares will be Allotted to all successful Applicants only in dematerialized
form. The Application Forms which do not have the details of the Applicants depository account, including DP
ID, Client ID, PAN and UPI ID, for UPI Applicants using the UPI Mechanism, shall be treated as incomplete
and will be rejected. However, they may get the Equity Share rematerialized subject to Allotment of the equity
shares in the Offer, subject to applicable laws.

PHASED IMPLEMENTATION OF UNIFIED PAYMENTS INTERFACE

SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia, equity shares
and convertibles by introducing an alternate payment mechanism using UPI. 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 ASBA) for Applications by UPI Applicants through
Designated 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 Circulars have
introduced the UPI Mechanism in three phases in the following manner:

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Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board
public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till
June 30, 2019. Under this phase, an Retail Individual Investor had the option to submit the ASBA Form with any
of the Designated Intermediary and use his/ her UPI ID for the purpose of blocking of funds. The time duration
from public issue closure to listing continued to be six Working Days.

Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of three
months or floating of five main board public issues, whichever is later. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 had extended the timeline for implementation
of UPI Phase II till March 31, 2020. Under this phase, submission of the ASBA Form by Retail Individual Investor
through Designated Intermediaries (other than SCSBs) 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 continued
to be six Working Days during this phase. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020
dated March 30, 2020 decided to continue Phase II of UPI with ASBA until further notice.

Phase III: This phase has become applicable on voluntary basis for all the issues opening on or after September
1, 2023 and on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing
number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“T+3 Notification”). In this phase, the
time duration from public issue closure to listing has been reduced to three Working Days. The Offer shall be
undertaken pursuant to the processes and procedures as notified in the T+3 Notification as applicable, subject to
any circulars, clarification or notification issued by the SEBI from time to time, including any circular,
clarification or notification which may be issued by SEBI.

Pursuant to the UPI Streamlining Circular, SEBI has set out specific requirements for redressal of investor
grievances for Applications that have been made through the UPI Mechanism. The requirements of the UPI
Streaming Circular include, appointment of a nodal officer by the SCSB and submission of their details to SEBI,
the requirement for SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement
for the Registrar to submit details of cancelled, withdrawn or deleted Applications, and the requirement for the
bank accounts of unsuccessful Applicants to be unblocked no later than one day from the date on which the Basis
of Allotment is finalised. Failure to unblock the accounts within the timeline would result in the SCSBs being
penalised under the relevant securities law. Additionally, if there is any delay in the redressal of investors’
complaints, the relevant SCSB as well as the post – issue Lead Manager will be required to compensate the
concerned investor.

The Offer will be made under UPI Phase III of the UPI Circular.

Our Company and the Selling Shareholders will be required to appoint one or more of the SCSBs as a Sponsor
Bank(s) to act as a conduit between the Stock Exchanges and NPCI in order to facilitate collection of requests
and / or payment instructions of the UPI Investors.

The processing fees may be released to the remitter banks (SCSBs) only after an Application is made by the
SCSBs to the Lead Manager with a copy to the Registrar, and such Application shall be made only after (i)
unblocking of Application amounts for each Application received by the SCSB has been fully completed, and (ii)
applicable compensation relating to investor complaints has been paid by the SCSB.

For further details, refer to the General Information Document available on the websites of the Stock Exchange
and the Lead Manager.

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FIXED PRICE OFFER PROCEDURE

The Offer 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 Offer is allocated for Retail Individual Investors and the balance
shall be issued 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 issued to the remaining investors including QIBs and NIIs and vice-versa subject to valid
Applications being received from them at or above the Offer 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 or above the Offer Price, allocation to all categories in the Net
Offer, 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, 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 Lead Manager 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 UPI 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. 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 Exchanges.

AVAILABILITY OF DRAFT PROSPECTUS, PROSPECTUS AND APPLICATION FORMS

Copies of the Application Form and the Abridged Prospectus will be available at the offices of the Lead Manager,
the Designated Intermediaries at Application 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 Offer Opening Date.

All Applicants shall mandatorily participate in the Offer only through the ASBA process. UPI Applicants are
mandatorily required to use the UPI Mechanism for submitting their Applications to Designated Intermediaries
and are allowed to use ASBA Process by way of ASBA Forms to submit their Applications directly to SCSBs.

UPI Applicants applying using the UPI Mechanism must provide the UPI ID in the relevant space provided in the
Application Form and the Application Form that does not contain the UPI ID are liable to be rejected.

ASBA Applicants (including Applicants using UPI Mechanism) must provide bank account details and
authorisation to block funds in their respective ASBA Accounts in the relevant space provided in the ASBA Form
and the ASBA Forms that do not contain such details are liable to be rejected or the UPI ID, as applicable, in the
relevant space provided in the ASBA Form. Applications made using third party bank account or using third party
linked bank account UPI ID are liable for rejection. UPI Applicants using the UPI Mechanism may also apply
through the mobile applications using the UPI handles as provided on the website of the SEBI.

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ASBA Applicants shall ensure that the Applications are made on ASBA Forms bearing the stamp of the
Designated Intermediary, submitted at the Applying Centres only (except in case of electronic ASBA Forms) and
the ASBA Forms not bearing such specified stamp are liable to be rejected. UPI Applicants using UPI Mechanism,
may submit their ASBA Forms, including details of their UPI IDs, with the Syndicate, Registered Brokers, RTAs
or CDPs. RIIs authorising an SCSB to block the Application Amount in the ASBA Account may submit their
ASBA Forms with the SCSBs. ASBA Applicants must ensure that the ASBA Account has sufficient credit
balance such that an amount equivalent to the full Application Amount can be blocked by the SCSB or the Sponsor
Bank, as applicable, at the time of submitting the Application

The prescribed colour of the Application Form for various categories is as follows:

Category Colour(1)
Resident Indians and Eligible NRIs applying on a non-repatriation basis [●]
Non-Residents and Eligible NRIs, FIIs, FVCIs, etc. applying on a repatriation basis [●]
(1)
Excluding electronic Application Form

Designated Intermediaries (other than SCSBs) after accepting application form submitted by UPI Applicants
(without using UPI for payment), NIIs and QIBs shall capture and upload the relevant details in the electronic
application 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 UPI Applicants using UPI mechanism, the Stock Exchanges shall share the Application details (including
UPI ID) with Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request
to UPI Applicants for blocking of funds. The Sponsor Bank shall initiate request for blocking of funds through
NPCI to UPI Applicants, 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
Application entered in the Stock Exchange application platform, and the liability to compensate UPI Applicants
(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 an Offer) 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
Offer. The Lead Manager shall also be required to obtain the audit trail from the Sponsor Banks and the Banker
to the Offer 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 and
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.

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 Offer, 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’)
4. A Depository Participant (“DP”) (whose name is mentioned on the website of the stock exchange as
eligible for this activity)

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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 application system of stock exchange will be done by:

For applications submitted After accepting the form, SCSB shall capture and upload the relevant details
by Investors to SCSBs: in the electronic application system as specified by the stock exchange
and may begin blocking funds available in the bank account specified in
the form, to the extent of the application money specified
For applications submitted by After accepting the Application Form, respective Intermediary shall capture
investors to intermediaries and upload the relevant details in the electronic application system of the
other than SCSBs: stock exchange. Post uploading, they shall forward a schedule as per
prescribed format along with the Application Forms to designated branches
of the respective SCSBs for blocking of funds within one day of closure of
Offer.
After accepting the Application Form, respective intermediary shall capture
For applications submitted by and upload the relevant application details, including UPI ID, in the
investors to intermediaries electronic application system of stock exchange. Stock exchange shall share
other than SCSBs with use of application details including the UPI ID with sponsor bank on a continuous
UPI for payment: basis, to enable sponsor bank to initiate mandate request on 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 application 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 ID/ 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 application 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.

ELECTRONIC REGISTRATION OF APPLICATIONS

The Designated Intermediary may register the Applications using the on-line facilities of the Stock Exchanges.
The Designated Intermediaries can also set up facilities for off-line electronic registration of Applications, subject
to the condition that they may subsequently upload the off-line data file into the on-line facilities for Offer on a
regular basis before the closure of the Offer.

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On the Offer Closing Date, the Designated Intermediaries may upload the Applications till such time as may be
permitted by the Stock Exchanges and as disclosed in the Prospectus.

Only Applications that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment.
The Designated Intermediaries are given till 1:00 pm on the next working day following the Offer Closing Date
to modify select fields uploaded in the Stock Exchange Platform during the Offer Period after which the Stock
Exchange(s) send the Application information to the Registrar to the Offer for further processing

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the “U.S. 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) 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 in the United States. Accordingly, the Equity
Shares are being offered and sold outside the United States in offshore transactions in compliance with
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.

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
Karta. Applications by HUFs would be considered at par with those from individuals;

3. 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;

4. Mutual Funds registered with SEBI;

5. 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 Offer;

6. 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);

7. FIIs 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;

8. Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;

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9. Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under
the non-Institutional investor’s category;

10. Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial
Development Corporations;

11. Foreign Venture Capital Investors registered with the SEBI;

12. 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;

13. Scientific and/ or Industrial Research Organizations authorized to invest in equity shares;

14. Insurance Companies registered with Insurance Regulatory and Development Authority, India;

15. Provident Funds with minimum corpus of Rs. 25 Crores and who are authorized under their constitution
to hold and invest in equity shares;

16. Pension Funds with minimum corpus of Rs. 25 Crores and who are authorized under their constitution to
hold and invest in equity shares;

17. 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;

18. Insurance funds set up and managed by army, navy or air force of the Union of India;

19. Multilateral and bilateral development financial institution;

20. Eligible QFIs;

21. Insurance funds set up and managed by army, navy or air force of the Union of India;

22. Insurance funds set up and managed by the Department of Posts, India;

23. Any other person eligible to apply in this Offer, under the laws, rules, regulations, guidelines and
policies applicable to them.

24. 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

PARTICIPATION BY ASSOCIATES/AFFILIATES OF LEAD MANAGER, PROMOTER,

PROMOTERS GROUP AND PERSONS RELATED TO PROMOTER/PROMOTERS GROUP

The Lead Manager shall not be allowed to purchase Equity Shares in this Offer in any manner, except towards
fulfilling their underwriting obligations. However, associates and affiliates of the Lead Manager may subscribe
to or purchase Equity Shares in the Offer, either in the QIB Portion or in Non Institutional Portion as may be
applicable to such Applicants. Such Applying and subscription may be on their own account or on behalf of their
clients. All categories of investors, including associates or affiliates of Lead Manager, shall be treated equally for
the purpose of allocation to be made on a proportionate basis.

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Neither (i) the Lead Manager or any associates of the Lead Manager, except Mutual Funds sponsored by entities
which are associates of the Lead Manager or insurance companies promoted by entities which are associate of
Lead Manager or AIFs sponsored by the entities which are associate of the Lead Manager or FPIs (other than
individuals, corporate bodies and family offices), sponsored by the entities which are associates of the Lead
Manager nor; (ii) any “person related to the Promoters and members of the Promoters Group” shall apply in the
Offer under the anchor investor portion, if any.

For the purposes of this section, a QIB who has any of the following rights shall be deemed to be a “person related
to the Promoters and members of the Promoters Group”: (a) rights under a shareholders’ agreement or voting
agreement entered into with the Promoters and members of the Promoters Group; (b) veto rights; or (c) right to
appoint any nominee director on our Board.

Our Promoters and members of our Promoters Group will not participate in the Offer.

MAXIMUM AND MINIMUM APPLICATION SIZE

For Retail Individual Investors

The Application must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter, so
as to ensure that the Application Price payable by the Applicant does not exceed Rs. 2,00,000. In case of revision
of Applications, the Retail Individual Investors have to ensure that the Application Price does not exceed Rs.
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 Rs. 2,00,000 and in multiples of [●] Equity Shares thereafter. An application cannot be submitted for
more than the Net Offer Size. However, the maximum Application by a QIB investor should not exceed the
investment limits prescribed for them by applicable laws. Under existing SEBI Regulations, a QIB Applicant
cannot withdraw its Application after the Offer 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 Rs. 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, Selling Shareholders 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 Draft 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.

WITHDRAWAL OF APPLICATIONS

1. RIIs can withdraw their applications until application / Offer Closing Date. In case a RII wishes to withdraw the
application during the Offer Period, the same can be done by submitting a request for the same to the concerned
Designated Intermediary who shall do the requisite, including unblocking of the funds by the SCSB in the
ASBA Account.

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2. The Registrar to the Offer shall give instruction to the SCSB for unblocking the ASBA Account on the
Designated Date. QIBs and NIIs can neither withdraw nor lower the size of their applications at any stage.

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 Offer in any manner except towards fulfilling their
underwriting obligations. However, associates and affiliates of the Lead Manager may subscribe to Equity Shares
in the Offer, either in the QIB Portion and Non-Institutional Portion where the allotment is on a proportionate
basis. The Promoters, 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 Offer.

APPLICATION BY MUTUAL FUNDS

With respect to Applications by Mutual Funds, a certified copy of their SEBI registration certificate must be
lodged along with the Application Form. Failing this, our Company in consultation with Lead Manager, reserves
the right to reject any Application, 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 the SEBI and such Applications in respect of more than one scheme of the Mutual Fund will not
be treated as multiple Applications provided that such Applications clearly indicate the scheme concerned for
which the Application is submitted.

No Mutual Fund scheme shall invest more than 10% of its net asset value in the Equity Shares or equity related
instruments of any single 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 UPI Applicants 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 UPI Applicants
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 Offer
through the UPI Mechanism are advised to enquire with the relevant bank where their account is UPI linked prior
to submitting their Application.

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Eligible NRIs applying on a repatriation basis are advised to use the Application Form meant for non-residents
([●] in colour).

Eligible NRIs applying on non-repatriation basis are advised to use the Application Form for residents. ([●] in
colour).

Participation by Eligible NRIs in the Offer 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 323 of this Draft
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- offer 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 Applications made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations is required to be attached to the Application Form, failing which our Company reserves the right to
reject any Application 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 Offer to ensure there is no breach of the investment limit, within the timelines
for Offer procedure, as prescribed by SEBI from time to time.

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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 Offer 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 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 Offer is advised to use the Application Form for non-residents.

Further, Applications received from FPIs bearing the same PAN will be treated as multiple Applications and are
liable to be rejected, except for Applications 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 Applications have been made with different beneficiary account
numbers, Client IDs and DP IDs. Accordingly, it should be noted that multiple Applications 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
Applications, FPIs making multiple Applications 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.

Participation of FPIs in the Offer shall be subject to the FEMA Rules

APPLICATION BY SEBI REGISTERED ALTERNATIVE INVESTMENT FUND (AIF), VENTURE

CAPITAL FUNDS (VCF) AND FOREIGN VENTURE CAPITAL INVESTORS (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.

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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 or FVCI. 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 their investible funds in one Investee Company. A
category III AIF cannot invest more than 10% of their investible funds in one Investee Company. A VCF
registered as a category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than one-third of its
investible funds 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 SEBI VCF Regulations until the existing fund or scheme managed by the fund is wound up and such fund
shall not launch any new scheme after the notification of the SEBI AIF Regulations.

All FIIs 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.

Participation of AIFs, VCFs and FVCIs shall be subject to the FEMA Rules

Our Company, Selling Shareholders 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 Lead Manager,
reserves the right to reject any Application, without assigning any reason thereof.

APPLICATIONS BY INSURANCE COMPANIES

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:

a. 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;

b. 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

c. 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.

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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.

*
The 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 Offer 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 Rs. 25 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 in consultation with the
Lead Manager 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 in consultation with the Lead Manager, 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

In case of Applications made by Systemically Important NBFCs registered with RBI, certified copies of: (i) the
certificate of registration issued by RBI, (ii) certified copy of its last audited financial statements on a standalone
basis and a net worth certificate from its statutory auditor, and (iii) such other approval as may be required by the
Systemically Important NBFCs, are required to 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. Systemically Important NBFCs participating in the Offer shall comply with all applicable regulations,
guidelines and circulars issued by RBI from time to time.

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The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.

APPLICATIONS BY SCSBS

SCSBs participating in the Offer 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, Selling Shareholders and
the Lead Manager are not liable for any amendments or modification or changes to applicable laws or regulations,
which may occur after the date of this Draft 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 this 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 Rs. 250 million (subject to applicable laws) and pension
funds with a minimum corpus of Rs. 250 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, must be lodged along with the Application Form. Failing
this, our Company in consultation with the Lead Manager, 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
Lead Manager, 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, subject to such terms and conditions that our Company
in consultation with the Lead Manager, may deem fit.

The above information is given for the benefit of the Applicants. Our Company, Selling Shareholders 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 Draft Prospectus. Applicants are advised to make their independent
investigations and ensure 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 regulation or as
specified in this Draft Prospectus or the Prospectus

In accordance with RBI regulations, OCBs cannot participate in the Offer.

OFFER 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.

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INFORMATION FOR THE APPLICANTS

In addition to the instructions provided to the Applicants in the General Information Document for Investing in
Public Issues, Applicants are requested to note the following additional information in relation to the Offer.

1. The Offer Period shall be for a minimum of three Working Days and shall not exceed ten working days.
The Offer Period may be extended, if required, by an additional three Working Days, subject to the total
Offer Period not exceeding ten Working Days

2. The relevant Designated Intermediary will enter each Application into the electronic applying system as a
separate Application and generate an acknowledgement slip (“Acknowledgement Slip”), for each price
and demand option and give the same to the Applicant. Therefore, an Applicant can receive up to three
Acknowledgement Slips for each Application Form. It is the Applicant’s responsibility to obtain the TRS
from the relevant Designated Intermediary. The registration of the Application by the Designated
Intermediary does not guarantee that the Equity Shares shall be allocated/ allotted. Such Acknowledgement
will be non-negotiable and by itself will not create any obligation of any kind. When an Applicant revises
his or her Application (in case of revision in the Price), he /she shall surrender the earlier
Acknowledgement Slip and may request for a revised TRS from the relevant Designated Intermediary as
proof of his or her having revised the previous Application.

3. In relation to electronic registration of Applications, the permission given by the Stock Exchanges to use
their network and software of the electronic applying 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 compliance with the statutory and other requirements, nor
does it take any responsibility for the financial or other soundness of our Company, the 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 Draft Prospectus or the Prospectus; nor does it warrant that the
Equity Shares will be listed or will continue to be listed on the Stock Exchanges.

4. In the event of an upward revision in the Price, Retail Individual Applicants could either (i) revise their
Application or (ii) shall make additional payment based on the revised Price (such that the total amount
i.e., original Application Amount plus additional payment does not exceed Rs. 200,000. The revised
Applications must be submitted to the same Designated Intermediary to whom the original Application
was submitted. If the total amount (i.e., the original Application Amount plus additional payment) exceeds
Rs. 200,000, the Applicant will be considered for allocation under the Non-Institutional Portion. If,
however, the Retail Individual Applicant does not either revise the Application or make additional payment
the number of Equity Shares applied for shall be adjusted downwards for the purpose of allocation, such
that no additional payment would be required from the Retail Individual Applicant and the Retail Individual
Applicant is deemed to have approved such revised Application.

5. In the event of a downward revision in the Price, Retail Individual Applicant may revise their Application;
otherwise, the excess amount paid at the time of Application would be unblocked after Allotment is
finalised.

6. Any revision of the Application shall be accompanied by instructions to block the incremental amount, if
any, to be paid on account of the upward revision of the Application.

The Applicants should note that in case the PAN, the DP ID and Client ID mentioned in the Application
Form and entered into the electronic system of the Stock Exchanges does not match with the PAN, DP ID
and Client ID available in the database of Depositories, the Application Form is liable to be rejected.

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GENERAL INSTRUCTIONS

Please note that QIBs and Non-Institutional Investors are not permitted to withdraw their Application(s) or lower
the size of their Application(s) (in terms of quantity of Equity Shares or the Application Amount) at any stage.
Retail Individual Applicants can revise their Application(s) during the Offer Period and withdraw their
Application(s) until Offer Closing Date.

Do’s:

1) Check if you are eligible to apply as per the terms of this Draft Prospectus and under applicable law, rules,
regulations, guidelines and approvals; All Applicants should submit their Applications through the ASBA
process only;

2) Ensure that you have apply within the Price Band

3) Read all the instructions carefully and complete the Application Form in the prescribed form;

4) Ensure that you have mentioned the correct ASBA Account number if you are not an UPI Applicants applying
using the UPI Mechanism in the Application Form and if you are an UPI Applicants using the UPI
Mechanism ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters
including the handle) in the Application Form;

5) Ensure that your Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Application Centre (except in case of electronic Applications) within the
prescribed time. UPI Applicants using UPI Mechanism, may submit their ASBA Forms with Syndicate
Members, Registered Brokers, RTAs or CDPs and should ensure that the ASBA Form contains the stamp of
such Designated Intermediary;

6) UPI Applicants applying in the Offer shall ensure that they use only their own ASBA Account or only their
own bank account linked UPI ID which is UPI 2.0 certified by NPCI (only for UPI Applicants using the UPI
Mechanism) to make an application in the Offer and not ASBA Account or bank account linked UPI ID of
any third party;

7) 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.

8) In case of joint Applications, ensure that first Applicant is the ASBA Account holder (or the UPI-linked bank
account holder, as the case may be) and the signature of the first Applicant is included in the Application
Form;

9) Ensure that you request for and receive a stamped acknowledgement counterfoil by specifying the application
number for all your Applications options as proof of registration of the Application Form for all your
Applications options from the concerned Designated Intermediary;

10) If the first Applicants is not the ASBA Account holder (or the UPI-linked bank account holder, as the case
may be), ensure that the Application Form is signed by the ASBA Account holder (or the UPI-linked bank
account holder, as the case may be;

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11) 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 the signature of the First Applicant is included in
the Application Forms. PAN of the First Applicant is required to be specified in case of joint Applications;

12) Ensure that you submit the revised Applications to the same Designated Intermediary, through whom the
original Application was placed and obtain a revised acknowledgment;

13) UPI Applicant not using the UPI Mechanism, should submit their Application Form directly with SCSBs and
not with any other Designated Intermediary;

14) 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 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;

15) 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;

16) Ensure that the correct investor category and the investor status is indicated in the Application Form;

17) Ensure that in case of Applications under power of attorney or by limited companies, corporate, trust etc.,
relevant documents are submitted;

18) Ensure that Applications submitted by any person outside India is in compliance with applicable foreign and
Indian laws;

19) Application by Eligible NRIs for a Amount of less than Rs. 2,00,000 would be considered under the Retail
Category for the purposes of allocation and Applications for a Amount exceeding Rs. 2,00,000 would be
considered under the Non-Institutional Category for allocation in the Offer;

20) Since the Allotment will be in dematerialised form only, ensure that the Applicant’s depository account is
active, the correct DP ID, Client ID, PAN and UPI ID, if applicable, are mentioned in their Application Form
and that the name of the Applicant, the DP ID, Client ID, PAN and UPI ID, if applicable, 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, PAN and UPI ID, if applicable, available in the Depository database;

21) In case of ASBA Applicants (other than UPI Applicants using UPI Mechanism), ensure that while Applying
through a Designated Intermediary, the ASBA Form is submitted to a Designated Intermediary in a Applying
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);

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22) 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 Offer Closing Date;

23) Ensure that when applying in the Offer using UPI, the name of your SCSB appears in the list of SCSBs
displayed on the SEBI website which are live on UPI. Further, also ensure that the name of the mobile
application and the UPI handle being used for making the Application in the Offer is also appearing in the
“list of mobile applications for using UPI in public issues” displayed on the SEBI website;

24) 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. Application, in case of UPI Applicants submitting their
Applications and participating in the Offer through the UPI Mechanism, ensure that you authorise the UPI
Mandate Request raised by the Sponsor Bank for blocking of funds equivalent to Offer Amount and
subsequent debit of funds in case of Allotment;

25) UPI Applicants 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
UPI Applicant shall be deemed to have verified the attachment containing the application details of the Retail
Individual Applicant 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;

26) However, Applications received from FPIs bearing the same PAN shall not be treated as multiple
Applications in the event such FPIs utilise the MIM Structure and such Applications have been made with
different beneficiary account numbers, Client IDs and DP IDs;

27) FPIs making MIM Applications using the same PAN, and different beneficiary account numbers, Client IDs
and DP IDs, are required to submit a confirmation that their Applications are under the MIM structure and
indicate the name of their investment managers in such confirmation which shall be submitted along with
each of their Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM
Applications shall be rejected;

28) UPI Applicant who wish to revise their Applications using the UPI Mechanism should submit the revised
Applications with the Designated Intermediaries, pursuant to which UPI Applicant should ensure acceptance
of the UPI Mandate Request received from the Sponsor Bank to authorize blocking of funds equivalent to
the revised Application Amount in the UPI Applicants ASBA Account and

29) Ensure that the Demographic Details are updated, true and correct in all respects

The Application Form was liable to be rejected if the above instructions, as applicable, were not complied with.
Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not
mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019
was liable to be rejected.

Don’ts:

1) Do not apply for lower than the minimum Application size;

2) Do not submit an Application using UPI ID, if you are not a RII;

3) Do not apply for an Amount exceeding Rs. 2, 00,000 (for Applications by Retail Individual Applicants).

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4) Do not pay the Application Amount in cheques, demand drafts or by cash, money order or 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 Apply at Cut-off Price (for Applications by QIBs and Non-Institutional Applicants);

7) Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;

8) Do not submit the Applications for an amount more than funds available in your ASBA account.

9) 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;

10) In case of ASBA Applicants, do not submit more than one ASBA Forms per ASBA Account;

11) If you are a Retail Individual Applicant and are using UPI Mechanism, do not submit more than one
Application Form for each UPI ID;

12) If you are a Retail Individual Applicant 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;

13) Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant
ASBA Forms or to our Company;

14) Do not Apply on an Application Form that does not have the stamp of the relevant Designated Intermediary;

15) Do not submit the General Index Register (GIR) number instead of the PAN;

16) Do not submit incorrect details of the DP ID, Client ID PAN and UPI ID, if applicable, or provide details for
a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer;

17) 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;

18) 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);

19) Do not submit an Application/revise an Offer Amount, with a price less than the Offer Price;

20) Do not submit your Apply after 3.00 pm on the Offer Closing Date;

21) If you are a QIB, do not submit your Application after 3:00 pm on the QIB Offer Closing Date;

22) Do not Apply on another ASBA Form after you have submitted an Application to any of the Designated
Intermediaries;

23) Do not Apply for Equity Shares in excess of what is specified for each category;

24) Do not fill up the Application Form such that the Equity Shares Application for exceeds the Offer 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 Draft
Prospectus;

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25) 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 Applicants. Retail
Individual Applicant can revise their Applications during the Offer Period and withdraw their Applications
on or before the Offer Closing Date;

26) Do not Apply, if you are an OCB;

27) 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 RIIs using the UPI Mechanism;

28) UPI Applicants applying through the UPI Mechanism using the incorrect UPI handle or using a bank account
of an SCSB or a bank which is not mentioned in the list provided in the SEBI website is liable to be rejected;

29) Do not submit an Application using UPI ID, if you are not a UPI Applicant; and

30) The Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.

Further, in case of any pre-offer or post offer related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors can reach out to our Company Secretary and Compliance Officer. For details of
our Company Secretary and Compliance Officer, see “General Information” on page 75 of this Draft Prospectus.

For helpline details of the Lead Manager pursuant to the SEBI/HO.CFD.DIL2/CIR/P/2021/2480/1/M dated
March 16, 2021, see “General Information - Lead Manager” on page 75 on this Daft Prospectus.

GROUNDS FOR TECHNICAL REJECTIONS

In addition to the grounds for rejection of Application on technical grounds as provided in the “General
Information Document for Investing in Public Offers” 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 which do not contain details of the Application Amount and the bank account or UPI ID (for
RIIs using the UPI Mechanism) details in the Application Form;

3. Applications submitted on plain paper;

4. Applications submitted by Retail Individual Applicants using the UPI Mechanism through an SCSBs and/or
using a mobile application or UPI handle, not listed on the website of SEBI;

5. Applications under the UPI linked Mechanism submitted by Retail Individual Applicants using third party
bank accounts or using a third party linked bank account UPI ID (subject to availability of information
regarding third party account from Sponsor Bank);

6. Application Form submitted to a Designated Intermediary does not bear the stamp of the Designated
Intermediary;

7. Application submitted without the signature of the First Applicant or sole Applicants;

8. The ASBA Form not being signed by the account holders, if the account holder is different from the Applicant;

9. ASBA Form by the RIIs by using third party bank accounts or using third party linked bank account UPI IDs;

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 10. 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;

11. GIR number furnished instead of PAN;

12. Application by Retail Individual Applicants with Application Amount for a value of more than Rs. 200,000

13. Applications by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals;

14. Applications accompanied by cheque(s), demand draft(s), stock invest, money order, postal order or cash;

15. Applications uploaded by Non-Institutional Applicants uploaded after 4.00 p.m. on the Offer Closing Date,
and Applications by Retail Individual Applicants uploaded after 5.00 p.m. on the Offer Closing Date, unless
extended by the Stock Exchanges; and

16. 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.

ISSUANCE OF A CAN AND ALLOTMENT IN THE OFFER

1. Upon approval of the basis of Allotment by the Designated Stock Exchange, the Lead Manager or Registrar to
the Offer shall send to the SCSBs a list of their Applicants who have been allocated Equity Shares in the Offer.

2. The Registrar will then dispatch a CAN to their Applicants who have been allocated Equity Shares in the Offer.
The dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the Applicant.

INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM

In addition to the instructions for completing the Application Form provided in the sub-section “General
Information Document for Investing in Public Offers – Applying in the Offer – Instructions for filing the
Application Form / Application Form” Applicants are requested to note the additional instructions provided
below.

1. Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the
Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate
under official seal. Applications must be in single name or in joint names (not more than three, and in the
same order as their Depository Participant details).

2. Applications must be made in a single name or in joint names (not more than three, and in the same order as
their details appear with the Depository Participant), and completed in full, in BLOCK LETTERS in
ENGLISH and in accordance with the instructions contained in the Prospectus and in the Application Form.

3. Applications on a repatriation basis shall be in the names of FIIs or FPIs but not in the names of minors,
OCBs, firms or partnerships and foreign nationals.

DESIGNATED DATE AND ALLOTMENT

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(a) Our Company will ensure that the Allotment and credit to the successful Applicants’ depositary account
will be completed within three Working Days, or such period as may be prescribed by SEBI, of the Offer
Closing Date or such other period as may be prescribed.

(b) Equity Shares will be issued and Allotment shall be made only in the dematerialised form to the Allottees.

(c) Allottees will have the option to re-materialise the Equity Shares so allotted as per the provisions of the
Companies Act, 2013 and the Depositories Act.

NAMES OF ENTITIES RESPONSIBLE FOR FINALISING THE BASIS OF ALLOTMENT IN A FAIR

AND PROPER MANNER

The authorised employees of the Designated Stock Exchange, along with the Lead Manager and the Registrar to
the Offer, shall ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the
procedure specified in SEBI ICDR Regulations.

DEPOSITORY ARRANGEMENTS

The Allotment of the Equity Shares in the Offer 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 Offer:
1. Agreement dated August 23, 2024 among NSDL, our Company and the Registrar to the Offer.
2. Agreement dated September 06, 2024 among CDSL, our Company and Registrar to the Offer.

METHOD OF ALLOTMENT AS MAY BE PRESCRIBED BY SEBI FROM TIME TO TIME

Our Company will not make any Allotment in excess of the Equity Shares through the Offer Document except in
case of over-subscription for the purpose of rounding off to make Allotment, in consultation with the Designated
Stock Exchange. Further, upon over-subscription, an Allotment of not more than ten per cent of the Offer may be
made for the purpose of making Allotment in minimum lots.

The Allotment of Equity Shares to Applicants other than to the Retail Individual Applicants shall be on a
proportionate basis within the respective investor categories and the number of securities allotted shall be rounded
off to the nearest integer, subject to minimum Allotment being equal to the minimum application size as
determined and disclosed.

The Allotment of Equity Shares to each Retail Individual Applicants shall not be less than the minimum
Application lot, subject to the availability of shares in Retail Individual Applicants portion, and the remaining
available Equity Shares, if any, shall be allotted on a proportionate basis.

PRE- OFFER ADVERTISEMENT

Subject to Section 30 of the Companies Act, our Company shall, after registering the Prospectus with the RoC,
publish a pre- offer advertisement, in the form prescribed by the SEBI Regulations, in one English language
national daily newspaper, one Hindi language national daily newspaper and one regional language daily
newspaper, each with wide circulation. In the pre- offer advertisement, we shall state the Offer Opening Date and
the Offer Closing Date. This advertisement, subject to the provisions of Section 30 of the Companies Act, 2013,
shall be in the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations.

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WITHDRAWAL OF APPLICATIONS

1. RIIs can withdraw their applications until Offer Closing Date. In case a RII wishes to withdraw the
application during the Offer Period, the same can be done by submitting a request for the same to the
concerned Designated Intermediary who shall do the requisite, including unblocking of the funds by the
SCSB in the ASBA Account.
2. The Registrar to the Offer shall give instruction to the SCSB for unblocking the ASBA Account on the
Designated Date. QIBs and NIIs can neither withdraw nor lower the size of their applications at any stage.

SIGNING OF THE UNDERWRITING AGREEMENT AND THE ROC FILING

a) Our Company, the Selling Shareholder and the Underwriters have entered into an Underwriting
Agreement dated December 26, 2024.
b) For terms of the Underwriting Agreement please see chapter titled “General Information” beginning from
page 75 of this Draft Prospectus.
c) We will file a copy of the Prospectus with the RoC in terms of Section 23, 26 and 28 and all other provisions
applicable as per Companies Act.

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 period 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.

INVESTOR GRIEVANCE

In case of any pre- offer or post- offer 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
75 of this Draft Prospectus.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding two Working Days from the Offer Closing Date, the Applicant shall be compensated
as per the UPI Circulars by the intermediary responsible for causing such delay in unblocking. The Lead Manager
shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay
in unblocking.

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UNDERTAKING BY OUR COMPANY

Our Company undertakes the following:

1. If our Company does not proceed with the Offer after the Offer Closing Date but before Allotment, then
the reason thereof shall be given as a public notice within two days of the Offer Closing Date. The public
notice shall be issued in the same newspapers where the pre-offer advertisements were published. The stock
exchanges on which the Equity Shares are proposed to be listed shall also be informed promptly;

2. That the complaints received in respect of the Offer shall be attended to by the Company expeditiously and
satisfactorily;

3. That 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 three Working
Days of the Offer Closing Date or such other period as may be prescribed;

4. If Allotment is not made within 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. That where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the Applicant within the time prescribed under applicable law, giving
details of the bank where refunds shall be credited along with the amount and expected date of electronic
credit for the refund;

6. That the Promoters’ contribution in full, if applicable, shall be brought in advance before the Offer opens
for subscription;

7. That funds required for making refunds to unsuccessful Applicants as per mode(s) disclosed shall be made
available to the Registrar to the Offer by the Company;

8. No further Offer of Equity Shares shall be made until the Equity Shares offered through the Prospectus are
listed or until the Application monies are unblocked in the ASBA Accounts on account of non-listing,
under-subscription etc.;

9. That if our Company withdraw the Offer after the Offer Closing Date, our Company shall be required to
file a fresh Offer document with the SEBI, in the event our Company subsequently decides to proceed with
the Offer;

10. That our Company shall comply with such disclosure and accounting norms as may be specified by SEBI
from time to time;

11. That the Allotment of securities/refund confirmation to Eligible NRIs shall be dispatched within specified
time;

12. That adequate arrangements shall be made to collect all Application Forms from Applicants; and

13. That our Company shall not have recourse to the Offer Proceeds until the final approval for listing and
trading of the Equity Shares from all the Stock Exchanges.

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UNDERTAKINGS BY SELLING SHAREHOLDERS

Only statements and undertakings which are specifically “confirmed” or “undertaken” by the Selling Shareholders
in this Draft Prospectus shall be deemed to be “statements and undertakings made by the Selling Shareholders”.
All other statements and/ or undertakings in this Draft Prospectus shall be statements and undertakings made by
our Company even if the same relates to the Selling Shareholders. The Selling Shareholders severally and not
jointly, specifically confirms and undertakes the following in respect of himself and the Equity Shares being
offered by it pursuant to the Offer for Sale:

1. that the Offered Shares are free and clear of any pre-emptive rights, liens, mortgages, charges, pledges or
encumbrances and are eligible to be a part of the Offer for Sale, in accordance with Regulation 8 of the SEBI
ICDR Regulations and shall continue to be in dematerialised form at the time of transfer;

2. that the portion of the offered Shares have been held by such Selling Shareholder for a minimum period of
one year prior to the date of filing this Draft Prospectus, such period determined in accordance with Regulation
26 (6) of the SEBI ICDR Regulations;

3. that they are the legal and beneficial owner of and have full title to the Offered Shares;

4. that they shall provide all support and cooperation as may be reasonably requested by our Company and the
Lead Manager to the extent such support and cooperation is in relation to its Offered Shares and in relation to
necessary formalities for listing and commencement of trading at the Stock Exchanges, the completion of the
Allotment and dispatch of the Allotment Advice and CAN, if required, and refund orders (as applicable) to
the requisite extent of the Offered Shares;

5. that the Selling Shareholders specifically confirms that they shall not have any recourse to the proceeds of the
Offer, until final listing and trading approvals have been received from the Stock Exchange;

6. that they shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or
services or otherwise to any Applicants for making an Application in the Offer, and shall not make any
payment, direct or indirect, in the nature of discounts, commission, allowance or otherwise to any person who
makes an Application in the Offer, except as permitted under applicable law;

7. that they shall not offer, lend, pledge, create lien, charge, encumber, sell, contract to sell or otherwise transfer
or dispose of, directly or indirectly, any of the Equity Shares offered in the Offer;

8. that they will provide such assistance as may be required by our Company and Lead Manager acting
reasonably, in redressal of such investor grievances that pertain to the Equity Shares being offered pursuant to
the Offer and statements specifically made or confirmed by it in relation to itself as a Selling Shareholders;

9. that they shall transfer the Offered Shares to an escrow demat account in accordance with the share escrow
agreement to be executed between the parties to such share escrow agreement; and

10. The Selling Shareholders has authorised the Compliance Officer of our Company and the Registrar to the
Offer to redress any complaints received from Applicants in respect of their Offered Shares.

UTILIZATION OF NET PROCEEDS

Our Company specifically confirms and declares that:

1. All monies received out of the Offer of specified securities to public shall be credited/ transferred to separate
bank account other than the bank account referred to in sub section (3) of Section 40 of the Companies Act,
2013.

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2. Details of all monies utilized out of the Offer referred to in sub-item(i) shall be disclosed and continue to be
disclosed till the time any part of the Fresh Offer proceeds remains un-utilised under an appropriate separate
head in the balance sheet of our Company indicating the purpose for which such monies have been utilised
and;

3. Details of all unutilized monies out of the Fresh Offer, if any shall be disclosed under the appropriate separate
head in the balance sheet indicating the form in which such unutilized 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 Offer Proceeds remains unutilised, under an appropriate head in the
balance sheet of our Company indicating the purpose for which such monies have been utilized.

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 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 Foreign Exchange Management Act, 1999 (“FEMA”). While the Industrial Policy, 1991 has prescribed
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 of India has from time to time made policy
pronouncements on foreign direct investment ("FDI") through press notes and press releases. The Department
for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, GoI, earlier known as
Department of Industrial Policy and Promotion ("DPIIT") has issued the Consolidated FDI Policy Circular of
2020 ("FDI Policy") by way of circular bearing number DPIIT file number 5(2)/2020-FDI Policy dated October
15, 2020, with effect from October 15, 2020, which consolidates and supersedes all previous press notes, press
releases and clarifications on FDI issued by DPIIT that were in force and effect 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 as per the FDI Policy
and transfer does not attract the provisions of the Takeover Regulations; (ii) the non-resident shareholding is
within the sectoral limits provided 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 Offer 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 (Non debt 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.

Foreign Investment of up to 100% is currently permitted under the automatic route for our Company.

As per the existing policy of the Government of India, OCBs cannot participate in this Offer.

Each Applicant should seek independent legal advice about its ability to participate in the offer.. 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 Offer
Period.

The Equity Shares offered in the offer have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (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 the

323
applicable state securities laws. Accordingly, the Equity Shares are 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) under Section 4(a) of the U.S. Securities Act, and (ii) outside the United
States in offshore transactions as defined in and in compliance with Regulation S under the U.S. Securities
Act and the applicable laws of the jurisdiction where those offers and sales are made. There will be no
public offering of Equity Shares in the United States.

The above information is given for the benefit of the Applicants. Our Company, the Selling Shareholder
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 Draft Prospectus. Applicants are advised to make their
independent investigations, seek independent legal advice about its ability to participate in the offer and
ensure that the number of Equity Shares applied for do not exceed the applicable limits under laws or
regulations.

For further details, see “Offer Procedure” beginning on page 296 of this Draft Prospectus.

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324
 SECTION IX – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

Sr. No. Particulars Article

1. No regulation contained in Table “F” in the First Schedule to Table F Applicability.
Companies Act, 2013 shall apply to this Company but the regulations
for the management of the Company and for the observance of the
Members there of 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.

Interpretation Clause

2. In the interpretation of these Articles the following expressions shall

have the following meanings unless repugnant to the subject or
context:

"The Act" means the Companies Act, 2013 and includes any statutory Act
modification or re-enactment thereof.

“These Articles" means Articles of Association for the time being in Articles
force or as may be altered from time to time vide Special Resolution.

“Auditors" means and includes those persons appointed as such for the Auditors
time being of the Company.

"Capital" means the share capital for the time being raised or Capital
authorized to be raised for the purpose of the Company.

“The Company” shall mean Globtier Infotech Limited The Company

“Executor” or “Administrator” means a person who has obtained a Executor

probate or letter of administration, as the case may be from a Court of
or Administrator
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.

"Legal Representative" means a person who in law represents the Legal Representative
estate of a deceased Member.

Words importing the masculine gender also include the feminine Gender
gender.

"In Writing" and “Written" includes printing lithography and other In Writing and Written
modes of representing or reproducing words in a visible form.

The marginal notes hereto shall not affect the construction thereof. Marginal notes

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Sr. No. Particulars Article
“Meeting” or “General Meeting” means a meeting of members. Meeting or General
Meeting

"Month" means a calendar month. Month

"Annual General Meeting" means a general meeting of the Members Annual General Meeting
held in accordance with the provision of section 96 of the Act.

"Extra-Ordinary General Meeting" means an Extraordinary General Extra-Ordinary General

Meeting of the Members duly called and constituted and any Meeting
adjourned holding thereof.

“National Holiday” means and includes a day declared as National National Holiday
Holiday by the Central Government.

“Non-retiring Directors” means a director not subject to retirement by Non-retiring Directors

rotation.

"Office” means the registered Office of the Company. Office

“Ordinary Resolution” and “Special Resolution” shall have the Ordinary and Special
meanings assigned thereto by Section 114 of the Act. Resolution

“Person" shall be deemed to include corporations and firms as well as Person

individuals.

“Proxy” means an instrument whereby any person is authorized to Proxy

vote for a member at General Meeting or Poll and includes attorney
duly constituted under the power of attorney.

“The Register of Members” means the Register of Members to be kept Register of Members
pursuant to Section 88(1) (a) of the Act.

Words importing the Singular number include where the context Singular number
admits or requires the plural number and vice versa.

The Statutes means the Companies Act, 2013 and every other Act for Statutes
the time being in force affecting the Company.

“These presents” means the Memorandum of Association and the These presents
Articles of Association as originally framed or as altered from time to
time.

“Variation” shall include abrogation; and “vary” shall include Variation

abrogate.

“Year” means the calendar year and “Financial Year” shall have the Year and Financial Year
meaning assigned thereto by Section 2(41) of the Act.

Save as aforesaid any words and expressions contained in these Expressions in the Act to
Articles shall bear the same meanings as in the Act or any statutory bear the same meaning in
modifications thereof for the time being in force. Articles

SHARE CAPITAL AND VARIATION OF RIGHTS

326
Sr. No. Particulars Article
3. The Authorized Share Capital of the Company shall be such amount Authorized Capital
as may be mentioned in Clause V of Memorandum of Association of
the Company from time to time.

4. The Company may in General Meeting from time to time by Ordinary Increase of capital by the
Resolution increase its capital by creation of new Shares which may Company how carried
be unclassified and may be classified at the time of issue in one or into effect
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 64 of the Act.

Further provided that the option or right to call of shares shall not be
given to any person except with the sanction of the Company in
general meeting.

5. Except so far as otherwise provided by the conditions of issue or by New Capital same as
these Presents, any capital raised by the creation of new Shares shall existing capital
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
instalments, forfeiture, lien, surrender, transfer and transmission,
voting and otherwise.

6. Subject to the provisions of Section 55 of the Act and in accordance Redeemable Preference
with these Articles, the Company shall have the power to issue Shares
preference shares, whether cumulative or non-cumulative, or
convertible or non-convertible, which are liable to be redeemed and
the resolution authorizing such issue shall prescribe the manner, terms
and conditions of redemption.

7. The holder of Preference Shares shall have a right to vote only on Voting rights of
Resolutions, which directly affect the rights attached to his Preference preference shares
Shares

8. On the issue of redeemable preference shares under the provisions of Provisions to apply on
Article 7 hereof, the following provisions-shall take effect: issue of Redeemable
Preference Shares
(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;

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Sr. No. Particulars Article
(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 55 of 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

9. The Company may (subject to the provisions of sections 52, 55, 66, Reduction of capital
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.

10. Any debentures, debenture-stock or other securities may be issued at Debentures

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.

11. The Company may exercise the powers of issuing sweat equity shares Issue of Sweat Equity
conferred by Section 54 of the Act of a class of shares already issued Shares
subject to such conditions as may be specified in that sections and
rules framed thereunder.

12. The Company may issue shares to Employees including its Directors ESOP
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.

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Sr. No. Particulars Article
13. Notwithstanding anything contained in these articles but subject to the Buy Back of shares
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.

14. Subject to the provisions of Section 61 of the Act, the Company in Consolidation, Sub-
general meeting may, from time to time, consolidate all or any of the Division and Cancellation
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.

15. Subject to compliance with applicable provision of the Act and rules Issue of Depository
framed thereunder the company shall have power to issue depository Receipts
receipts in any foreign country.

16. Subject to compliance with applicable provision of the Act and rules Issue of Securities
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.

MODIFICATION OF CLASS RIGHTS

17. If at any time the share capital, by reason of the issue of Preference Modification of rights
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.

18. The rights conferred upon the holders of the Shares including New Issue of Shares not to
Preference Share, (if any) of any class issued with preferred or other affect rights attached to
rights or privileges shall, unless otherwise expressly provided by the existing shares of that
terms of the issue of shares of that class, be deemed not to be modified, class.
commuted, affected, abrogated, dealt with or varied by the creation or
issue of further shares ranking pari-passu therewith.

19. Subject to the provisions of Section 62 of the Act and these Articles, Shares at the disposal of
the shares in the capital of the company for the time being shall be the Directors
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

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Sr. No. Particulars Article
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
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 Power to issue shares on
whatsoever including by way of a preferential offer, to any persons preferential basis
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.

21. The shares in the capital shall be numbered progressively according to Shares should be
their several denominations, and except in the manner hereinbefore Numbered progressively
mentioned no share shall be sub-divided. Every forfeited or and no share to be
surrendered share shall continue to bear the number by which the same subdivided
was originally distinguished.

22. An application signed by or on behalf of an applicant for shares in the Acceptance of Shares
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.

23. Subject to the provisions of the Act and these Articles, the Directors Directors may allot shares
may allot and issue shares in the Capital of the Company as payment as fully paid-up
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.

24. The money (if any) which the Board shall on the allotment of any Deposit and call etc. to be
shares being made by them, require or direct to be paid by way of a debt payable
deposit, call or otherwise, in respect of any shares allotted by them immediately
shall become a debt due to and recoverable by the Company from the
allottee thereof, and shall be paid by him, accordingly.

25. Every Member, or his heirs, executors, administrators, or legal Liability of Members
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.

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26. Shares may be registered in the name of any limited company or other Registration of Shares
corporate body but not in the name of a firm, an insolvent person or a
person of unsound mind.

RETURN ON ALLOTMENTS TO BE MADE OR

RESTRICTIONS ON ALLOTMENT

27. The Board shall observe the restrictions as regards allotment of shares Return of Allotment
to the public, and as regards return on allotments contained in Sections
39 of the Act

CERTIFICATES

28. (a) Every member shall be entitled, without payment, to one or more Share Certificates
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
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 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 certificate shall specify the shares to which it relates and
the amount paid-up thereon and shall be signed by two directors and
the company secretary, wherever the company has appointed a
company secretary 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.

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Sr. No. Particulars Article
(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.

The provisions of this Article shall mutatis mutandis apply to

debentures of the Company.

29. If any certificate be worn out, defaced, mutilated or torn or if there be Issue of new certificates in
no further space on the back thereof for endorsement of transfer, then place of those defaced,
upon production and surrender thereof to the Company, a new lost or destroyed
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
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. If any share stands in the names of two or more persons, the person The first named joint
first named in the Register shall as regard receipts of dividends or holder deemed Sole
bonus or service of notices and all or any other matter connected with holder
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.

31. The Company shall not be bound to register more than three persons Maximum number of
as the joint holders of any share. joint holders

32. Except as ordered by a Court of competent jurisdiction or as by law Company not bound to
required, the Company shall not be bound to recognise any equitable, recognise any interest in
contingent, future or partial interest in any share, or (except only as is share other than that of
by these Articles otherwise expressly provided) any right in respect of registered holders
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

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Sr. No. Particulars Article
any share in the joint names of any two or more persons or the survivor
or survivors of them.

33. If by the conditions of allotment of any share the whole or part of the Instalment on shares to be
amount or issue price thereof shall be payable by instalment, every duly paid
such instalment 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.

34. Notwithstanding anything contained in these Articles, the Directors of Right of Directors to
the Company may in their absolute discretion refuse sub-division of refuse sub-division
share certificates or debenture certificates into denominations of less
than the marketable lots except where such sub-division is required to
be made to comply with a statutory provision or an order of a
competent court of law.

35. Notwithstanding anything contained herein, certificate, if required, for Issue of certificates, if
a dematerialised share, debenture and other security shall be issued in required, in the case of
the name of the Depository, however, the Person who is the Beneficial dematerialized shares /
Owner of such shares, debentures and other securities shall be entitled debentures / other
to all the rights as set out in these Articles securities

UNDERWRITING AND BROKERAGE

36. Subject to the provisions of Section 40 (6) of the Act, the Company Commission
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.

37. The Company may pay on any issue of shares and debentures such Brokerage
brokerage as may be reasonable and lawful.

CALLS

38. (a) The Board may, from time to time, subject to the terms on which Directors may make calls
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.

(b) A call may be revoked or postponed at the discretion of the Board.

(c) A call may be made payable by instalments.

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Sr. No. Particulars Article
39. Fifteen days’ notice in writing of any call shall be given by the Notice of Calls
Company specifying the time and place of payment, and the person or
persons to whom such call shall be paid.

40. A call shall be deemed to have been made at the time when the Calls to date from
resolution of the Board of Directors authorising such call was passed resolution
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.

41. Whenever any calls for further share capital are made on shares, such Calls on uniform basis
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.

42. The Board may, from time to time, at its discretion, extend the time Directors may extend
fixed for the payment of any call and may extend such time as to all time
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.

43. If any Member fails to pay any call due from him on the day appointed Calls to carry interest
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 10% per annum
but nothing in this Article shall render it obligatory for the Board to
demand or recover any interest from any such member.

44. If by the terms of issue of any share or otherwise any amount is made Sums deemed to be calls
payable at any fixed time or by instalments at fixed time (whether on
account of the amount of the share or by way of premium) every such
amount or instalment 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 instalment accordingly.

45. On the trial or hearing of any action or suit brought by the Company Proof on trial of suit for
against any Member or his representatives for the recovery of any money due on shares
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

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Sr. No. Particulars Article
or constituted nor any other matters whatsoever, but the proof of the
matters aforesaid shall be conclusive evidence of the debt.

46. Neither a judgment nor a decree in favour of the Company for calls or Judgment, decree, partial
other moneys due in respect of any shares nor any part payment or payment motto proceed
satisfaction thereunder nor the receipt by the Company of a portion of for forfeiture
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.

47. (a) The Board may, if it thinks fit, receive from any Member willing Payments in Anticipation
to advance the same, all or any part of the amounts of his respective of calls may carry interest
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 12% per annum 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
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

48. The Company shall have a first and paramount lien upon all the Company to have Lien on
shares/debentures (other than fully paid-up shares/debentures) shares
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.

Every fully paid share shall be free from all lien and that in the case of
partly paid shares the Issuer’s lien shall be restricted to moneys called
or payable at a fixed time in respect of such shares.

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Sr. No. Particulars Article
49. For the purpose of enforcing such lien the Directors may sell the shares As to enforcing lien by
subject thereto in such manner as they shall think fit, but no sale shall sale
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, fulfilment 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.

50. The net proceeds of any such sale shall be received by the Company Application of proceeds of
and applied in or towards payment of such part of the amount in sale
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.

FORFEITURE AND SURRENDER OF SHARES

51. If any Member fails to pay the whole or any part of any call or If call or instalment not
instalment or any moneys due in respect of any shares either by way paid, notice may be given
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 instalment 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 instalment 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 instalment 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 relevant
exchange control laws or other applicable laws of India, for the time
being in force.

52. The notice shall name a day (not being less than fourteen days from Terms of notice
the date of notice) and a place or places on and at which such call or
instalment and such interest thereon as the Directors shall determine
from the day on which such call or instalment 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

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Sr. No. Particulars Article
respect of which the call was made or instalment is payable will be
liable to be forfeited.

53. If the requirements of any such notice as aforesaid shall not be On default of payment,
complied with, every or any share in respect of which such notice has shares to be forfeited
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.

54. When any shares have been forfeited, notice of the forfeiture shall be Notice of forfeiture to a
given to the member in whose name it stood immediately prior to the Member
forfeiture, and an entry of the forfeiture, with the date thereof shall
forthwith be made in the Register of Members.

55. Any shares so forfeited, shall be deemed to be the property of the Forfeited shares to be
Company and may be sold, re-allotted, or otherwise disposed of, either property of the Company
to the original holder thereof or to any other person, upon such terms and may be sold etc.
and in such manner as the Board in their absolute discretion shall think
fit.

56. Any Member whose shares have been forfeited shall notwithstanding Members still liable to
the forfeiture, be liable to pay and shall forthwith pay to the Company, pay money owing at time
on demand all calls, instalments, interest and expenses owing upon or of forfeiture and interest
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.

57. The forfeiture shares shall involve extinction at the time of the Effect of forfeiture
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.

58. A declaration in writing that the declarant is a Director or Secretary of Evidence of Forfeiture
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.

59. The Company may receive the consideration, if any, given for the Title of purchaser and
share on any sale, re-allotment or other disposition thereof and the allottee of Forfeited
person to whom such share is sold, re-allotted or disposed of may be shares
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.

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60. Upon any sale, re-allotment or other disposal under the provisions of Cancellation of share
the preceding Article, the certificate or certificates originally issued in certificate in respect of
respect of the relative shares shall (unless the same shall on demand forfeited shares
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
certificate or certificates in respect of the said shares to the person or
persons entitled thereto.

61. In the meantime and until any share so forfeited shall be sold, re- Forfeiture may be
allotted, or otherwise dealt with as aforesaid, the forfeiture thereof remitted
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.

62. Upon any sale after forfeiture or for enforcing a lien in purported Validity of sale
exercise of the powers hereinbefore given, the Board may appoint
some person 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.

63. The Directors may, subject to the provisions of the Act, accept a Surrender of shares
surrender of any share from or by any Member desirous of
surrendering on such terms the Directors may think fit.

TRANSFER AND TRANSMISSION OF SHARES

64. The instrument of transfer of any share in or debenture of the Execution of the
Company shall be executed by or on behalf of both the transferor and instrument of shares
transferee.

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.

65. The instrument of transfer of any share or debenture shall be in writing Transfer Form
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;

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Sr. No. Particulars Article
66. The Company shall not register a transfer in the Company other than Transfer not to be
the transfer between persons both of whose names are entered as registered except on
holders of beneficial interest in the records of a depository, unless a production of instrument
proper instrument of transfer duly stamped and executed by or on of transfer
behalf of the transferor and by or on behalf of the transferee and
specifying the name, address and occupation if any, of the transferee,
has been delivered to the Company along with the certificate relating
to the shares or if no such share certificate is in existence along with
the letter of allotment of the shares: Provided that where, on an
application in writing made to the Company by the transferee and
bearing the stamp, required for an instrument of transfer, it is proved
to the satisfaction of the Board of Directors that the instrument of
transfer signed by or on behalf of the transferor and by or on behalf of
the transferee has been lost, the Company may register the transfer on
such terms as to indemnity as the Board may think fit, 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.

67. Subject to the provisions of Section 58 of the Act and Section 22A of Directors may refuse to
the Securities Contracts (Regulation) Act, 1956, the Directors may, register transfer
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;

68. If the Company refuses to register the transfer of any share or Notice of refusal to be
transmission of any right therein, the Company shall within a period given to transferor and
of thirty days from the date on which the instrument of transfer or transferee
intimation of transmission was lodged with the Company, send notice
of refusal to the transferee and transferor or to the person giving
intimation of 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.

69. No fee shall be charged for registration of transfer, transmission, No fee on transfer
Probate, Succession Certificate and letter of administration,
Certificate of Death or Marriage, Power of Attorney or similar other
document with the Company.

70. The Board of Directors shall have power on giving not less than seven Closure of Register of
days pervious notice in accordance with section 91 and rules made Members or debenture
there under close the Register of Members and/or the Register of holder or other security
debentures holders and/or other security holders at such time or times holders
and for such period or periods, not exceeding thirty days at a time, and
not exceeding in the aggregate forty five days in each year as it may
seem expedient to the Board.

71. In the case of transfer of shares, debentures or other marketable Applicability of

securities where the Company has not issued any certificate and where

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Sr. No. Particulars Article
shares and securities are being held in an electronic and fungible form, Depositories
the provisions of the Depositories Act shall apply. Provided that in
Act
respect of the shares, debentures and other marketable securities held
by the Depository on behalf of a Beneficial Owner as defined in the
Depositories Act, Section 89 of the Act shall not apply.

72. The instrument of transfer shall after registration be retained by the Custody of transfer Deeds
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.

73. Where an application of transfer relates to partly paid shares, the Application for transfer
transfer shall not be registered unless the Company gives notice of the of partly paid shares
application to the transferee and the transferee makes no objection to
the transfer within two weeks from the receipt of the notice.

74. For this purpose, the notice to the transferee shall be deemed to have Notice to transferee
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.

75. (a) On the death of a Member, the survivor or survivors, where the Recognition of legal
Member was a joint holder, and his nominee or nominees or legal representative
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.

76. The Executors or Administrators of a deceased Member or holders of Titles of Shares of

a Succession Certificate or the Legal Representatives in respect of the deceased Member
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

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Sr. No. Particulars Article
Administration or Succession Certificate as the case may be from a
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 72 of the Companies Act.

77. Where, in case of partly paid Shares, an application for registration is Notice of application
made by the transferor, the Company shall give notice of the when to be given
application to the transferee in accordance with the provisions of
Section 56 of the Act.

78. Subject to the provisions of the Act and these Articles, any person Registration of persons
becoming entitled to any share in consequence of the death, lunacy, entitled to share
bankruptcy, insolvency of any member or by any lawful means other otherwise than by
than by a transfer in accordance with these presents, may, with the transfer (Transmission
consent of the Directors (which they shall not be under any obligation clause)
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’.

79. Subject to the provisions of the Act and these Articles, the Directors Refusal to register
shall have the same right to refuse or suspend register a person entitled nominee
by the transmission to any shares or his nominee as if he were the
transferee named in an ordinary transfer presented for registration.

80. Every transmission of a share shall be verified in such manner as the Board may require
Directors may require and the Company may refuse to register any evidence of transmission
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.

81. The Company shall incur no liability or responsibility whatsoever in Company not liable for
consequence of its registering or giving effect to any transfer of shares disregard of a notice
made, or purporting to be made by any apparent legal owner thereof prohibiting registration of
(as shown or appearing in the Register or Members) to the prejudice transfer
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

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Sr. No. Particulars Article
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.

82. In the case of any share registered in any register maintained outside Form of transfer Outside
India the instrument of transfer shall be in a form recognized by the India
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.

83. No transfer shall be made to any minor, insolvent or person of unsound No transfer to insolvent
mind. etc.

NOMINATION

84. a) Notwithstanding anything contained in the articles, every holder of Nomination

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, 2013 shall apply in
respect of such nomination.

b) 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

c)The Company shall not be in any way responsible for transferring

the securities consequent upon such nomination.

lf 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.

85. A nominee, upon production of such evidence as may be required by Transmission of

the Board and subject as hereinafter provided, elect, either- Securities by nominee

(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

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Sr. No. Particulars Article
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 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.

DEMATERIALISATION OF SHARES

86. Subject to the provisions of the Act and Rules made there under the Dematerialisation of
Company may offer its members facility to hold securities issued by it Securities
in dematerialized form.

JOINT HOLDER

87. Where two or more persons are registered as the holders of any share Joint Holders
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.

88. The Joint holders of any share shall be liable severally as well as Joint and several
jointly for and in respect of all calls and other payments which ought liabilities for all payments
to be made in respect of such share. in respect of shares

89. On the death of any such joint holders the survivor or survivors shall Title of survivors
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;

90. Any one of two or more joint holders of a share may give effectual Receipts of one sufficient
receipts of any dividends or other moneys payable in respect of share;
and

91. Only the person whose name stands first in the Register of Members Delivery of certificate and
as one of the joint holders of any share shall be entitled to delivery of giving of notices to first
the certificate relating to such share or to receive documents from the named holders
Company and any such document served on or sent to such person
shall deemed to be service on all the holders.

92. Any one of two or more joint holders may vote at any meeting either Vote of joint-holders
personally or by attorney or by proxy in respect of such shares as if he
were solely entitled thereto and if more than one of such joint holders
be present at any meeting personally or by proxy or by attorney then
that one of such Persons so present whose name stands first or higher
(as the case may be) in the register in respect of such shares shall alone
be entitled to vote in respect thereof but the other or others of the joint

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Sr. No. Particulars Article
holders shall be entitled to vote in preference to a joint holder present
by attorney or by proxy although the name of such joint holder present
by any attorney or proxy stands first or higher (as the case may be) in
the register in respect of such shares.

93. Several executors or administrators of a deceased Member in whose Executors or

(deceased Member) sole name any share stands, shall for the purpose administrators as
of this clause be deemed joint holders. joint holders

94. A Member of unsound mind, or in respect of whom an order has been How members non
made by any court having jurisdiction in lunacy, may vote, whether on compos mentis and minor
a show of hands or on a poll, by his committee or other legal guardian, may vote
and any such committee or guardian and may, on a poll, vote by proxy.
If any Member be a minor, the vote in respect of his share or shares
shall be by his guardian or any one of his guardians.

95. Subject to the provisions of the Act and other provisions of these Votes in respect of shares
Articles, any person entitled under the Transmission Clause to any of
shares may vote at any general meeting in respect thereof as if he was deceased or insolvent
the registered holder of such shares, provided that at least 48 (forty embers,
eight) hours before the time of holding the meeting or adjourned etc.
meeting, as the case may be, at which he proposes to vote, he shall
duly satisfy the Board of his right to such shares unless the Board shall
have previously admitted his right to vote at such meeting in respect
thereof.

96. Any business other than that upon which a poll has been demanded Business may proceed
may be proceeded with, pending the taking of the poll. pending
poll

SHARE WARRANTS

97. The Company may issue warrants subject to and in accordance with Power to issue share
provisions of the Act and accordingly the Board may in its discretion warrants
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.

98. The bearer of a share warrant may at any time deposit the warrant at Deposit of share warrants
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.

Not more than one person shall be recognized as depositor of the Share
warrant.

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Sr. No. Particulars Article
The Company shall, on two day's written notice, return the deposited
share warrant to the depositor.

99. Subject as herein otherwise expressly provided, no person, being a Privileges and disabilities
bearer of a share warrant, shall sign a requisition for calling a meeting of the holders of share
of the Company or attend or vote or exercise any other privileges of a warrant
Member at a meeting of the Company, or be entitled to receive any
notice from the Company.

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.

100. The Board may, from time to time, make bye-laws as to terms on Issue of new share
which (if it shall think fit), a new share warrant or coupon may be warrant coupons
issued by way of renewal in case of defacement, loss or destruction.

CONVERSION OF SHARES INTO STOCK

101. The Company may, by ordinary resolution in General Meeting, Conversion of shares into
stock or reconversion
a) convert any fully paid-up shares into stock; and

b) re-convert any stock into fully paid-up shares of any denomination.

102. The holders of stock may transfer the same or any part thereof in the Transfer of stock
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.

103. The holders of stock shall, according to the amount of stock held by Rights of stock
them, have the same rights, privileges and advantages as regards
Holders
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.

104. Such of the regulations of the Company (other than those relating to Regulations
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.

BORROWING POWERS

105. Subject to the provisions of the Act and these Articles, the Board may, Power to borrow
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,

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Sr. No. Particulars Article
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.

106. Subject to the provisions of the Act and these Articles, any bonds, Issue of discount etc. or
debentures, debenture-stock or any other securities may be issued at a with special privileges
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.

107. The payment and/or repayment of moneys borrowed or raised as Securing payment or
aforesaid or any moneys owing otherwise or debts due from the repayment of Moneys
Company may be secured in such manner and upon such terms and borrowed
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.

108. Any bonds, debentures, debenture-stock or their securities issued or to Bonds, Debentures etc. to
be issued by the Company shall be under the control of the Board who be under the control of the
may issue them upon such terms and conditions, and in such manner Directors
and for such consideration as they shall consider to be for the benefit
of the Company.

109. If any uncalled capital of the Company is included in or charged by Mortgage of uncalled
any mortgage or other security the Directors shall subject to the Capital
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.

110. Subject to the provisions of the Act and these Articles if the Directors Indemnity may be given
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.

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Sr. No. Particulars Article
MEETINGS OF MEMBERS

111. All the General Meetings of the Company other than Annual General Distinction between AGM
Meetings shall be called Extra-ordinary General Meetings. & EGM

112. No business shall be transacted at any general meeting unless a Presence of Quorum
quorum of members is present at the time when the meeting proceeds
to business and the quorum for the general meetings shall be as
provided in section 103

113. The Directors may, whenever they think fit, convene an Extra- Extra-Ordinary General
Ordinary General Meeting and they shall on requisition of Members Meeting by Board and by
made in compliance with Section 100 of the Act, forthwith proceed to requisition
convene Extra-Ordinary General Meeting of the members.

If at any time there are not within India sufficient Directors capable of When a Director or any
acting to form a quorum, or if the number of Directors be reduced in two Members may call an
number to less than the minimum number of Directors prescribed by Extra Ordinary General
these Articles and the continuing Directors fail or neglect to increase Meeting
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.

114. No General Meeting, Annual or Extraordinary shall be competent to Meeting not to transact
enter upon, discuss or transfer any business which has not been business not mentioned in
mentioned in the notice or notices upon which it was convened. notice

115. The Chairman (if any) of the Board of Directors shall be entitled to Chairman of General
take the chair at every General Meeting, whether Annual or Meeting
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.

116. No business, except the election of a Chairman, shall be discussed at Business confined to
any General Meeting whilst the Chair is vacant. election of Chairman
whilst chair is vacant

117. a) The Chairperson may, with the consent of any meeting at which a Chairman with consent
quorum is present, and shall, if so directed by the meeting, adjourn the may adjourn meeting
meeting from time to time and from place to place.

b) No business shall be transacted at any adjourned meeting other than

the business left unfinished at the meeting from which the
adjournment took place.

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Sr. No. Particulars Article
c) 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.

d) 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.

118. In the case of an equality of votes the Chairman shall both on a show Chairman’s casting vote
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.

119. Any poll duly demanded on the election of Chairman of the meeting In what case poll taken
or any question of adjournment shall be taken at the meeting forthwith. without adjournment

120. The demand for a poll except on the question of the election of the Demand for poll not to
Chairman and of an adjournment shall not prevent the continuance of prevent transaction of
a meeting for the transaction of any business other than the question other business
on which the poll has been demanded.

VOTES OF MEMBERS

121. No Member shall be entitled to vote either personally or by proxy at Members in arrears not to
any General Meeting or Meeting of a class of shareholders either upon vote
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.

122. Subject to the provision of these Articles and without prejudice to any Number of votes each
special privileges, or restrictions as to voting for the time being member entitled
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.

123. On a poll taken at a meeting of the Company a member entitled to Casting of votes by a
more than one vote or his proxy or other person entitled to vote for member entitled to more
him, as the case may be, need not, if he votes, use all his votes or cast than one vote
in the same way all the votes he uses.

124. A member of unsound mind, or in respect of whom an order has been Vote of member of
made by any court having jurisdiction in lunacy, or a minor may vote, unsound mind and of
whether on a show of hands or on a poll, by his committee or other minor

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Sr. No. Particulars Article
legal guardian, and any such committee or guardian may, on a poll,
vote by proxy.

125. Notwithstanding anything contained in the provisions of the Postal Ballot

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.

126. A member may exercise his vote at a meeting by electronic means in E-Voting
accordance with section 108 and shall vote only once.

127. In the case of joint holders, the vote of the senior who tenders a vote, Votes of joint members
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 share stands
shall for the purpose of these Articles be deemed joints holders thereof.

For this purpose, seniority shall be determined by the order in which

the names stand in the register of members.

128. Votes may be given either personally or by attorney or by proxy or in Votes may be given by
case of a company, by a representative duly Authorised as mentioned proxy or by
in Articles representative

129. A body corporate (whether a company within the meaning of the Act Representation of a body
or not) may, if it is member or creditor of the Company (including corporate
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.

130. A member paying the whole or a part of the amount remaining unpaid Members paying money
on any share held by him although no part of that amount has been in advance
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.

131. A member is not prohibited from exercising his voting rights on the Members not prohibited
ground that he has not held his shares or interest in the Company for if share not held for any
any specified period preceding the date on which the vote was taken. specified period

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132. Any person entitled under Article 78 (transmission clause) to transfer Votes in respect of shares
any share may vote at any General Meeting in respect thereof in the of deceased or insolvent
same manner as if he were the registered holder of such shares, members
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.

133. No Member shall be entitled to vote on a show of hands unless such No votes by proxy on
member is present personally or by attorney or is a body Corporate show of hands
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.

134. The instrument appointing a proxy and the power-of-attorney or other Appointment of a Proxy
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 for holding 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.

135. An instrument appointing a proxy shall be in the form as prescribed in Form of proxy
the rules made under section 105.

136. A vote given in accordance with the terms of an instrument of proxy Validity of votes given by
shall be valid notwithstanding the previous death or insanity of the proxy notwithstanding
Member, or revocation of the proxy or of any power of attorney which death of a member
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.

137. No objection shall be raised to the qualification of any voter except at Time for objections to
the meeting or adjourned meeting at which the vote objected to is votes
given or tendered, and every vote not disallowed at such meeting shall
be valid for all purposes.

138. Any such objection raised to the qualification of any voter in due time Chairperson of the
shall be referred to the Chairperson of the meeting, whose decision Meeting to be the judge of
shall be final and conclusive. validity of any vote

139. Where a poll is to be taken, the Chairperson of the meeting shall Scrutinizers at poll
appoint such numbers of persons, as he deems necessary to scrutinise
the poll process and votes given on the poll and to report thereon.

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Sr. No. Particulars Article
The Chairperson shall have power, at any time before the result of the
poll is declared to remove a scrutiniser from office and to fill vacancies
in the office of scrutiniser arising from such removal or from any other
cause.

DIRECTORS

140. Until otherwise determined by a General Meeting of the Company and Number of Directors
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

141. (a)The Following shall be the First Directors of the Company: First Directors

1. Rajiv Shukla

2. Rekha Shukla

(b) The Company in General Meeting may from time to time increase
or reduce the number of Directors within the limit fixed as above.

142. A Director of the Company shall not be bound to hold any Qualificationshares
Qualification Shares in the Company.

143. Subject to the provisions of the Companies Act, 2013and Nominee Directors
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

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.

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.

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.

144. The Board may appoint an Alternate Director to act for a Director Appointment of alternate
(hereinafter called “The Original Director”) during his absence for a Director
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

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Sr. No. Particulars Article
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.

145. Subject to the provisions of the Act, the Board shall have power at any Additional Director
time and from time to time to appoint any other person to be an
Additional Director. Any such Additional Director shall hold office
only up to the date of the next Annual General Meeting.

146. The Company shall have such number of Independent Directors Appointment of
on the Board of the Company, as may be required in terms of Independent Director
the provisions of Section 149 of the Act and the Companies
(Appointment and Qualification of Directors) Rules, 2014 or any
other Law, as may be applicable. Further, the appointment of such
Independent Directors shall be in terms of the aforesaid provisions
of Law and subject to the requirements prescribed under the SEBI
Listing Regulations

147. Subject to the provisions of the Act, the Board shall have power at any Director’s power to fill
time and from time to time to appoint a Director, if the office of any casual vacancies
director appointed by the company in general meeting is vacated
before his term of office expires in the normal course, who shall hold
office only up to the date up to which the Director in whose place he
is appointed would have held office if it had not been vacated by him.

148. The Company may, subject to the provisions of the Section 169 and Removal of Director
other applicable provisions of the Act and these Articles remove any
Director before the expiry of his period of office.

149. The remuneration of the Directors shall, in so far as it consists of a Remuneration of

monthly payment, be deemed to accrue from day-to-day. directors

The remuneration, including commission on profits, payable to the

Directors, including any Managing or Whole-time Director or
Manager, if any, shall be determined in accordance with and subject to
the provisions of the Act and Rules made thereunder.

150. Until otherwise determined by the Company in General Meeting, each Sitting Fees
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.

151. The Board of Directors may subject to the limitations provided in the Travelling expenses
Act allow and pay to any Director who attends a meeting at a place Incurred by Director on
other than his usual place of residence for the purpose of attending a Company's business
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.

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Sr. No. Particulars Article
152. Not less than two-thirds of the total number of Directors shall be Director liable to retire by
persons whose period of office is liable to determination by retirement rotation
of Directors by rotation.

At each Annual General Meeting of the Company one-third of such of

the Directors for the time being as are liable to retire by rotation or if
their number is neither three nor a multiple of three, then, the number
nearest to one-third, shall retire from office.

The Directors to retire by rotation at every Annual General Meeting

shall be those who have been longest in office since their last
appointment but, as between persons who became Directors on the
same day those to retire in default of and subject to any agreement
among themselves, be determined by lot.

PROCEEDING OF THE BOARD OF DIRECTORS

153. (a) The Board of Directors may meet for the conduct of business, Meetings of Directors
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.

154. Notice of every meeting of the Board of the Company shall be given Notice of the Meeting
in writing to every Director at his postal address or email address as
registered with the Company.

155. The participation of directors in a meeting of the Board may be either Participation at the Board
in person or through video conferencing or audio visual means or Meeting
teleconferencing, as may be prescribed by the Rules or permitted
under law.

156. Save as otherwise expressly provided in the Act, a resolution in Passing of resolution by
writing, signed, whether manually or by secure electronic mode, by a circulation
majority of the members of the Board or of a Committee thereof, for
the time being entitled to receive notice of a meeting of the Board or
Committee, shall be valid and effective as if it had been passed at a
meeting of the Board or Committee, duly convened and held

157. The Directors may from time to time elect from among their members Chairperson
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.

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.

158. Questions arising at any meeting of the Board of Directors shall be Questions at Board
decided by a majority of votes and in the case of an equality of votes, meeting how decided
the Chairman will have a second or casting vote.

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Sr. No. Particulars Article
159. The continuing directors may act notwithstanding any vacancy in the Continuing directors may
Board; but, if and so long as their number is reduced below the quorum act notwithstanding any
fixed by the Act for a meeting of the Board, the continuing directors vacancy in the Board
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.

160. Subject to the provisions of the Act, the Board may delegate any of Directors may appoint
their powers to a Committee consisting of such member or members committee
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
fulfilment of the purposes of their appointment but not otherwise, shall
have the like force and effect as if done by the Board.

161. The Meetings and proceedings of any such Committee of the Board Committee Meetings how
consisting of two or more members shall be governed by the to be governed
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.

162. A committee may elect a Chairperson of its meetings. Chairperson of

Committee Meetings
If no such Chairperson is elected, or if at any meeting the Chairperson
is not present within five minutes after the time appointed for holding
the meeting, the members present may choose one of their members
to be Chairperson of the meeting.

163. A committee may meet and adjourn as it thinks fit. Meetings of the
Committee
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.

164. Subject to the provisions of the Act, all acts done by any meeting of Acts of Board or
the Board or by a Committee of the Board, or by any person acting as Committee shall be valid
a Director shall notwithstanding that it shall afterwards be discovered notwithstanding defect in
that there was some defect in the appointment of such Director or appointment
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.

165. The Company shall cause minutes of the meeting of the Board of Minutes of proceedings of
Directors and of Committees of the Board to be duly entered in a book Board of Directors and
or books provided for the purpose in accordance with the provisions Committees to be kept.
of the Act and Rules made thereunder. The minutes shall contain a fair

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and correct summary of the proceedings at the meeting including the
following:

i) the names of the Directors present at the meeting of the Board of

Directors or of any Committee of the Board;

ii) all resolutions and proceedings of meetings of the Board of

Directors and Committee of the Board;

iii) in the case of each resolution passed at a meeting of the Board of

Directors or Committees of the Board, the names of the Directors, if
any, dissenting from or not concurring in the resolution.

166. Minutes of any meeting of the Board of Directors or of any Board Minutes to be
Committees of the Board if purporting to be signed by the Chairman evidence
of such meeting or by the Chairman of the next succeeding meeting
shall be for all purposes whatsoever prima facie evidence of the actual
passing of the resolution recorded and the actual and regular
transaction or occurrence of the proceedings so recorded and the
regularity of the meeting at which the same shall appear to have taken
place.

RETIREMENT AND ROTATION OF DIRECTORS

167. Subject to the provisions of Section 161 of the Act, if the office of any Power to fill casual
Director appointed by the Company in General Meeting vacated vacancy
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.

POWERS OF THE BOARD

168. The business of the Company shall be managed by the Board who may Powers of the Board
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.

169. Without prejudice to the general powers conferred by the Articles and Certain powers of the
so as not in any way to limit or restrict these powers, and without Board
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

(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

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Sr. No. Particulars Article
firm or company carrying on the business which this Company is
authorised to carry on, in any part of India.

(2) 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.

(3) 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 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.

(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.

(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.

(7) To secure the fulfilment 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.

(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.

(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

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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.

(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.

(11) To act on behalf of the Company in all matters relating to

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.

(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.

(14) To execute in the name and on behalf of the Company in favor 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.

(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.

(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.

(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

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employee, his widow, children or dependents have or have not a legal
claim on the Company.

(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.

(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 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, 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

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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.

(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.

(22) From time to time to make, vary and repeal rules for the
regulations of the business of the Company its Officers and
employees.

(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.

(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.

(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 40 of the Act and of the provisions contained in these
presents.

(26) 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.

(28) To pay the cost, charges and expenses preliminary and incidental
to the promotion, formation, establishment and registration of the
Company.

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(29) To pay and charge to the capital account of the Company any
commission or interest lawfully payable thereon under the provisions
of Section 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 of, 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

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Sr. No. Particulars Article
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.

(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

170. Subject to the provisions of the Act and of these Articles, the Directors Powers to appoint
may from time to time in Board Meetings appoint one or more of their Managing/ Whole-time
body to be a Managing Director or Managing Directors or whole-time Directors
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.

Subject to the approval of shareholders in their meeting, the Managing

Director or Whole Time Director of the Company may be appointed
and continue to hold the office of the Chairman and Managing
Director or Chairman and Whole-Time Director or Chief Executive
officer of the Company at the same time.

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.

171. The remuneration of a Managing Director or a Whole-time Director Remuneration of

(subject to the provisions of the Act and of these Articles and of any Managing or Whole Time
contract between him and the Company) shall from time to time be Director
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.

172. (1) Subject to control, direction and supervision of the Board of Powers and duties of
Directors, the day-today management of the company will be in the Managing Director or
hands of the Managing Director or Whole-time Director appointed in Whole-time Director
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.

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Sr. No. Particulars Article
(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 Whole Time
Director or Whole Time 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 specially to do the work of Managing
Director and also to do any work for the Company upon such terms
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

173. Subject to the provisions of the Act, — Board to appoint Chief

Executive Officer/
A chief executive officer, manager, company secretary or chief
Manager/ Company
financial officer may be appointed by the Board for such term, at such
Secretary/ Chief
remuneration and upon such conditions as it may think fit; and any
Financial Officer
chief executive officer, manager, company secretary or chief financial
officer so appointed may be removed by means of a resolution of the
Board;

A director may be appointed as chief executive officer, manager,

company secretary or chief financial officer.

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.

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Sr. No. Particulars Article
DIVIDEND AND RESERVES

174. (1) Subject to the rights of persons, if any, entitled to shares with Division of profits
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.

175. The Company in General Meeting may declare dividends, to be paid The company in General
to members according to their respective rights and interests in the Meeting may declare
profits and may fix the time for payment and the Company shall Dividends
comply with the provisions of Section 127 of the Act, but no dividends
shall exceed the amount recommended by the Board of Directors, but
the Company may declare a smaller dividend in general meeting.

176. The Board may, before recommending any dividend, set aside out of Transfer to reserves
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.

The Board may also carry forward any profits which it may consider
necessary not to divide, without setting them aside as a reserve.

177. Subject to the provisions of section 123, the Board may from time to Interim Dividend
time pay to the members such interim dividends as appear to it to be
justified by the profits of the company.

178. The Directors may retain any dividends on which the Company has a Debts may be deducted
lien and may apply the same in or towards the satisfaction of the debts,
liabilities or engagements in respect of which the lien exists.

179. No amount paid or credited as paid on a share in advance of calls shall Capital paid up in
be treated for the purposes of this articles as paid on the share. advance not to earn
dividend

180. All dividends shall be apportioned and paid proportionately to the Dividends in proportion
amounts paid or credited as paid on the shares during any portion or to amount paid-up
portions of the period in respect of which the dividend is paid but if

363
Sr. No. Particulars Article
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.

181. The Board of Directors may retain the dividend payable upon shares Retention of dividends
in respect of which any person under Articles has become entitled to until completion of
be a member, or any person under that Article is entitled to transfer, transfer under Articles
until such person becomes a member, in respect of such shares or shall
duly transfer the same.

182. No member shall be entitled to receive payment of any interest or No Member to receive
dividend or bonus in respect of his share or shares, whilst any money dividend whilst indebted
may be due or owing from him to the Company in respect of such to the company and the
share or shares (or otherwise however, either alone or jointly with any Company’s right of
other person or persons) and the Board of Directors may deduct from reimbursement thereof
the interest or dividend payable to any member all such sums of money
so due from him to the Company.

183. A transfer of shares does not pass the right to any dividend declared Effect of transfer of
thereon before the registration of the transfer. shares

184. Any one of several persons who are registered as joint holders of any Dividend to joint holders
share may give effectual receipts for all dividends or bonus and
payments on account of dividends in respect of such share.

185. Any dividend, interest or other monies payable in cash in respect of Dividends how remitted
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.

186. Notice of any dividend that may have been declared shall be given to Notice of dividend
the persons entitled to share therein in the manner mentioned in the
Act.

187. No unclaimed dividend shall be forfeited before the claim becomes No interest on Dividends
barred by law and no unpaid dividend shall bear interest as against the
Company.

188. The waiver in whole or in part of any dividend on any share by any Waiver of dividends
document shall be effective only if such document is signed by the
Member (or the Person entitled to the share in consequence of the
death or bankruptcy of the holder) and delivered to the Company and
if or to the extent that the same is accepted as such or acted upon by
the Board.

189. Unclaimed Dividend shall be dealt with as provided under the Act or Unclaimed Dividend
Rules made thereunder.

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Sr. No. Particulars Article
CAPITALIZATION

190. (1) The Company in General Meeting may, upon the Capitalization
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.

191. (1) Whenever such a resolution as aforesaid shall have been Fractional Certificates
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

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Sr. No. Particulars Article
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.

192. (1) The books containing the minutes of the proceedings of any Inspection of Minutes
General Meetings of the Company shall be open to inspection of Books of General
members without charge on such days and during such business hours Meetings
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.

193. The Board shall from time to time determine whether and to what Inspection of Accounts
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.

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.

STATUTORY REGISTERS

194. The Company shall keep and maintain at its registered office all Statutory Registers
statutory registers including, register of charges, annual return, register
of loans, guarantees, security and acquisitions, register of investments
not held in its own name and register of contracts and arrangements
for such duration as the Board may, unless otherwise prescribed,
decide, and in such manner and containing such particulars as
prescribed by the Act and the Rules. The registers and copies of annual
return shall be open for inspection at all working days during business
hours, at the registered office of the Company by the persons entitled
thereto on payment, where required, of such fees as may be fixed by
the Board but not exceeding the limits prescribed by the Rules.

FOREIGN REGISTER

195. The Company may exercise the powers conferred on it by the Foreign Register
provisions of the Act with regard to the keeping of Foreign Register of

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Sr. No. Particulars Article
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.

DOCUMENTS AND SERVICE OF NOTICES

196. Any document or notice to be served or given by the Company be Signing of documents &
signed by a Director or such person duly authorised by the Board for notices to be served or
such purpose and the signature may be written or printed or given
lithographed.

197. Save as otherwise expressly provided in the Act, a document or Authentication of

proceeding requiring authentication by the company may be signed by documents and
a Director, the Manager, or Secretary or other Authorised Officer of proceedings
the Company.

WINDING UP

198. Subject to the provisions of Chapter XX of the Act and rules made Winding up
there under—

(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

199. Subject to provisions of the Act, every Director, or Officer or Servant Directors’ and others
of the Company or any person (whether an Officer of the Company or right to indemnity
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 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

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Sr. No. Particulars Article
which judgment is given in his favour, 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.

200. Subject to the provisions of the Act, no Director, Managing Director Not responsible for acts of
or other officer of the Company shall be liable for the acts, receipts, others
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.

INSURANCE

201. The Company may take and maintain any insurance as the Board may
think fit on behalf of its present and/or former Directors and key
managerial personnel for indemnifying all or any of them against any
liability for any acts in relation to the Company for which they may be
liable but have acted honestly and reasonably.

GENERAL POWER

202. Wherever in the Act, it has been provided that the Company shall have
any right, privilege or authority or that the Company could carry out
any transaction only if the Company is so authorised by its articles,
then and in that case this Article authorises and empowers the
Company to have such rights, privileges or authorities and to carry
such transactions as have been permitted by the Act, without there
being any specific Article in that behalf herein provided.

SECRECY

203. Every Director, Manager, Auditor, Treasurer, Trustee, Member of a Secrecy

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.

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Sr. No. Particulars Article
204. No member or other person (other than a Director) shall be entitled to Access to property
enter the property of the Company or to inspect or examine the information etc.
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.

THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.

369
 SECTION X – 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 Draft 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 contracts
and also the documents for inspection referred to here under, may be inspected at the Registered Office between
10 a.m. and 5 p.m. on all Working Days (Monday to Friday) from Application / Offer Opening Date until the
Application / Offer Closing Date.

Any of the contracts or documents mentioned in this Draft 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
Shareholders, subject to compliance of the provisions contained in the Companies Act and other applicable law.

MATERIAL CONTRACTS

1. Offer Agreement dated December 26, 2024 entered between our Company, the Selling Shareholder and the
Lead Manager.

2. Registrar Agreement dated December 26, 2024 entered between our Company, the Selling Shareholder and
the Registrar to the Offer.

3. Underwriting Agreement dated December 26, 2024 entered between our Company, the Selling Shareholder
and the Underwriters.

4. Market Making Agreement dated December 26, 2024 entered between our Company, the Lead Manager and
the Market Maker.

5. Bankers to the Offer Agreement* dated [●] entered between our Company, the Selling Shareholder, the Lead
Manager, Banker(s) to the Offer, Sponsor Bank and the Registrar to the Offer.
*
to be executed prior to the filing of the Prospectus with RoC.

6. Share Escrow Agreement* dated [●] entered between our Company, the Selling Shareholder, the Lead
Manager and the Share Escrow Agent.
*
to be executed prior to the filing of the Prospectus with RoC.

7. Tripartite agreement entered between NSDL, our Company and Registrar to the Offer dated August 23, 2024.

8. Tripartite agreement entered between CDSL, our Company and Registrar to the Offer dated September 06,
2024.

MATERIAL DOCUMENTS

1. Certified true copies of Memorandum of Association and Articles of Association of our Company, as amended
from time to time.

2. Copy of Certificate of Incorporation dated March 31, 2012, issued by Registrar of Companies, National
Capital Territory of Delhi and Haryana under the name Globtier Infotech Private Limited.

3. Copy of Certificate of Incorporation dated February 19, 2021, issued by Registrar of Companies, Kanpur
under the name Globtier Infotech Private Limited, issued upon Change in Situation Clause.

370
4. Copy of Fresh Certificate of Incorporation dated September 18, 2024, issued by Central Processing Centre
pursuant to the conversion of our Company into a Public Limited Company from Globtier Infotech Private
Limited to Globtier Infotech Limited.

5. Resolution dated December 10, 2024, passed by our Board of Directors, authorizing the Offer.

6. Resolution dated December 11, 2024, passed by the Shareholders at the Extra-Ordinary General Meeting held
at shorter notice, authorizing the Offer.

7. The Selling Shareholder has confirmed and authorized its participation in the Offer for Sale pursuant to a
consent letter dated December 21, 2024.

8. Resolutions of the Board of Directors of the Company dated January 07, 2025 taking on record and approving
this Draft Prospectus.

9. Agreement dated August 02, 2024, between our Company and Rajiv Shukla, Managing Director of our
Company.

10. Statement of Tax Benefits available to our Company and its shareholders under direct and indirect tax laws
in India from our Statutory Auditor, dated January 03, 2025.

11. Certificate on Key Performance Indicators issued by the Statutory Auditor dated January 03, 2025.

12. Copy of Restated Consolidated Financial Statement along with Report from the peer review certified auditor
dated December 21, 2024, on the Restated Consolidated Financial Statements for period ended September
30, 2024, and the financial year ended on March 31, 2024, 2023 and 2022 included in this Draft Prospectus.

13. Consents of our Promoters, Directors, Selling Shareholder, Company Secretary and Compliance Officer,
Chief Financial Officer, Lead Manager, Legal Advisor, Statutory Auditor, Peer Review Auditor, Share Escrow
Agent, Registrar to the Offer, Banker(s) to the Company, Banker(s) to the Offer*, Underwriters and Market
Maker, to act in their respective capacities.

*
to be obtained prior to the filing of the Prospectus with RoC.

14. Due Diligence Certificate from Lead Manager dated January 07, 2025 addressing SEBI.

15. Copy of In-principle approval letter dated [●] from the BSE Limited.

371
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, or
regulations issued by the Government of India or the guidelines, or regulations issued by the Securities and
Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with and no statement made in this Draft Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, or the rules made
or the guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements are
true and correct.

SIGNED BY THE CHAIRMAN & MANAGING DIRECTOR OF OUR COMPANY

Sd/-

Rajiv Shukla
Chairman & Managing Director
DIN: 02653008

Place: Noida, Uttar Pradesh

Date: January 07, 2025

372
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, or
regulations issued by the Government of India or the guidelines, or regulations issued by the Securities and
Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with and no statement made in this Draft Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, or the rules made
or the guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements are
true and correct.

SIGNED BY THE EXECUTIVE DIRECTOR OF OUR COMPANY

Sd/-

Rekha Shukla
Executive Director
DIN: 02656755

Place: Noida, Uttar Pradesh

Date: January 07, 2025

373
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, or
regulations issued by the Government of India or the guidelines, or regulations issued by the Securities and
Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with and no statement made in this Draft Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, or the rules made
or the guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements are
true and correct.

SIGNED BY THE NON-EXECUTIVE DIRECTOR OF OUR COMPANY

Sd/-

Rahul Shukla
Non-Executive Director
DIN: 08578849

Place: Noida, Uttar Pradesh

Date: January 07, 2025

374
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, or
regulations issued by the Government of India or the guidelines, or regulations issued by the Securities and
Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with and no statement made in this Draft Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, or the rules made
or the guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements are
true and correct.

SIGNED BY THE NON-EXECUTIVE DIRECTOR OF OUR COMPANY

Sd/-

Shardul Sangal
Non-Executive Director
DIN: 10771098

Place: Noida, Uttar Pradesh

Date: January 07, 2025

375
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, or
regulations issued by the Government of India or the guidelines, or regulations issued by the Securities and
Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with and no statement made in this Draft Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, or the rules made
or the guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements are
true and correct.

SIGNED BY THE NON-EXECUTIVE & INDEPENDENT DIRECTOR OF OUR COMPANY

Sd/-

Manoj Kumar Jain

Non-Executive & Independent Director
DIN: 07944446

Place: Noida, Uttar Pradesh

Date: January 07, 2025

376
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, or
regulations issued by the Government of India or the guidelines, or regulations issued by the Securities and
Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with and no statement made in this Draft Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, or the rules made
or the guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements are
true and correct.

SIGNED BY THE NON-EXECUTIVE & INDEPENDENT DIRECTOR OF OUR COMPANY

Sd/-

Rajesh Srivastava
Non-Executive Independent Director
DIN: 03248594

Place: Noida, Uttar Pradesh

Date: January 07, 2025

377
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, or
regulations issued by the Government of India or the guidelines, or regulations issued by the Securities and
Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with and no statement made in this Draft Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, or the rules made
or the guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements are
true and correct.

SIGNED BY THE COMPANY SECRETARY & COMPLIANCE OFFICER OF OUR COMPANY

Sd/-

Vani Aggarwal
Company Secretary & Compliance Officer

Place: Noida, Uttar Pradesh

Date: January 07, 2025

378
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, or
regulations issued by the Government of India or the guidelines, or regulations issued by the Securities and
Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with and no statement made in this Draft Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, or the rules made
or the guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements are
true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY

Sd/-

Sandeep Gupta
Chief Financial Officer

Place: Noida, Uttar Pradesh

Date: January 07, 2025

379
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines, or
regulations issued by the Government of India or the guidelines, or regulations issued by the Securities and
Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with and no statement made in this Draft Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992, or the rules made
or the guidelines or regulations issued thereunder, as the case may be. I further certify that all the statements are
true and correct.

SIGNED BY THE SELLING SHAREHOLDER OF OUR COMPANY

Sd/-

Rekha Shukla
Selling Shareholder
PAN: AGQPS5953E

Place: Noida, Uttar Pradesh

Date: January 07, 2025

380