See Full Document Text
Prospectus
Dated: July 01, 2025
(This Prospectus will be updated upon filing with the RoC)
Please read Section 26 & 32 of the Companies Act, 2013
100% Book Built Issue
(Please scan this QR Code to view
the Prospectus)
ACE ALPHA TECH LIMITED
CIN: U74140DL2012PLC243246
Registered Office Corporate Office Contact Person Email and Telephone Website
A/28 1st Floor, Jhilmil Industrial A-39, 2nd Floor, Sector 64 Noida, Ms. Priyanka,
Area, Shahdara, East Delhi, Delhi, Gautam Buddh Nagar, Uttar Pradesh Company Secretary Tel. No.: +91 8851347242
www.acealphatech.in
India, 110095 – 201301 and Compliance E-mail: compliance@acealphatech.in
Officer.
PROMOTERS OF THE COMPANY: GAURAV SHARMA AND ARIKA SECURITIES PRIVATE LIMITED
DETAILS OF THE ISSUE
TYPE FRESH ISSUE SIZE OFFER FOR SALE TOTAL ISSUE ELIGIBILITY
SIZE SIZE
The Issue is being made pursuant to Regulation 229(2) ICDR
Upto 11,22,000 Upto 46,70,000
Upto 35,48,000 Equity Regulations.
Fresh Issue Equity Shares of Equity Shares of
Shares of ₹ 69/- each. For details in relation to share Reservation among QIBs, NIIs and
₹ 69/- each ₹ 69/- each
RIIs, see “Issue Structure” on page 248 of this Prospectus.
DETAILS OF OFFER FOR SALE, SELLING SHAREHOLDERS AND THEIR WEIGHTED AVERAGE COST OF ACQUISITION
Details of OFS by Promoter(s)
Name Type No of shares offered WACCA*
Gaurav Sharma Promoter 11,166 0.00
Arika Securities Private Limited Promoter 99,001 1.48
Details of OFS by Promoter Group/ Other Selling Shareholders (upto maximum of 10 shareholders)
Name Type No of shares offered WACCA*
Abhinav Gupta Public 44,666 0.00
Prachi Gupta Public 1,64,594 0.70
Aastha Gupta Public 1,64,594 0.70
Tripti Gupta Public 3,29,188 0.70
Sonam Gupta Public 2,19,459 0.70
BLP Equity Research Private Limited Public 89,332 0.35
*The Weighted Average Cost of Acquisition is in rupees.
P: Promoter, PG: Promoter Group, OSS: Other Selling Shareholders, WACA: Weighted Average Cost of Acquisition on fully diluted basis
RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of our Company, there has been no formal market for the Equity Shares The face value of our Equity Shares is ₹10 each and the Floor Price
and Cap Price are 6.50 times and 6.90 times of the face value of the Equity Shares, respectively. The Floor Price, Cap Price and Issue Price (determined and justified by our
Company in consultation with the Book Running Lead Manager as stated in “Basis for Issue Price” on page 79 of this Prospectus) should not be taken to be indicative of the
market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the
price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of
losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors
must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or approved by
the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is invited
to chapter titled “Risk Factors” beginning on Page No. 24 of this Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and
the Issue, which is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in
any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a
whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares Issued through this Prospectus are proposed to be listed on the SME Platform of BSE Limited (BSE SME) in terms of the Chapter IX of the SEBI
(ICDR) Regulations, 2018 as amended from time to time. For the purpose of this Issue, the Designated Stock Exchange will be the BSE Limited (“BSE”).
Our Company has received an approval letter dated May 09, 2025 from BSE Limited for using its name in the Prospectus for listing of our shares on the SME Platform of
BSE Limited. For the purpose of this Issue, BSE Limited shall be the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE
NARNOLIA FINANCIAL SERVICES LIMITED
SKYLINE FINANCIAL SERVICES PRIVATE LIMITED
Address: 201, 2nd Floor, Marble Arch, 236 B A.J.C Bose Road, Kolkata, West
Address: D-153 A, 1st Floor Okhla Industrial Area, Phase-I New Delhi - 110
Bengal- 700020, India
020, India
SEBI Registration Number: INM000010791
CIN: U74899DL1995PTC071324
CIN: U51909WB1995PLC072876
Website: www.narnolia.com SEBI Registration Number: INR000003241
Contact Person: Mr. Rajveer Singh Website: www.skylinerta.com
Telephone: 033-40501500 Contact Person: Mr. Anuj Rana
Email: ipo@narnolia.com Telephone: +91 011-40450193-97
Email: ipo@skylinerta.com
BID /ISSUE PERIOD
ANCHOR INVESTOR PORTION ISSUE OPENS/CLOSES ON: June 25, 2025
BID/ISSUE OPENS ON: June 26, 2025
BID/ISSUE CLOSES ON: June 30, 2025
*Our Company in consultation with the BRLM have considered participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Issue Period shall
be one Working Day prior to the Bid/Issue Opening Date.Prospectus
Dated: June 30, 2025
(This Prospectus will be updated upon filing with the RoC) Please read
Section 26 & 32 of the Companies Act, 2013
100% Book Built Issue
ACE ALPHA TECH LIMITED
CIN: U74140DL2012PLC243246
Our Company was incorporated as a Private Limited Company with the name of “DM Prime Square Research & Analytics Private Limited” under the Companies Act,
1956 vide certificate of incorporation dated October 08, 2012, issued by Registrar of Companies, Delhi, bearing CIN U74140DL2012PTC243246. Further, our
Company name changed in pursuance of a special resolution passed by the members of our Company at the Extra-Ordinary General Meeting held on 13th March, 2024
and the name of our Company was changed from “DM Prime Square Research & Analytics Private Limited” to “Ace Alpha Tech Private Limited” & Registrar of
Companies, Delhi has issued a new certificate of incorporation pursuant to change of name dated 17th May, 2024.
Further, our Company was converted into a Public Limited Company in pursuance of a special resolution passed by the members of our Company at the Extra-Ordinary
General Meeting held on 25th May, 2024 and the name of our Company changed from “Ace Alpha Tech Private Limited” to “Ace Alpha Tech Limited” & Registrar of
Companies, Delhi has issued a new certificate of incorporation dated 12th September, 2024 bearing CIN: U74140DL2012PLC243246 consequent upon conversion to
public company.
Registered Office: A/28 1st Floor, Jhilmil Industrial Area, Shahdara, East Delhi- 110095
Corporate Office: A-39, 2nd Floor, Sector 64 Noida, Gautam Buddh Nagar, Uttar Pradesh – 201301
Tel No.: +011-49854818; Email: compliance@acealphatech.in, Website: www.acealphatech.in
Contact Person: Ms. Priyanka, Company Secretary and Compliance Officer.
OUR PROMOTERS: MR. GAURAV SHARMA AND M/s ARIKA SECURITIES PRIVATE LIMITED
THE ISSUE
INITIAL PUBLIC ISSUE OF UPTO 46,70,000* EQUITY SHARES OF FACE VALUE OF ₹10/- EACH OF ACE ALPHA TECH LIMITED FOR CASH AT A PRICE OF ₹ 69 PER EQUITY
SHARE (INCLUDING A SHARE PREMIUM OF ₹ 59 PER EQUITY SHARE) (“ISSUE PRICE”) AGGREGATING TO ₹ 3,222.30 LAKHS COMPRISING A FRESH ISSUE OF UP TO
35,48,000 EQUITY SHARES AGGREGATING UP TO ₹ 2448.12 LAKHS AND AN OFFER FOR SALE OF UP TO 11,22,000 EQUITY SHARES, OF WHICH 2,64,000 EQUITY SHARES
OF FACE VALUE OF ₹ 10/- EACH AT A PRICE OF ₹ 69/- AGGREGATING TO ₹ 182.16 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER (“MARKET
MAKER RESERVATION PORTION”), AND NET ISSUE TO PUBLIC OF 44,06,000 EQUITY SHARES OF FACE VALUE OF ₹10/- EACH AT A PRICE OF ₹ 69/- AGGREGATING TO
₹ 3040.14 LAKHS (HEREINAFTER REFERRED TO AS THE “NET ISSUE”) THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 26.59% AND 25.09% RESPECTIVELY OF THE
POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE FACE VALUE OF THE EQUITY SHARES IS ₹10.00 EACH. THE FLOOR PRICE AND CAP PRICE ARE 6.50 TIMES AND 6.90 TIMES OF THE FACE VALUE OF THE EQUITY
SHARES RESPECTIVELY. THE PRICE BAND IS DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER (“BRLM”) AND WILL BE
ADVERTISED IN ALL EDITIONS OF THE ENGLISH NATIONAL NEWSPAPER I.E. FINANCIAL EXPRESS , ALL EDITIONS OF THE HINDI NATIONALNEWSPAPER I.E. JANSATTA
AND HINDI BEING THE REGIONAL LANGUAGE OF DELHI WHERE OUR REGISTERED OFFICE IS LOCATED, AT LEAST 2 (TWO) WORKING DAYS PRIOR TO THE BID/ ISSUE
OPENING DATE WITH THE RELEVANT FINANCIAL RATIOS CALCULATED AT THE FLOOR PRICE AND THE CAP PRICE AND SHALL BE MADE AVAILABLE TO
THE BSE LIMITED (“BSE”, REFERRED TO AS THE “DESIGNATED STOCK EXCHANGE”) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITE.
*The Number of Shares to be issued has been revised for the adjustment of Lot Size
In case of any revision in the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Issue Period not exceeding
10 Working Days. In cases of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid /Issue Period for a minimum of three Working
Days, subject to the Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, shall be widely disseminated by notification to the Stock
Exchanges, by issuing a press release, and also by indicating the change on the respective websites of the BRLMs and at the terminals of the members of the Syndicate and by intimation to Designated
Intermediaries and the Sponsor Bank, as applicable.
This Issue is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 229 of the SEBI
ICDR Regulations and in compliance with Regulation 253 of the SEBI ICDR Regulations wherein not more than 50.00% of the Net Issue shall be available for allocation on a proportionate basis to Qualified
Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company in consultation with the BRLMs may allocate up to 60.00% of the QIB Portion to Anchor Investors on a discretionary basis
(“Anchor Investor Portion”). One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the
Anchor Investor Allocation Price in accordance with the SEBI ICDR Regulations. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added
to the QIB Portion (other than the Anchor Investor Portion) (“Net QIB Portion”). Further, 5.00% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and
the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price.
However, if the aggregate demand from Mutual Funds is less than 5.00% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining
Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15.00% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Investors and not less than
35.00% of the Net Issue shall be available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Issue
Price. All Potential Bidders, other than Anchor Investors, are required to participate in the Issue by mandatorily utilising the Application Supported by Blocked Amount (“ASBA”) process by providing
details of their respective ASBA Account (as defined hereinafter) in which the corresponding Bid Amounts will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or under the UPI Mechanism, as
the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For details, please refer to the chapter titled “Offer
Procedure” on page 218 of this Prospectus.
RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of our Company, there has been no formal market for the Equity Shares The face value of our Equity Shares is ₹10 each and the Floor Price and Cap Price are 6.50 times and
6.90 times of the face value of the Equity Shares, respectively. The Floor Price, Cap Price and Issue Price (determined and justified by our Company in consultation with the Book Running Lead Manager as
stated in “Basis for Issue Price” on page 79 of this Prospectus) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding
an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are
advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue,
including the risks involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy
of this Prospectus. Specific attention of the investors is invited to chapter titled “Risk Factors” beginning on Page No. 24 of this Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Issue, which is material in the context
of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly
held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares offered through this Prospectus are proposed to be listed on SME Platform of BSE Limited (“BSE SME”), in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended
from time to time. Our Company has received an In-Principle Approval letter dated May 09, 2025 from BSE Limited (“BSE”) for using its name in this offer document for listing our shares on the SME
Platform of BSE Limited (“BSE SME”). For the purpose of this Issue, the designated Stock Exchange is the BSE Limited.
BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE
NARNOLIA FINANCIAL SERVICES LIMITED
SKYLINE FINANCIAL SERVICES PRIVATE LIMITED
Address: 201, 2nd Floor, Marble Arch, 236 B A.J.C Bose Road, Kolkata, West Bengal- 700020,
India Address: D-153 A, 1st Floor Okhla Industrial Area, Phase-I New Delhi - 110 020, India
SEBI Registration Number: INM000010791 CIN: U74899DL1995PTC071324
CIN: U51909WB1995PLC072876 SEBI Registration Number: INR000003241
Website: www.narnolia.com Website: www.skylinerta.com
Contact Person: Mr. Rajveer Singh Contact Person: Mr. Anuj Rana
Telephone: +91- 8130678743; 033-40501500 Telephone: +91 011-40450193-97
Email: ipo@narnolia.com Email: ipo@skylinerta.com
BID/ISSUE PROGRAMM
ANCHOR INVESTOR BIDDING DATE June 25, 2025BID/ISSUE OPENS ON June 26, 2025
BID/ISSUE CLOSES ON June 30, 2025
*Our Company in consultation with the BRLM have considered participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Investor Bidding Date shall be one Working Day prior to the Bid/Issue Opening Date.TABLE OF CONTENTS
Contents
SECTION I – GENERAL ......................................................................................................................................................................... 2
DEFINITIONS AND ABBREVIATIONS ........................................................................................................................................... 2
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA .................................................................................. 16
FORWARD LOOKING STATEMENTS ......................................................................................................................................... 17
SECTION II: OFFER DOCUMENT SUMMARY ............................................................................................................................... 19
SECTION III – RISK FACTORS .......................................................................................................................................................... 24
SECTION IV – INTRODUCTION ......................................................................................................................................................... 38
THE ISSUE .......................................................................................................................................................................................... 38
SUMMARY OF FINANCIAL INFORMATION ............................................................................................................................. 40
GENERAL INFORMATION............................................................................................................................................................. 44
CAPITAL STRUCTURE ................................................................................................................................................................... 56
OBJECTS OF THE ISSUE ................................................................................................................................................................ 71
BASIS OF ISSUE PRICE ................................................................................................................................................................... 79
STATEMENT OF POSSIBLE TAX BENEFITS ............................................................................................................................. 85
SECTION V – ABOUT THE COMPANY ............................................................................................................................................. 89
INDUSTRY OVERVIEW .................................................................................................................................................................. 89
BUSINESS OVERVIEW .................................................................................................................................................................. 107
KEY REGULATIONS AND POLICIES ........................................................................................................................................ 121
HISTORY AND CORPORATE STRUCTURE ............................................................................................................................. 130
OUR MANAGEMENT ..................................................................................................................................................................... 134
OUR PROMOTERS & PROMOTER GROUP ............................................................................................................................. 148
OUR PROMOTER GROUP ............................................................................................................................................................ 152
DIVIDEND POLICY ........................................................................................................................................................................ 157
SECTION VI - FINANCIAL INFORMATION OF THE COMPANY ............................................................................................. 158
RESTATED FINANCIAL STATEMENTS .................................................................................................................................... 158
OTHER FINANCIAL INFORMATION ........................................................................................................................................ 176
STATEMENT OF FINANCIAL INDEBTEDNESS ...................................................................................................................... 177
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
............................................................................................................................................................................................................ 178
CAPITALISATION STATEMENT ................................................................................................................................................ 189
SECTION VII - LEGAL AND OTHER INFORMATION ................................................................................................................ 190
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ................................................................................. 190
GOVERNMENT AND OTHER APPROVALS ............................................................................................................................. 198
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................................. 200
SECTION VIII – ISSUE RELATED INFORMATION ..................................................................................................................... 210
TERMS OF THE OFFER ................................................................................................................................................................ 210
OFFER PROCEDURE ..................................................................................................................................................................... 218
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................................................ 245
ISSUE STRUCTURE ........................................................................................................................................................................ 248
SECTION IX - DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION ................... 252
SECTION X – OTHER INFORMATION ........................................................................................................................................... 267
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ...................................................................................... 267
SECTION XI – DECLARATION ......................................................................................................................................................... 268SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
ThisProspectus uses certain definitions and abbreviations which, unless the context otherwise indicates or
implies, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline
or policy shall be to such legislation, act, regulation, rule, guideline or policy, as amended, supplemented or re-
enacted from time to time.
The words and expressions used in this Prospectus but not defined herein, shall have, to the extent applicable, the
meaning ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the
Depositories Act or the rules and regulations made there under.
Notwithstanding the foregoing, terms used in of the sections “Industry Overview”, “Key Regulations and
Policies”, “Statement of Possible Tax Benefits”, “Restated Financial Statements”, “Basis for Issue Price”, “History
and Corporate Structure”, “Other Regulatory and Statutory Disclosures”, “Outstanding Litigations and Material
Developments” and “Description of Equity Shares and Terms of the Articles of Association” on pages 89, 211,
85, 158, 79, 130, 200, 190 and 252, respectively, shall have the meaning ascribed to such terms in such sections.
General Terms
Term Description
“AAT”, “the Company”, “our Ace Alpha Tech Limited, a company incorporated in India under the Companies
Act 1956 having its Registered office at A-28, First Floor, Jhilmil Industrial
Company”, DM Prime and
Area, Shahdara, East Delhi, Delhi 110095.
Ace Alpha Tech Limited
Our Company was originally incorporated on October 08, 2012 as “DM Prime
Square Research & Analytics Private Limited” under the provisions of the
Companies Act, 1956.
Further, the company’s name was changed to “Ace Alpha Tech Private Limited”
pursuant to the special resolution passed by the members of our Company in its
extra-ordinary general meeting held on March 13, 2024 and vide Fresh
Certificate of Incorporation dated May 17, 2024 issued by the Registrar of
Companies, Central Registration Centre issued on behalf of Jurisdictional
Registrar of Companies under the Companies Act, 2013.
Subsequently, our Company was converted into public limited company
pursuant to a shareholders’ resolution passed at an Extra-Ordinary General
Meeting held on May 25, 2024 and Fresh Certificate of Incorporation dated
September 12, 2024 from the Registrar of Companies, Central Registration
Centre issued on behalf of Jurisdictional Registrar of Companies under the
Companies Act, 2013 issued upon conversion of the company from a private
limited company to a public limited company and consequent change of name to
“ACE ALPHA TECH LIMITED, having Company registration no. 243246
“we”, “us” and “our” Unless the context otherwise indicates or implies, refers to our Company
“you”, “your” or “yours” Prospective investors in this Issue
Company related terms
Term Description
AOA / Articles / Articles of Association of Ace Alpha Tech Limited as amended from time to time.
Articles of Association
Audit Committee The Committee of the Board of Directors constituted as the Company’s Audit
Committee in accordance with Section 177 of the Companies Act, 2013 as
amended.
Auditors/ Statutory Auditors The Auditors of Ace Alpha Tech Limited being Lalit Agarwal & Co., Chartered
Accountant.
Bankers to the Company HDFC Bank Limited
Board of Directors / the The Board of Directors of our Company, including all duly constituted
Board / our Board Committees thereof. For further details of our Directors, please refer to section
titled “Our Management” beginning on page 134 of this Prospectus.
Chairman/ Chairperson The Chairman/ Chairperson of Board of Directors of our Company being Mr.
Gaurav Sharma.
CIN Corporate Identification Number of our Company i.e., U74140DL2012PLC243246
Chief Financial Officer/CFO The Chief Financial Officer of our Company being Mr. Gaurav Sharma
2Companies Act / Act The Companies Act, 2013
Company Secretary The Company Secretary and Compliance Officer of our Company being Ms.
and Compliance Priyanka.
Officer
Corporate Office A-39, 2nd Floor, Sector 64 Noida, Gautam Buddh Nagar, Uttar Pradesh – 201301
DIN Directors Identification Number.
Director(s) / our Directors The Director(s) of our Company, unless otherwise specified.
Equity Shares Equity Shares of the Company of Face Value of Rs.10/- each unless otherwise
specified in the context thereof.
Equity Shareholders Persons/ Entities holding Equity Shares of Our Company.
Executive Directors Executive Directors are the Managing Director & Whole Time Directors of our
Company.
Group Companies Companies with which there were related party transactions as disclosed in the
Restated Financial Statements as covered under the applicable accounting standards,
and also other companies as considered material by our Board of the issuer as
disclosed in “Details of Promoter’s Group Companies” on page 148 of this
Prospectus.
Independent Director A non-executive & Independent Director as per the Companies Act, 2013 and the
Listing Regulations.
ISIN International Securities Identification Number. In this case being INE0S9X01011
Key Management Key Management Personnel of our Company in terms of the SEBI Regulations
Personnel/ KMP and the Companies Act, 2013. For details, see section entitled “Our Management”
on page 134 of this Prospectus.
Materiality Policy The policy on identification of group companies, material creditors and material
litigation, adopted by our Board on September 13, 2024, in accordance with the
requirements of the SEBI (ICDR) Regulations, 2018.
MD or Managing Director The Managing Director of our Company being Mr. Gaurav Sharma.
MOA / Memorandum / Memorandum of Association of Ace Alpha Tech Limited as amended from time
Memorandum of Association to time.
Non-Residents A person resident outside India, as defined under FEMA Regulations, 2000
Nomination and The nomination and remuneration committee of our Board constituted in accordance
Remuneration Committee with the Companies Act, 2013.
Non-Executive Director A Director not being an Executive Director or an Independent Director
NRIs / Non-Resident Indians A person resident outside India, as defined under FEMA Regulation and who is a
citizen of India or a Person of Indian Origin under Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident Outside India) Regulations,
2000.
Peer review Auditor The Peer Review Auditors of Ace Alpha Tech Limited being M/s KRA & Co.,
Chartered Accountant.
Person or Persons Any individual, sole proprietorship, unincorporated association, unincorporated
organization, body corporate, corporation, company, partnership, limited liability
company, joint venture, or trust or any other entity or organization validly
constituted and/or incorporated in the jurisdiction in which it exists and operates,
as the context requires.
Promoter(s) Shall mean promoters of our Company i.e., Mr. Gaurav Sharma & Arika Securities
Private Limited. For further details, please refer to section titled “Our Promoters
and Promoter Group” beginning on page 148 of this Prospectus.
Promoter Group Includes such Persons and entities constituting our promoter group covered under
Regulation 2(1) (pp) of the SEBI (ICDR) Regulations as enlisted in the section
titled “Our Promoter and Promoter Group” beginning on page 148 of this
Prospectus.
Registered Office A-28, First Floor, Jhilmil Industrial Area, Shahdara, East Delhi, Delhi, 110095,
India.
Restated Financial Information The restated audited financial information of the Company, which comprises of the
restated audited balance sheet, the restated audited profit and loss information and
restated audited cash flow information for the period ended December 31, 2024 and
year ended March 31, 2024, 2023 and 2022 together with the annexure and notes
thereto.
RoC/ Registrar of Companies Registrar of Companies, Delhi
Shareholders Shareholders of our Company
Stock Exchange Unless the context requires otherwise, refers to, BSE Limited
3Stakeholders Relationship The Stakeholder’s Relationship Committee of our Board constituted in accordance
Committee with section 178(5) of the Companies Act, 2013.
Subscriber to Initial Subscriber to MOA & AOA being Dinesh Kumar Gupta & Meera Gupta.
MOA/Initial Promoters
This space is left blank intentionally.
4ISSUE RELATED TERMS
Terms Description
Abridged Prospectus Abridged prospectus means a memorandum containing such salient features of
prospectus as may be specified by the SEBI in this behalf
Acknowledgement Slip The slip or document issued by the Designated Intermediary to a bidder as proof of
registration of the bid.
Allotment/Allot/Allotted Unless the context otherwise requires, allotment of Equity Shares offered pursuant to
the Fresh Issue and Offer for sale to successful Bidders.
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders who have been allotted
Equity Shares after the Basis of Allotment has been approved by the Designated Stock
Exchanges
Allottee (s) The successful bidder to whom the Equity Shares are being / have been issued.
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations and the
Prospectus and who has Bid for an amount of at least ₹ 200 Lakhs.
Anchor Investor Allocation The price at which Equity Shares will be allocated to the Anchor Investors in terms
Price
of the Prospectus and the Prospectus, which will be decided by our Company in
consultation with the Book Running Lead Manager during the Anchor Investor
Bid/Issue Period.
Anchor Investor Application The application form used by an Anchor Investor to make a Bid in the Anchor Investor
Form Portion and which will be considered as an application for Allotment in terms of the
Prospectus and the Prospectus.
Anchor Investor Bid/Issue The date one Working Day prior to the Bid/Issue Opening Date, on which Bids by Anchor
Period or Anchor Investor Investors shall be submitted, prior to and after which the Book Running Lead Manager
Bidding Date will not accept any Bids from Anchor Investors, and allocation to the Anchor Investors
shall be completed.
Anchor Investor Issue Price The final price at which the Equity Shares will be Allotted to the Anchor Investors in
terms of the Prospectus and the Prospectus, which price will be equal to or higher than
the Issue Price but not higher than the Cap Price.
The Anchor Investor Issue Price will be decided by our Company in consultation with
the Book Running Lead Manager
Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and
in the event the Anchor Investor Allocation Price is lower than the Issue Price, not later
than two Working Days after the Bid/ Issue Closing Date
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company, in consultation
with the Book Running Lead Manager, to the Anchor Investors on a discretionary basis
in accordance with the SEBI ICDR Regulations.
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the Anchor
Investor Allocation Price, in accordance with the SEBI ICDR Regulations
ASBA Account A bank account linked with or without UPI ID, maintained with an SCSB and specified
in the ASBA Form submitted by the bidders for blocking the bid Amount mentioned in
the ASBA Form.
ASBA Bidders Any prospective investor who makes a bid pursuant to the terms of the Prospectus and the
Bid cum Application Form including through UPI mode (as applicable).
ASBA Form A bid cum application form, whether physical or electronic, used by ASBA bidders,
which will be considered as the bid for Allotment in terms of the Prospectus.
Bankers to the Issue Banks which are clearing members and registered with SEBI as Bankers to an Issue and
with whom the Public Issue Account will be opened, in this case being HDFC Bank
Limited.
Banker to the Issue Agreement Agreement dated November 29, 2024 entered into amongst the Company, Book
Running Lead Manager, the Registrar and the Banker of the Issue.
Basis of Allotment The basis on which the Equity Shares will be Allotted, described in “Offer Procedure” on
page 218 of this Prospectus.
5Bid An indication to make an Issue during the Bid/ Issue Period by an ASBA Bidder pursuant
to submission of the ASBA Form, or during the Anchor Investor Bidding Date by an
Anchor Investor pursuant to submission of the Anchor Investor Application Form, to
subscribe to or purchase the Equity Shares at a price within the Price Band, including
all revisions and modifications thereto as permitted under the SEBI ICDR Regulations
and in terms of the Prospectus and the relevant Bid cum Application Form. The term
“Bidding” shall be construed accordingly.
Bid Lot 2000 Equity Shares and in multiples of 2000 Equity Shares thereafter
Bid/Issue Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which
the Designated Intermediaries will not accept any Bids, being 30 June, 2025, which
shall be published in all editions of Financial Express (a widely circulated English
national daily newspaper),and all editions of Jansatta (a widely circulated Hindi
national daily newspaper) and (Hindi also being the regional language of Delhi where
our registered office is located).
Our Company, in consultation with the BRLM, may, consider closing the Bid/Issue
Period for QIBs one Working Day prior to the Bid/ Issue Closing Date in accordance
with the SEBI ICDR Regulations. In case of any revision, the extended Bid/ Issue Closing
Date shall be widely disseminated by notification to the Stock Exchanges, and also be
notified on the websites of the BRLM and at the terminals of the Syndicate Members,
if any and communicated to the Designated Intermediaries and the Sponsor Bank,
which shall also be notified in an advertisement in same newspapers in which the Bid/
Issue Opening Date was published, as required under the SEBI ICDR Regulations
Bid/Issue Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which
the Designated Intermediaries shall start accepting Bids, being 25 June 2025 , which
shall be published in all editions of Financial Express (a widely circulated English
national daily newspaper), all and editions of Jansatta (a widely circulated Hindi
national daily newspaper) (Hindi also being the regional language of Delhi where
our registered office is located).
Bid/ Issue Period Except in relation to Anchor Investors, the period between the Bid/ Issue Opening Date
and the Bid/ Issue Closing Date, inclusive of both days, during which prospective Bidders
can submit their Bids, including any revisions thereof in accordance with the SEBI ICDR
Regulations and the terms of the Prospectus. Provided, however, that the Bidding shall
be kept open for a minimum of three Working Days for all categories of Bidders, other
than Anchor Investors.
Our Company, in consultation with the Book Running Lead Manager may consider
closing the Bid/Issue Period for the QIB Portion One Working Day prior to the Bid/Issue
Closing Date which shall also be notified in an advertisement in same newspapers in
which the Bid/Issue Opening Date was published, in accordance with the SEBI ICDR
Regulations.
In cases of force majeure, banking strike or similar circumstances, our Company may,
in consultation with the BRLM, for reasons to be recorded in writing, extend the Bid /
Issue Period for a minimum of three Working Days, subject to the Bid/ Issue Period not
exceeding 10 Working Days
Bidder/ Investor Any prospective investor who makes a bid for Equity Shares in terms of this
Prospectus.
Bidding Centres Centres at which the Designated Intermediaries shall accept the Bid cum Application
Forms i.e. Designated SCSB Branch for SCSBs, Specified Locations for members of
the Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for
RTAs and Designated CDP Locations for CDPs.
Bid Amount The amount at which the bidder makes a bid for the Equity Shares of our Company
in terms of Prospectus.
Bid cum Application Form The form in terms of which the bidder shall make a bid, including ASBA Form, and
which shall be considered as the bid for the Allotment pursuant to the terms of this
Prospectus.
Book Building Process Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Issue is being made
6BRLM / Book Running Lead Book Running Lead Manager to the Issue, in this case being Narnolia Financial
Manager Services Limited, SEBI Registered Category I Merchant Banker.
Broker centres notified by the Stock Exchanges where investors can submit the Bid cum
Broker Centres Application Forms to a Registered Broker. The details of such Broker Centres, along with
the names and contact details of the Registered Brokers are available on the websites of
the Stock Exchange.
BSE SME SME Platform of BSE for Listing of Equity Shares offered under Chapter IX of SEBI
(ICDR) Regulations.
Business Day Monday to Friday (except public holidays).
CAN or Confirmation of The Note or advice or intimation sent to each successful bidder indicating the Equity
Allocation Note which will be allotted, after approval of Basis of Allotment by the designated Stock
Exchange.
Cap Price The higher end of the Price Band, subject to any revisions thereto, above which the Issue
Price and the Anchor Investor Issue Price will not be finalised and above which no Bids
will be accepted
Client Id Client Identification Number maintained with one of the Depositories in relation to demat
Account
Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with
Participants or CDPs SEBI and who is eligible to procure bids at the Designated CDP Locations in terms
of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by
SEBI
Controlling Branches of the Such branches of the SCSBs which coordinate with the BRLM, the Registrar to the Issue
SCSBs and the Stock Exchange.
Demographic Details The demographic details of the bidders such as their Address, PAN, name of the bidder
father/husband, investor status, occupation and Bank Account details.
Depository / Depositories A depository registered with SEBI under the Securities and Exchange Board of India
(Depositories and Participants) Regulations, 1996 as amended from time to time, being
NSDL and CDSL.
Designated Date On the Designated Date, the amounts blocked by SCSBs are transferred from the ASBA
Accounts to the Public Issue Account and/ or unblocked in terms of this Prospectus.
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Bid cum Application Form
from the ASBA bidder and a list of which is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/ Recognized-Intermediaries or at such
other website as may be prescribed by SEBI from time to time
Designated CDP Locations Such locations of the CDPs where bidder can submit the Bid cum Application Forms
to Collecting Depository Participants.
The details of such Designated CDP Locations, along with names and contact details
of the Collecting Depository Participants eligible to accept Bid cum Application Forms
are available on the websites of the Stock Exchange i.e. www.bseindia.com
Designated RTA Locations Such locations of the RTAs where bidder can submit the Bid cum Application Forms
to RTAs. The details of such Designated RTA Locations, along with names and contact
details of the RTAs eligible to accept Bid cum Application Forms are available on the
websites of the Stock Exchange i.e. www.bseindia.com
Designated An SCSB’s with whom the bank account to be blocked, is maintained, a syndicate
Intermediaries/Collecting member (or sub-syndicate member), a Stock Broker registered with recognized Stock
Agent Exchange, a Depositary Participant, a registrar to an Issue and share transfer agent (RTA)
(whose names is mentioned on website of the stock exchange as eligible for this activity)
Designated Market Maker SS Corporate Securities Limited will act as the Market Maker and has agreed to
receive or deliver the specified securities in the market making process for a period of
three years from the date of listing of our Equity Shares or for a period as may be
notified by amendment to SEBI ICDR Regulations.
Designated Stock Exchange BSE Limited (SME Platform) (“BSE SME”)
DP Depository Participant
DP ID Depository Participant’s Identity Number
Draft Red Herring Prospectus Draft Red Herring prospectus dated September 27, 2024 issued in accordance with
Section 23, 26 and 32 of the Companies Act, 2013 and SEBI ICDR Regulation.
Eligible NRI A Non-Resident Indian in a jurisdiction outside India where it is not unlawful to make an
offer or invitation under the Issue and in relation to whom this Red Herring
Prospectus will constitute an invitation to subscribe for the Equity Shares.
7Equity Shares Equity Shares of our Company of face value Rs. 10.00 each
Electronic Transfer of Funds Refunds through ECS, NEFT, Direct Credit or RTGS as applicable.
Eligible QFIs QFIs from such jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Issue and in relation to whom the Prospectus constitutes an invitation
to purchase the Equity Shares Issued thereby and who have opened demat accounts with
SEBI registered qualified depositary participants.
Eligible NRI(s) An NRI(s) from such a jurisdiction outside India where it is not unlawful to make an
Offer or invitation under this Issue and in relation to whom the Bid cum Application
Form and the Prospectus will constitute an invitation to purchase the equity shares.
Escrow Account Accounts opened with the Banker to the Issue
FII / Foreign Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors)
Institutional Investors Regulations, 1995, as amended) registered with SEBI under applicable laws in India.
First/ Sole bidder The bidder whose name appears first in the Bid cum Application Form or Revision Form.
Floor Price The lower end of the Price Band, subject to any revision(s) thereto, not being less than
the face value of Equity Shares, at or above which the Issue Price and the Anchor Investor
Issue Price will be finalised and below which no Bids will be accepted
Foreign Venture Capital Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign Venture
Investors Capital Investor) Regulations, 2000.
FPI / Foreign Portfolio Investor A Foreign Portfolio Investor who has been registered pursuant to the of Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, provided that
any FII or QFI who holds a valid certificate of registration shall be deemed to be a foreign
portfolio investor till the expiry of the block of three years for which fees have been paid
as per the SEBI (Foreign Institutional Investors) Regulations, 1995, as amended
Fresh Issue and offer for sale The Fresh Issue of up to 35,48,400 Equity Shares aggregating up to ₹ 2448.12 Lakhs
and Offer for Sale of 11,22,000 Equity Shares aggregating to ₹ 774.18 Lakhs.
Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the
Fugitive Economic Offenders Act, 2018
General Information The General Information Document for investing in public issues prepared and issued
Document (GID) in accordance with the circulars (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 and
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 and circular
(SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018 notified by SEBI.
GIR Number General Index Registry Number.
IPO/ Issue / Issue Size/ Public Initial Public Offering
Issue
Issue/ Issue Size/ Initial Public The initial public offering of up to 46,70,000Equity Shares for cash at a price of ₹ 69
Offer/ Initial Public Offer/
each, aggregating up to ₹ 3222.30Lakhs.
Initial Public Offering/ IPO
Issue Proceeds Proceeds to be raised by our Company through this Fresh Issue, for further details please
refer chapter titled “Objects of the Issue” page 71 of this Prospectus
Issue Price The Price at which the Equity Shares are being issued/offered by our Company under this
Prospectus being Rs.69 per equity share.
Listing Agreement The Equity Listing Agreement to be signed between our Company and the National Stock
Exchange of India Limited.
Market Making Agreement The Market Making Agreement dated May 09, 2025 between our Company, Book
Running Lead Manager and Market Maker.
Market Maker S S Corporate Securities Limited
Market Maker Reservation The reserved portion of 2,64,000 Equity Shares of Rs. 10 each at an Issue price of Rs. 69
Portion each aggregating to Rs. 182.14 Lakhs to be subscribed by Market Maker in this Issue.
MOU / Memorandum of Memorandum of Understanding dated September 17, 2024 amongst our company and
Understanding BRLM, pursuant to which certain arrangements are agreed to in relation to the issue.
Mutual Funds A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996,
as amended from time to time
Net Issue The Issue excluding the Market Maker Reservation Portion of 44,06,400 Equity Shares
of Face Value of ₹ 10.00 each fully paid for cash at a price of ₹ 69 Equity Share
aggregating ₹ 3040.14 Lakhs by our Company.
Net Proceeds The proceeds from the Issue less the Issue related expenses applicable to the Fresh Issue.
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allocated to the Anchor
Investors.
8Non-Institutional Investors / Investors other than Retail Individual Investors, NRIs and QIBs who apply for the Equity
bidder Shares of a value of more than ₹ 2,00,000/-
Non-Resident A person resident outside India, as defined under FEMA Act, 1999 and includes Eligible
NRIs, Eligible QFIs, FIIs registered with SEBI and FVCIs registered with SEBI
NSEL/NSE National Stock Exchange of India Limited
NSE EMERGE The Emerge platform of NSE, approved by SEBI as an SME Exchange for listing of
equity shares Issued under Chapter IX of the SEBI ICDR Regulations.
Overseas Corporate Body/ OCB Overseas Corporate Body means and includes an entity defined in clause (xi) of
Regulation 2 of the Foreign Exchange Management (Withdrawal of General
Permission to Overseas Corporate Bodies (OCB‘s) Regulations 2003 and which was in
existence on the date of the commencement of these Regulations and immediately prior
to such commencement was eligible to undertake transactions pursuant to the general
permission granted under the Regulations. OCBs are not allowed to invest in this Issue.
Pay-in-Period The period commencing on the Bid/Issue Opening date and extended till the closure
of the Anchor Investor Pay-in-Date.
Payment through electronic Payment through NECS, NEFT or Direct Credit, as applicable
transfer of funds
Person/Persons Any individual, sole proprietorship, unincorporated association, unincorporated
organization, body corporate, corporation, company, partnership, limited liability
company, joint venture, or trust or any other entity or organization validly constituted
and/or incorporated in the jurisdiction in which it exists and operates, as the context
requires.
Price Band Price Band of a minimum price (Floor Price) of Rs. 65 and the maximum price (Cap
Price) of Rs. 69 and includes revisions thereof. The Price Band will be decided by our
Company in consultation with the BRLM and advertised in two national daily
newspapers (one each in English and in Hindi) with wide circulation and one daily
regional newspaper with wide circulation at least two working days prior to the Bid /
Issue Opening Date
Prospectus The Prospectus to be filed with the RoC in accordance with the Companies Act, 2013,
and the SEBI ICDR Regulations containing, inter alia, the Issue Price that is determined
at the end of the Book Building Process, the size of the Issue and certain other
information, including any addenda or corrigenda thereto.
Public Issue Account Account opened with the Bankers to the Issue to receive monies from the SCSBs from
the bank account of the ASBA bidder, on the Designated Date.
Public Issue Account Agreement to be entered into by our Company, the Registrar to the Issue, the Book
Agreement Running Lead Manager, and the Public Issue Bank/Banker to the Issue for collection
of the Application Amounts.
Qualified Foreign Investors / Non-resident investors other than SEBI registered FIIs or sub-accounts or SEBI
QFIs registered FVCIs who meet ‘know your client’ requirements prescribed by SEBI.
Qualified Institutional A Mutual Fund, Venture Capital Fund and Foreign Venture Capital Investor registered
Buyers/ QIBs with the SEBI, a foreign institutional investor and sub-account (other than a sub-account
which is a foreign corporate or foreign individual), registered with the SEBI; a public
financial institution as defined in Section 2(72) of the Companies Act, 2013; a scheduled
commercial bank; a multilateral and bilateral development financial institution; a state
industrial development corporation; an insurance company registered with the
Insurance Regulatory and Development Authority; a provident fund with minimum
corpus of Rs. 25.00 Crore; a pension fund with minimum corpus of Rs 25.00 Crore;
National Investment Fund set up by resolution No. F. No. 2/3/2005 – DDII dated
November 23, 2005 of the Government of India published in the Gazette of India,
insurance funds set up and managed by army, navy or air force of the Union of India
and insurance funds set up and managed by the Department of Posts, India.
Red Herring Prospectus / RHP The Red Herring Prospectus dated June 16, 2025 to be issued in accordance with Section
32 of the Companies Act, 2013 and the provisions of the SEBI ICDR Regulations,
which will not have complete particulars of the price at which the Equity Shares will
be Issued and the size of the Issue, including any addenda or corrigenda thereto
Refund Account (s) Account(s) to which monies to be refunded to the Applicants shall be transferred from
the Public Issue Account in case listing of the Equity Shares does not occur.
Refund Bank(s) / Refund Bank(s) which is / are clearing member(s) and registered with the SEBI as Bankers to the
Banker(s) Issue at which the Refund Accounts will be opened in case listing of the Equity Shares
does not occur, in this case being HDFC Bank Limited.
9Registrar/ Registrar to the Registrar to the Issue being Skyline Financial Services Private Limited.
Issue / RTA/ RTI
Registrar Agreement The agreement, dated September 17, 2024, is entered into between our Company and the
Registrar to the Issue. It outlines the responsibilities and obligations of the Registrar to the
Issue in relation to the tasks associated with the Issue.
Regulations SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2018 as amended from
time to time.
Retail Individual Investors Individual investors (including HUFs, in the name of Karta and Eligible NRIs) who apply
for the Equity Shares of a value of not more than Rs. 2,00,000.
Registered Broker Individuals or companies registered with SEBI as “Trading Members” (except
Syndicate/ Sub-Syndicate Members) who hold valid membership of either BSE or NSE
having right to trade in stocks listed on Stock Exchanges, through which investors can
buy or sell securities listed on stock exchanges, a list of which is available on
http://www.bseindia.com/members.html
Reserved Category/ Categories Categories of persons eligible for making bid under reservation portion.
Reservation Portion The portion of the Issue reserved for category of eligible bidders as provided under the
SEBI (ICDR) Regulations, 2018
Revision Form The form used by the bidders to modify the quantity of Equity Shares or the bid Amount
in any of their Bid cum Application Forms or any previous Revision Form(s)
Self-Certified Syndicate Bank(s) Banks which are registered with SEBI under the Securities and Exchange Board of India
/ SCSB(s) (Bankers to an Issue) Regulations, 1994 and offer services of ASBA, including blocking
of bank account, a list of which is available http://www.sebi.gov.in/pmd/scsb.pdf
SME Exchange SME Platform of the BSE i.e. BSE SME
Sponsor Bank Shall mean a Banker to the Issue i.e. HDFC Bank Limited registered with SEBI which
is appointed by the issuer to act as a conduit between the Stock Exchanges and National
Payments Corporation of India in order to push the mandate collect requests and/or
payment instructions of the retail investors into the UPI.
Sub- Account Sub- accounts registered with SEBI under the Securities and Exchange Board of India
(Foreign Institutional Investor) Regulations, 1995, other than sub-accounts which are
foreign corporate or foreign individuals.
Transaction Registration The slip or document issued by a member of the Syndicate or an SCSB (only on demand),
Slip/ TRS as the case may be, to the bidders, as proof of registration of the bid.
Underwriters The BRLM who has underwritten this Issue pursuant to the provisions of the SEBI
(ICDR) Regulations and the Securities and Exchange Board of India (Underwriters)
Regulations, 1993, as amended from time to time.
Underwriting Agreement The Agreement dated November 07, 2024 entered between the Underwriters, BRLM
and our Company.
Unified Payments Interface UPI is an instant payment system developed by the NPCI. It enables merging several
(UPI) banking features, seamless fund routing & merchant payments into one hood. UPI allows
instant transfer of money between any two person’s bank accounts using a payment
address which uniquely identifies a person’s bank Account.
UPI ID ID created on Unified Payment Interface (UPI) for single-window mobile payment
system developed by the National Payments Corporation of India (NPCI)
UPI Mandate Request A request (intimating the RII by way of a notification on the UPI bid and by way of
a SMS directing the RII to such UPI bid) to the RII initiated by the Sponsor Bank
to authorise blocking of funds on the UPI bid equivalent to bid Amount and
subsequent debit of funds in case of Allotment
UPI mechanism The bidding mechanism that may be used by a RII to make a bid in the Issue in
accordance with SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November
1, 2018
UPI PIN Password to authenticate UPI transaction
U.S. Securities Act U.S. Securities Act of 1933, as amended
Venture Capital Fund Foreign Venture Capital Funds (as defined under the Securities and Exchange Board of
India (Venture Capital Funds) Regulations, 1996) registered with SEBI under
applicable laws in India.
Wilful Defaulter As defined under Regulation 2(1)(lll) of SEBI (ICDR) Regulations, 2018 which means
a person or an issuer who or which is categorized as a wilful defaulter by any bank or
financial institution (as defined under the Companies Act, 2013) or consortium thereof,
in accordance with the guidelines on wilful defaulters issued by the Reserve Bank
of India.
10Working Day In accordance with Regulation 2(1)(mmm) of SEBI ICDR Regulation, working day
means all days on which commercial banks in the city as specified in the Prospectus
are open for business: -
1. However, in respect of announcement of price band and Issue Period, working day
shall mean all days, excluding Saturday, Sundays and Public holidays, on which
commercial banks in the city as notified in this Prospectus are open for business.
2. In respect to the time period between the Issue closing date and the listing of the
specified securities on the stock exchange, working day shall mean all trading days of
the Stock Exchanges, excluding Sundays and bank holiday in accordance with circular
issued by SEBI.
COMPANY AND INDUSTRY RELATED TERMS
Technical and Industry Related Terms
Terms Description
AePS Aadhaar Enabled Payment System
AI Artificial Intelligence
AMC Annual Maintenance Contracts
API Application Programming Interface
BFSI Banking, Financial Services and Insurance
CAGR Compound Annual Growth Rate
DMA Direct Market Access
DPIIT Department For Promotion of Industry and Internal Trade
GDP Gross Domestic Product
GST Goods And Service Tax
GVA Gross Value Added
HTML Hypertext Markup Language
IOT Internet Of Things
IPS Integrated Payment Solutions
IT Information Technology
IT & BPM Information Technology & Business Process Management
ITRA Institute Of Teaching & Research in Ayurveda
LAB Local Area Bank
M&A Mergers And Acquisition
MeitY Ministry Of Electronics and Information Technology
NASSCOM The National Association of Software and Services Companies
PTS Proprietary Trading System
R&D Research And Development
RBI Reserve Bank of India
SaaS Software-As-A-Service
SAKSHAM Skill Development Initiative
SAP Systems, Applications & Products in Data Processing
SCADA Supervisory Control and Data Acquisition
SD-WAN Software-Defined Wide Area Network
SEIS Services Exports from India Scheme
SEZ Special Economic Zone
US United States
USA United States of America
USD United States Dollar
WEO World Economic Outlook
WTO World Trade Organisation
XML Extensible Markup Language
OMS Order Management System
RMS Risk Management System
ABBREVIATIONS
11Abbreviation Full Form
AS / Accounting Standard Accounting Standards as issued by the Institute of Chartered Accountants of India
A/c Account
ACS Associate Company Secretary
AGM Annual General Meeting
ASBA Applications Supported by Blocked Amount
Amt Amount
Alternative Investment Funds registered under the Securities and Exchange Board of
AIF
India (Alternative Investment Funds) Regulations, 2012, as amended.
AY Assessment Year
AOA Articles of Association
Approx Approximately
BBA Bachelor of Business Administration
B. Com Bachelor of Commerce
B. Tech Bachelor of Technology
Bn Billion
BG/LC Bank Guarantee / Letter of Credit
BIFR Board for Industrial and Financial Reconstruction
BRLM Book Running Lead Manager
BSE BSE Limited
BSE SENSEX Sensex in an index; market indicator of the position of stock that is listed in the BSE
Banking Regulation Act The Banking Regulation Act, 1949
CDSL Central Depository Services (India) Limited
CAGR Compounded Annual Growth Rate
CAN Confirmation of Allocation Note
Category I Alternate AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI
Investment AIF
Fund / Category I AIF Regulations
Category I Foreign Portfolio FPIs who are registered as “Category I foreign portfolio investors” under the SEBI FPI
Investor(s) / Category I FPIs Regulations
Category II Alternate AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI
Investment AIF
Fund / Category II AIF Regulations
FPIs who are registered as “Category II foreign portfolio investors” under the SEBI
Category II Foreign Portfolio
FPI
Investor(s) / Category II FPIs Regulations
Category III Alternate
AIFs who are registered as “Category III Alternative Investment Funds” under the
Investment Fund / Category III
SEBI AIF Regulations
AIF
CA Chartered Accountant
CB Controlling Branch
CDSL Central Depository Services (India) Limited
CC Cash Credit
CIN Corporate Identification Number
CIT Commissioner of Income Tax
CS Company Secretary
CSR Corporate social responsibility.
CS & CO Company Secretary & Compliance Officer
CFO Chief Financial Officer
CENVAT Central Value Added Tax
CIBIL Credit Information Bureau (India) Limited
CST Central Sales Tax
A public health emergency of international concern as declared by the World Health
COVID – 19
Organization on January 30, 2020 and a pandemic on March 11, 2020
CWA/ICWA/CMA Cost and Works Accountant
CMD Chairman and Managing Director
Unless specified otherwise, this would imply to the provisions of the Companies Act,
2013 to the extent notified) and /or Provisions of Companies Act, 1956 w.r.t. the
Companies Act
sections which have not yet been replaced by the Companies Act, 2013 through any
12official notification
Depository or Depositories NSDL and CDSL.
DIN Director Identification Number
Department of Industrial Policy and Promotion, Ministry of Commerce, Government
DIPP
of India
DP Depository Participant
DP ID Depository Participant’s Identification Number
EBITDA Earnings Before Interest, Taxes, Depreciation & Amortisation
ECS Electronic Clearing System
ESIC Employee’s State Insurance Corporation
EPS Earnings Per Share
EGM /EOGM Extraordinary General Meeting
ESOP Employee Stock Option Plan
EXIM/ EXIM Policy Export – Import Policy
FCNR Account Foreign Currency Non-Resident Account
FIPB Foreign Investment Promotion Board
FY / Fiscal/Financial Year Period of twelve months ended March 31 of that particular year, unless otherwise stated
Foreign Exchange Management Act, 1999 as amended from time to time, and the
FEMA
regulations framed there under.
Foreign Exchange Management (Transfer or Issue of Security by a Person Resident
FEMA Regulations
Outside India) Regulations, 2017
FCNR Account Foreign Currency Non-Resident Account
FBT Fringe Benefit Tax
FDI Foreign Direct Investment
FIs Financial Institutions
Foreign Institutional Investors (as defined under Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000)
FIIs
registered with SEBI under applicable laws in India
FPIs Foreign Portfolio Investors as defined under the SEBI FPI Regulations.
FTA Foreign Trade Agreement.
Foreign Venture Capital Investors registered with SEBI under the Securities and
FVCI
Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000.
FV Face Value
GoI/Government Government of India
GDP Gross Domestic Product
GAAP Generally Accepted Accounting Principles in India
GST Goods and Service Tax
GVA Gross Value Added
HNI High Net Worth Individual
HUF Hindu Undivided Family
ICAI The Institute of Chartered Accountants of India
ICAI/ICMAI (Previously
The Institute of Cost Accountants of India
known as ICWAI)
IMF International Monetary Fund
INR / ₹/ Rupees/Rs. Indian Rupees, the legal currency of the Republic of India
IIP Index of Industrial Production
IPO Initial Public Offer
ICSI The Institute of Company Secretaries of India
IFRS International Financial Reporting Standards
i.e That is
I.T. Act Income Tax Act, 1961, as amended from time to time
IT Authorities Income Tax Authorities
IT Rules Income Tax Rules, 1962, as amended, except as stated otherwise
Indian GAAP Generally Accepted Accounting Principles in India
IRDA Insurance Regulatory and Development Authority
KMP Key Managerial Personnel
Ltd. Limited
MAT Minimum Alternate Tax
MCA Ministry of Corporate Affairs, Government of India
MoF Ministry of Finance, Government of India
13M-o-M Month-On-Month
MOU Memorandum of Understanding
M. A Master of Arts
M. B. A Master of Business Administration
M. Com Master of Commerce
Mn Million
M. E Master of Engineering
MRP Maximum Retail Price
M. Tech Masters of Technology
Merchant Banker as defined under the Securities and Exchange Board of India
Merchant Banker
(Merchant Bankers) Regulations, 1992
MAPIN Market Participants and Investors Database
MSMEs Micro, Small and medium Enterprises
MoA Memorandum of Association
NA Not Applicable
The aggregate of paid-up Share Capital and Share Premium account and Reserves and
Surplus (Excluding revaluation reserves) as reduced by aggregate of Miscellaneous
Networth
Expenditure (to the extent not written off) and debit balance of Profit & Loss Account
NEFT National Electronic Funds Transfer
NECS National Electronic Clearing System
NAV Net Asset Value
NPV Net Present Value
NRIs Non-Resident Indians
NRE Account Non-Resident External Account
NRO Account Non-Resident Ordinary Account
NSE National Stock Exchange of India Limited
NOC No Objection Certificate
NSDL National Securities Depository Limited
OCB Overseas Corporate Bodies
P.A. Per Annum
PF Provident Fund
PG Post Graduate
PAC Persons Acting in Concert
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
PBT Profit Before Tax
PLI Postal Life Insurance
POA Power of Attorney
PSU Public Sector Undertaking(s)
Pvt. Private
RBI The Reserve Bank of India
ROE Return on Equity
R&D Research & Development
RONW Return on Net Worth
RTGS RAAT Time Gross Settlement
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 Banks
SEBI Securities and Exchange Board of India
SEBI Act The Securities and Exchange Board of India Act, 1992
Securities and Exchange Board of India (Alternative Investments Funds) Regulations,
SEBI AIF Regulations
2012, as amended from time to time
Securities and Exchange Board of India (Foreign Institutional Investors) Regulations,
SEBI FII Regulations
1995, as amended from time to time
Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
SEBI FPI Regulations
2019, as amended from time to time
Securities and Exchange Board of India (Foreign Venture Capital Investor)
SEBI FVCI Regulations
Regulations, 2000, as amended from time to time
Securities and Exchange Board of India (Issue of Capital and Disclosure
14SEBI ICDR Regulations Requirements) Regulations, 2018, as amended from time to time
SEBI Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
Regulations 2015, as amended from time to time.
Securities and Exchange Board of India (Listing Obligations and Disclosure
SEBI LODR Regulations Requirements) Regulations, 2015, as amended from time to time
SEBI (PFUTP)
SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities
Regulations/PFUTP
Markets) Regulations, 2003
Regulations
Securities and Exchange Board of India (Substantial Acquisition of Shares and
SEBI SAST Regulations
Takeovers) Regulations, 2011, as amended from time to time
Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996, as
SEBI VCF Regulations
repAATed by the SEBI AIF Regulations, as amended
Sick Industrial Companies (Special provisions) Act, 1985, as amended from time to
SICA
time
SME Small and Medium Enterprises
STT Securities Transaction Tax
Sec. Section
SPV Special Purpose Vehicle
Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeover Regulations
Takeovers) Regulations, 2011
TAN Tax Deduction Account Number
TDS Tax Deducted at Source
TRS Transaction Registration Slip
TIN Taxpayers Identification Number
US/United States United States of America
Unified Payments Interface as a payment mechanism through National Payments
Corporation of India with Application Supported by Block Amount for applications in
UPI
public issues by retail individual investors through SCSBs
USD/ US$/ $ United States Dollar, the official currency of the Unites States of America
VCF / Venture Capital Fund Foreign Venture Capital Funds as defined under the SEBI AIF Regulations
VAT Value Added Tax
w.e.f. With effect from
WIP Work in process
An entity or person categorised as a wilful defaulter by any bank or financial institution
Wilful Defaulter
or consortium thereof, in terms of regulation 2(1)(III) of the SEBI ICDR Regulations
YoY Year over Year
The words and expressions used but not defined in this Prospectus will have the same meaning as assigned to such terms
under the Companies Act, the Securities and Exchange Board of India Act, 1992 (the “SEBI Act”), the SCRA, the
Depositories Act and the rules and regulations made thereunder.
Notwithstanding the foregoing, terms in “Description of Equity Shares and Terms of the Articles of Association”,
“Statement of Possible Tax Benefits”, “Industry Overview”, “Key Regulations and Policies”, “Financial Information of our
Company”, “Outstanding Litigations and Material Developments” and “Offer Procedure”, will have the meaning ascribed
to such terms in these respective sections.
15PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
Certain Conventions
All references in the Prospectus to “India” are to the Republic of India. All references in the Prospectus to the “U.S.”, “USA”
or “United States” are to the United States of America. Unless stated otherwise, all references to page numbers in this
Prospectus are to the page number of this Prospectus.
Financial Data
Unless stated otherwise, the financial data included in this Prospectus are extracted from the restated financial statements of
our Company, prepared in accordance with the applicable provisions of the Companies Act and Indian GAAP and restated in
accordance with SEBI (ICDR) Regulations, as stated in the report of our Peer Reviewed Auditors, set out in the section titled
‘Financial Information, as Restated’ in this Prospectus. Our restated 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 fiscal year commences on 1st April of each year and ends on 31st March of the next year. All references to a particular
fiscal year are to the 12 months period ended 31st March of that year. In this 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, IFRS and US GAAP. The Company has not
attempted to quantify their impact on the financial data included herein and urges you to consult your own advisors regarding
such differences and their impact on the Company’s financial data. Accordingly, to what extent, the financial statements
included in this Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with
Indian accounting practices / Indian GAAP. Any reliance by persons not familiar with Indian accounting practices on the
financial disclosures presented in this Prospectus should accordingly be limited. Any percentage amounts, as set forth in
“Risk Factors”, “Our Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and elsewhere in this Prospectus unless otherwise indicated, have been calculated on the basis of the Company’s restated
financial statements prepared in accordance with the applicable provisions of the Companies Act and Indian GAAP and
restated in accordance with SEBI (ICDR) Regulations, as stated in the report of our Peer Reviewed Auditors, set out in the
section titled ‘Financial Statements, as Restated’ in this Prospectus.
Currency and units of presentation
In this Prospectus, references to “Rupees” or “INR” or “₹” or “Rs.” are to Indian Rupees, the official currency of the Republic
of India. 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. All references to ‘million’ / ‘Million’ / ‘Mn’ refer to one million, which is equivalent to ‘ten
lacs’ or ‘ten lakhs’, the word ‘Lacs / Lakhs / Lac’ means ‘one hundred thousand’ and ‘Crore’ means ‘ten millions’ and ‘billion
/ bn./ Billions’ means ‘one hundred crores’.
Industry and Market Data
Unless stated otherwise, industry data used throughout the Prospectus has been obtained or derived from industry and government
publications, publicly available information and sources. Industry publications generally state that the information contained in
those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed
and their reliability cannot be assured. Although our Company believes that industry data used in the Prospectus is reliable, it has
not been independently verified. The meaningful interpretation of the data depends on the reader's familiarity with data compilation
methodologies. In our industry, there are no standard data gathering methods, and methodologies may vary among different sources.
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16FORWARD LOOKING STATEMENTS
All statements contained in the Prospectus that are not statements of historical facts constitute ‘forward-looking statements’. All
statements regarding our expected financial condition and results of operations, business, objectives, strategies, plans, goals and
prospects are forward-looking statements. These forward-looking statements include statements as to our business strategy, our
revenue and profitability, planned projects and other matters discussed in the Prospectus regarding matters that are not historical
facts. These forward looking statements and any other projections contained in the Prospectus (whether made by us or any third
party) are predictions and involve known and unknown risks, uncertainties and other factors that may cause our 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.
These forward looking statements can generally be identified by words or phrases such as “will”, “aim”, “will likely result”,
“believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”,
“objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions.
Important factors that could cause actual results to differ materially from our expectations include but are not limited to:
• loss of consumers;
• general, economic and business conditions in the markets in which we operate and in the local, regional and national and
international economies;
• adverse natural calamities having significant impact on regions where we are having projects under implementation;
• our ability to successfully implement strategy, growth and expansion plans and technological initiatives;
• our ability to respond to technological changes;
• our ability to attract and retain qualified personnel;
• general, social and political conditions in India which have an impact on our business activities or investments;
• potential mergers, acquisitions restructurings and increased competition;
• occurrences of natural disasters or calamities affecting the areas in which we have operations;
• market fluctuations and industry dynamics beyond our control;
• changes in the competition landscape;
• our ability to finance our business growth and obtain financing on favourable terms;
• our ability to manage our growth effectively;
• our ability to compete effectively, particularly in new markets and businesses;
• changes in laws and regulations relating to the industry in which we operate changes in government policies and regulatory
actions that apply to or affect our business; and
• developments affecting the Indian economy;
• Any adverse outcome in the legal proceedings in which we are involved.
For a further discussion of factors that could cause our current plans and expectations and actual results to differ, please refer to the
chapters titled ‘Risk Factors’, ‘Our Business’ and ‘Management’s Discussion and Analysis of Financial Condition and Results of
Operations’ beginning on page numbers 24, 107 and 178, respectively of this Prospectus.
Forward-looking statements reflect current views as of the date of this Prospectusand are not a guarantee of future performance.
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 as a guarantee of our future performance. These statements are based on our management’s belief and assumptions,
which in turn are based on currently available information. Although we believe the assumptions upon which these forward-looking
statements are based on are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements
based on these assumptions could be incorrect. Given these uncertainties, investors are cautioned not to place undue reliance on
such forward-looking statements and not to regard such statements as a guarantee of future performance. Neither our Company, our
Directors, the BRLMs, the Selling Shareholders, nor any Syndicate member nor any of their respective affiliates have any obligation
to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of
underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI’s requirements, our
Company shall ensure that investors in India are informed of material developments from the date of this Prospectusin relation to
the statements and undertakings made by them in the Prospectus until the time of the grant of listing and trading permission by the
17Stock Exchanges for this Offer. The Selling Shareholders, severally and not jointly, shall ensure that investors are informed of
material developments in relation to statements and undertakings specifically made or confirmed by them in the Draft Red Herring
Prospectus, Red Herring Prospectus and the Prospectus until the date of allotment of Equity Shares. Only the statements and
undertakings which are specifically confirmed or undertaken by each of the Selling Shareholders about or in relation to themselves
as Selling Shareholders and their respective portion of the Offered Shares, in this Prospectus shall be deemed to be statements and
undertakings made by such Selling Shareholders.
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18SECTION II: OFFER DOCUMENT SUMMARY
A. PRIMARY DETAIL OF BUSINESS AND INDUSTRY
Summary of Business
Our Company empowers traders of all sizes by providing a comprehensive suite of customized solutions tailored to their existing
trading systems. Our customized institutional-grade execution algorithms act as a front-end layer over existing order management
systems, enabling advanced traders to automate and execute strategies seamlessly, without manual intervention. This customization
not only improves strategy performance through automation but also streamlines operations and mitigates risk.
Additionally, our solutions allow clients to implement a separate risk management system alongside their existing operations,
offering a unified view of all strategies across portfolios and operators on a single screen with an integrated user and risk
management system. We specialize in catering to high-volume traders, offering bespoke trading solutions with API integration to
meet specific needs. Our market coverage spans various participants, ensuring scalability for even the most complex requirements.
Coupled with exceptional client support, we deliver an unparalleled trading experience designed to ensure success in fast-paced,
high-stakes markets.
Summary of Industry
Global Economy
Global GDP growth is projected at around 3.1%–3.3% for 2025–2026, slightly below the historical average. Advanced economies
like the US and Europe show modest growth, while emerging markets such as India and China continue to drive global expansion.
Inflation is expected to decline, but supply disruptions, trade protectionism, and geopolitical tensions pose persistent risks. Central
banks are cautiously shifting to monetary easing, although inflation volatility may slow policy normalization.
Indian Economy
India is forecasted to be the growing economy, with growth between 6.5%–7.3% for FY25 and FY26. Key growth drivers include:
• Strong services sector (public administration, real estate, finance)
• Rising rural demand supported by favorable monsoons and agricultural output
• Manufacturing exports, especially in electronics and chemicals
• Controlled fiscal deficit and expected ramp-up in government capital expenditure
Despite global headwinds and domestic inflation risks, India’s economic fundamentals remain robust. Strategic investments in
infrastructure and digitalization, along with improved tax compliance and private sector resilience, reinforce its growth trajectory.
IT & BPM Sector
India’s IT and BPM industry is a major contributor to GDP (projected to hit 10% by FY25) and employment (over 5.4 million
jobs as of FY23). Global digitalization trends and remote work culture have fueled rapid growth in:
• Cloud computing
• Cybersecurity
For further information please refer to the chapter Our Industry at page no 89.
B. OUR PROMOTERS
Our company is promoted by Mr. Gaurav Sharma and Arika Securities Private Limited.
C. SIZE OF THE ISSUE
Public Issue of upto 46,70,000Equity Shares of Face Value of ₹10/- each of Ace Alpha Tech Limited for Cash at a Price of ₹ 69
Per Equity Share (Including a Share Premium of ₹ 59 per Equity Share) (“Issue Price”) aggregating to ₹ 3222.30 Lakhs comprising
a Fresh Issue of up to 35,48,000 Equity Shares aggregating up to ₹ 2448.12 lakhs and an Offer For Sale of up to 11,22,000 Equity
Shares, of which 2,64,000 Equity Shares of Face Value of ₹ 10/- each at a price of ₹ 774.18 aggregating to ₹ 182.14 Lakhs will be
reserved for subscription by Market Maker (“Market Maker Reservation Portion”), and Net Issue to Public of 44,06,400 Equity
Shares of Face Value of ₹10/- each at a price of ₹ 69 aggregating to ₹ 3040.14 Lakhs (hereinafter referred to as the “Net Issue”)
The Issue and the Net Issue will constitute 26.59% and 25.09% respectively of the Post Issue paid up Equity Share Capital of Our
19Company.
D. OBJECT OF THE ISSUE
The objects for which the Net Proceeds from the Issue shall be utilized are as follows:
S. No Particulars Amt. (₹ in % of Total Issue
Lakhs) Size
1. Capital Expenditure 1,250.00 38.80%
2. Unidentified Acquisition and General Corporate Purposes* 855.00 26.54%
3. Issue Expense 343.00 10.65%
4. Offer for sale 774.00 24.02%
Total 3,222.00 100.00%
* To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC and the
amount to be utilized for general corporate purposes shall not exceed 25% of the amount raised by our Company. The amount
to be utilized for Unidentified Acquisition and General Corporate Purposes shall not exceed 35% of the amount raised by our
Company.
E. PRE-ISSUE SHAREHOLDING OF OUR PROMOTERS AND PROMOTER GROUP AS A PERCENTAGE OF THE
PAID-UP SHARE CAPITAL OF THE COMPANY
Pre-Issue Post Issue
S. No Names Shares % Shares Shares % Shares
Held Held Held Held
Promoter
1. Mr. Gaurav Sharma 2,54,212 1.81 2,43,046 1.38
2. Arika Securities Private Limited 75,64,104 53.99 74,65,103 42.52
TOTAL (A) 78,18,316 55.80 77,08,149 43.90
Promoter Group
TOTAL (B) - - - -
GRAND TOTAL (A+B) 78,18,316 55.80 77,08,149 43.90
For further details, refer chapter titled “Capital Structure” beginning on page no. 56 of this Prospectus.
F. SUMMARY OF RESTATED FINANCIAL STATEMENT
Restated Financials
(Rs. in Lakhs)
December 31 As at 31st March
Particulars
2024 2024 2023 2022
Total Share Capital 1,401.02 1.08 1.00 1.00
Total Net Worth 3,057.15 2,210.36 376.85 44.53
Total Revenue 1,271.31 1,535.38 494.02 36.16
Profit After Tax 846.79 1,065.40 332.31 13.45
Earnings Per Share
Rs. 6.04/share Rs. 7.94/share Rs. 2.56/share Rs. 0.10/share
(Basis & Diluted)
Net Asset Value per
Rs. 21.82/share Rs. 20,462.55/share Rs. 3,768.47/share Rs. 445.34/share
equity share
Total Borrowings NA NA NA NA
G. The Restated Financial Information does not contain any qualification by the Statutory Auditors
H. SUMMARY OF OUTSTANDING LITIGATION ARE AS FOLLOWS:
20Disciplinary actions
Aggregate
Statutory or by the SEBI or Material
Criminal Tax amount
Name of Entity Regulatory Stock Exchanges Civil
Proceedings Proceedings involved (Rs
Proceedings against our Litigations
in Lakhs)
Promoters
Company
By the Company NA NA NA NA NA NA
Against the
Company NA NA NA NA NA NA
Directors
By our Directors NA NA NA NA NA NA
Against the Amount is not Amount is not
NA NA NA NA
Directors quantifiable quantifiable
Promoters
By Promoters NA NA NA NA NA NA
Against Amount is not Amount is not
Promoters NA quantifiable NA NA NA quantifiable
Subsidiaries
By Subsidiaries NA NA NA NA NA NA
Against
NA NA NA NA NA NA
Subsidiaries
Group
Companies
By Group
NA NA NA NA NA NA
Companies
Against Group
NA NA NA NA NA NA
Companies
For further information, please refer chapter titled “Outstanding Litigations and Material Developments” on page no. 190 of this
Prospectus.
Investors should read chapter titled “Risk Factors” beginning on page no. 24 of this Prospectusto get a more informed view before
making any investment decisions.
F. SUMMARY OF CONTINGENT LIABILITIES
December 31 For the year ended March 31,
Particulars
2024 2024 2023 2022
Contingent liabilities -- -- -- --
For further information, please refer “Annexure H - Contingent Liability” under chapter titled “Financial Information of our
Company” on page no. 158 of this Prospectus.
G. SUMMARY OF RELATED PARTY TRANSACTIONS
As per Accounting Standard 18, Related Party Disclosure issued by the Institute of Chartered Accountants of India, the disclosure
of transactions with the related parties are given below:
(i) List of Related Parties and Nature of Relationship:
Key Management Personnel
Gaurav Sharma
(ii) The nature and volume of transactions of the Company during the year with the above-mentioned related parties were as
follows:
(Rs in lakhs)
21Nature of December 31 As at March 31
Name of Related Parties
Transactions
2024 2024 2023 2022
Director's remuneration Gaurav Sharma 18.00 24.00 14.00 -
Loan Given to Enterprises covered under AS-18 -
- - -
Loan Received back from Enterprises covered under AS- -
18 - - -
Total - - - -
For details of Restated related party transaction, please refer “Note 22 – Related Party Transaction” under chapter titled
“Restated Financial Statements” beginning on page no. 158 of this Prospectus.
H. There are no financing arrangements whereby the Promoter Group, the Directors of our Company who are the Promoters of
our Company, the Directors of our Company and their relatives have financed the purchase by any other person of securities
of our Company during the period of 6 (six) months immediately preceding the date of this Prospectus.
I. The weighted average price of acquisition of Equity Shares by our Promoters in last one year is:
Name of the Promoters No. of Shares held Weighted Average Cost of Acquisition per
Share (In Rs.)
Mr. Gaurav Sharma 2,54,016 0.00
Arika Securities Private Limited 75,61,272 1.48
Note: The Weighted average cost of acquisition herein has been certified by M/S. KRA & Company, Chartered Accountants, by
their certificate dated September 10, 2024 having UDIN: 24503150BKAMCU1544
Note: The Weighted Average Cost of Acquisition (WACA) has been calculated based on the equity shares acquired over the last
12 months, starting from September 29, 2023, up to the date the Prospectus was filed.
J. The average cost of acquisition of Equity Shares by our Promoters is:
Name of the Promoter No. of Shares held Average Cost of Acquisition per Share (In Rs.) *
Mr. Gaurav Sharma 2,54,212 39.68
Arika Securities Private Limited 75,64,104 2.31
Note: The Weighted average cost of acquisition herein has been certified by M/S. KRA & Company, Chartered Accountants, by
their certificate dated September 10, 2024 having UDIN: 24503150BKAMCU1544
K. The Weighted average cost of acquisition of Equity Shares selling shareholder is :
Weighted Average Cost of Acquisition of Promoters
Name Type No of shares offered WACCA
Gaurav Sharma Promoter 11,166 0.00
Arika Securities Private Limited Promoter 99,001 1.48
Weighted Average Cost of Acquisition of Other Selling Shareholders
Name Type No of shares offered WACCA
Abhinav Gupta Public 44,666 0.00
Prachi Gupta Public 1,64,594 0.70
Aastha Gupta Public 1,64,594 0.70
Tripti Gupta Public 3,29,188 0.70
Sonam Gupta Public 2,19,459 0.70
BLP Equity Research Private Limited Public 89,332 0.35
22L. Our Company does not contemplate any issuance or placement of Equity Shares from the date of this Prospectus till the listing
of the Equity Shares.
M. Except as disclosed in this Prospectus, our Company has not issued any Equity Shares for consideration other than cash in the
one year preceding the date of this Prospectus
N. Our Company has not undertaken a split or consolidation of the Equity Shares in the one year preceding the date of this
Prospectus.
O. As on date of the Prospectus, our Company has not availed any exemption from complying with any provisions of securities
laws granted by SEBI.
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23SECTION III – RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in this Prospectus,
including the risks and uncertainties described below, before making an investment in our Equity Shares. In making an investment
decision prospective investor must rely on their own examination of our Company and the terms of this offer including the merits
and risks involved. Any potential investor in, and subscriber of, the Equity Shares should also pay particular attention to the fact
that we are governed in India by a legal and regulatory environment in which some material respects may be different from that
which prevails in other countries. The risks and uncertainties described in this section are not the only risks and uncertainties we
currently face. Additional risks and uncertainties not known to us or that we currently deem immaterial may also have an adverse
effect on our business. If any of the following risks, or other risks that are not currently known or are now deemed immaterial,
actually occur, our business, results of operations and financial condition could suffer, the price of our Equity Shares could
decline, and you may lose all or part of your investment. Additionally, our business operations could also be affected by additional
factors that are not presently known to us or that we currently consider as immaterial to our operations.
Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or
other implications of any of the risks mentioned herein. To obtain a complete understanding, you should read this section in
conjunction with the chapters titled “Our Business”, “Our Industry” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”, as well as other financial information contained herein.
The following factors have been considered for determining the materiality of Risk Factors:
• Some events may not be material individually but may be found material collectively.
• Some events may have material impact qualitatively instead of quantitatively;
• Some events may not be material at present but may have material impact in future.
The financial and other related implications of the risks concerned, wherever quantifiable, have been disclosed in the risk factors
mentioned below. However, there are risk factors where the impact may not be quantifiable and hence the same has not been
disclosed in such risk factors. Unless otherwise stated, the financial information of the Company used in this section is derived
from our financial statements under Indian Accounting Standards, as restated in this Prospectus. Unless otherwise stated, we are
not in a position to specify or quantify the financial or other risks mentioned herein. For capitalized terms used but not defined in
this chapter, refer to the chapter titled “Definitions and Abbreviations”. The numbering of the risk factors has been done to
facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another.
The risk factors are classified as under for the sake of better clarity and increased understanding:
1) Internal Risk Factors
a) Business Risk
b) Issue Related Risk
2) External Risk Factors
INTERNAL RISK FACTORS
1) We are dependent on and derive a substantial portion of our revenue from a limited number of customers. Cancellation by
customers or a delay or reduction in their orders could have a material adverse effect on our business, results of operations
and financial condition.
We have, in the past derived a significant portion of our revenue from limited number of customer and we may continue to derive a
significant portion of our revenue from such customer. The details of Top 5 and Top 10 clients are as below:
The following table illustrates the concentration of our revenues among our top customers:
(Rs. in Lakhs)
For the period ended For the period ended For the period ended For the period ended
Particular December 31, 2024 March 31, 2024 March 31, 2023 March 31, 2022
Revenue In % Revenue In % Revenue In % Revenue In %
Top 5
724.74 63%
customers 646.09 43% 439.90 90% 27.00 84%
Top 10
951.24 82%
customers 990.63 67% 483.00 99% 32.00 100%
24As a significant portion of our revenue is concentrated to a select number of customers, any adverse development with such customer,
including as a result of a dispute with or disqualification by such major customers, may result in us experiencing significant reduction
in our cash flows and liquidity. The loss of significant clients, or projects from such clients for any reason, including as a result of
disqualification or dispute, may have a material and adverse effect on our business and results of operations.
OUR GEOGRAPHICAL DISTRIBUTION
(Rs. in Lakhs)
December 31, 2024 March 31, 2024 March 31, 2023 March 31, 2022
% to the % to the % to the % to the
State revenue revenue revenue revenue from
Revenue Revenue Revenue Revenue
from from from operation
operation operation operation
Delhi 501.51 43.45% 656.52 44.15% 356.46 72.86% 2.50 7.81%
Uttar Pradesh 342.59 29.68% 401.86 27.02% 10.00 2.04% 27.00 84.38%
Maharashtra 150.00 13.00% 135.45 9.11% - - - -
Rajasthan 2.75 0.24% 105.50 7.09% - - - -
Gujarat 117.38 10.17% 82.14 5.52% 17.36 3.55% - -
West Bengal - - 1.48 0.10% 87.65 17.91% - -
Punjab - - 63.70 4.28% - - -
Haryana 40.00 3.47% 40.25 2.71% 17.80 3.64% 2.50 7.81%
Export - - 0.21 0.01% - - -
Total 1154.23 100% 1487.12 100% 489.258 100% 32.00 100%
This has been certified by M/S. KRA & Company, Chartered Accountants, by their certificate dated May 23, 2025 having UDIN:
25503150BMJBZP7602
SEGMENT WISE REVENUE DISTRIBUTION
(Rs. in Lakhs)
December 31, 2024
March 31, 2024 March 31, 2023 March 31, 2022
Particular
Revenue In % Revenue In % Revenue In % Revenue In %
Customization Fees 471.89 40.88% 646.88 43.50% 149.66 30.59% 32.00 100%
Consultation
Services 175.00 15.16% 369.51 24.85% 174.69 35.71% - -
Technology
365.50 31.67%
Support and Annual 349.82 23.52% 160.91 32.89% - -
Maintenance
Licensing Fee 141.84 12.29% 120.91 8.13% 4.00 0.82% - -
Total
1154.23 100.00% 1487.12 100% 489.26 100% 32.00 100%
This has been certified by M/S. KRA & Company, Chartered Accountants, by their certificate dated May 23, 2025 having UDIN:
25503150BMJBZP7602
2) Our Promoters and members of the Promoter Group have significant control over the Company and have the ability to
direct our business and affairs; their interests may conflict with your interests as a shareholder.
As of the date of this Prospectus, our Promoters and Promoter Group holds the 55.80% of the pre-issue share capital of our Company.
Furthermore, after the completion of this Issue, our Promoters and Promoter Group will control, directly or indirectly our Company
and continue to hold 43.90% of the post issue paid-up equity share capital of our Company. As a result, our Promoters and Promoter
Group will continue to exercise significant control over us, including being able to control the composition of our Board and
determine decisions requiring simple or special majority voting of shareholders, and our other shareholders may be unable to affect
the outcome of such voting. Our Promoters and Promoter Group may take or block actions with respect to our business which may
conflict with the best interests of our Company or that of minority shareholders. We cannot assure you that our Promoters and
Promoter Group will exercise their rights as shareholders to the benefit and best interest of our Company.
253) The continued success of our business is heavily contingent on the expertise and involvement of our Promoters, senior
management and other key personnel, and the loss of, or our inability to attract or retain, such persons could affect our
business, results of operations, financial condition and cash flows.
Our performance depends largely on the efforts and abilities of our promoters, senior management and other key personnel. They
have gained experience in this line of business and have over the years built relations with our customers and other persons who are
connected with us and have been actively involved in the day to day operations and management, further we believe that the inputs
and experience of our senior management, in particular, and other key personnel are valuable for project development and
procurement activities, and our overall business operations and the strategic directions taken by our Company. For details in relation
to the experience of our key management personnel, see “Our Management” of this Prospectus. We cannot assure you that these
individuals or any other member of our senior management team will not leave us or join a competitor or that we will be able to
retain such personnel or find adequate replacements in a timely manner, or at all. We may also be required to increase our levels of
employee compensation more rapidly than in the past to remain competitive in attracting employees that our business requires. The
loss of the services of such persons may have an effect on our business, results of operations, financial condition and cash flows.
4) None of the executive director of the company have experience of a listed company exposing the company to various
regulatory and functional risks.
Our Company faces a risk due to the fact that none of our executive director have prior experience managing a listed company. This
lack of experience with the regulatory and operational complexities unique to listed entities may impact our ability to effectively
navigate the demands of public company governance, compliance, and reporting. The absence of seasoned expertise in this area
could pose challenges in meeting regulatory requirements, addressing shareholder expectations, and executing strategic decisions.
While we are committed to leveraging the expertise of our board and seeking external advice when needed, there is no assurance
that our current management team will successfully overcome these challenges or prevent potential impacts on our operations and
financial performance.
5) We lack ownership of the registered office and other office used by our company. Any interference with our entitlements
as the licensee/lessee or the cancellation of contracts with our licensors/lessors could have a negative effect on our
activities and, as a result, our overall business.
We are presently conducting operations from the registered office located A/28 1st Floor, Jhilmil Industrial Area, Shahdara, East
Delhi, Delhi 110095 and corporate office located at A-39, 2nd Floor, Sector 64 Noida, Gautam Buddh Nagar, Uttar Pradesh – 201301.
We do not own these offices; instead, 11 months and 11 months respectively. We cannot guarantee that we will be able to renew this
lease on terms that are commercially acceptable or favorable in the future. In case we are not able to renew the lease, it may have
negative impact on our business and results of operations. For more information, please refer to the "Our Business" section of this
Prospectus.
In the event that we are required to vacate our current premises, we would need to secure alternative locations for offices and other
infrastructure. However, we cannot guarantee that these new arrangements will be on commercially acceptable or favorable terms.
Any relocation during this period may lead to operational disruptions or increased costs, impacting our business, prospects, financial
results, and overall financial condition.
6) Our present promoters of the Company are first generation entrepreneurs.
Our present Promoters are first generation entrepreneurs. Their experience in managing the business is instrumental in the growth of
our Company. The concern is that their limited experience in running a listed company could potentially hinder the company's growth
in the future. The statement is being cautious and transparent about this uncertainty, as it cannot assure that the promoters'
inexperience won't affect our company's success.
7) Our promoter holds two positions as Managing Director and as Chief Financial Officer in our company
Our promoter, Mr. Gaurav Sharma, holds dual positions as both Managing Director and Chief Financial Officer of Ace Alpha Tech
Company, which may present certain risks for potential investors. While this structure has facilitated operational efficiency and
financial oversight, it creates a concentration of decision-making power that could limit independent oversight and risk management.
The duality in leadership roles may result in conflicting priorities, impacting the company’s governance framework and potentially
leading to delayed or less robust decision-making processes. We are committed to maintaining strong governance practices, and as
part of our ongoing evaluation, we may consider separating these roles to mitigate any potential risks to our business and investor
interests
8) Our Company has reported negative cash flows in the recent period. Negative cash flows in the future could adversely
affect our results of our operations and financial condition.
26Our cash flows from operating activities, investing activities and financing activities for the period ended December 31, 2024 and
Financial Year ended March 31 2024, 2023 and 2022 are set forth below:
(Rs. in Lakhs)
December 31, Fiscal 2024 Fiscal 2023 Fiscal 2022
Particulars
2024 (In Rs.) (In Rs.) (In Rs.)
Cash Flow from Operating Activities (1,232.36) 499.53 55.96 (3.64)
Cash Flow from Investing Activities 66.63 (132.46) 0.88 1.53
Cash Flow from Financing Activities (0.01) 768.12 (0.01) (0.01)
Net increase / (decrease) in cash and cash
equivalents (1,165.75) 1,135.19 56.83 (2.11)
We cannot assure you that we will not have negative cash flows in the future. This could have a negative effect on our capacity to
cover day-to-day operational expenses and business expansion. If we cannot generate enough cash flows, it may harm our business
and financial activities.
9) There have been instances of delay in filing of GST returns of the Company. We may be subject to regulatory actions and
penalties for any such delays and our business, financial condition and reputation may be adversely affected.
There have been instances of delays in filings of GST returns, the details of which mentioned below:
S. Type of Form Period Due date Date of Filing Delayed Reason of Delay
No. Days
1 GSTR-3B July-Sept 24/10/2021 27/10/2021 3 Due to Technical issues
2 GSTR-1 March 13/04/2021 15/04/2021 2 portal not working
3 GSTR-3B July 24/08/2020 25/09/2020 32 Due to the pandemic, staff
4 GSTR-1 April-June 31/07/2020 05/08/2020 5 shortages impacted
5 GSTR-3B June 24/07/2020 05/08/2020 12 operations.
6 GSTR-3B June 20/07/2019 22/07/2019 2 Due to Technical issues
7 GSTR-3B May 20/06/2019 21/06/2019 1 portal not working
8 GSTR-3B April 20/05/2019 21/05/2019 1
The company has implemented measures to ensure compliance, and a compliance calendar has been introduced to track
due dates, with regular internal reviews to ensure regulatory adherence. External consultants or tax professionals have also
been engaged to minimize future delays. All delayed Returns have now been duly filed with the concerned authorities along
with the late/ additional fees, and the compliance status has been regularized.
No penalties were levied for the delays. The Company has paid the applicable late/additional fees for Returns filing as per
statutory requirements. Since no penalties were imposed, no compounding application has been made
10) Our Company may not have complied with certain statutory provisions of the Companies Act, 2013. Such non- compliances
/ lapses may attract penalties and prosecution against the Company and its directors which could impact on the financial
position of the Company to that extent.
We monitor compliances with applicable laws and regulations by implementing stringent internal checks and controls.
Although we have generally been in compliance with applicable laws, there have been certain instances of discrepancies/
errors in statutory filings. Although no regulatory action has been taken against us with respect to the aforesaid non-
compliances/errors, there can be no assurance that regulatory action shall not be taken by the relevant authorities against us
in the future. In an event such an action is taken, we may be subject to penalties and other consequences that may adversely
impact our business, reputation, and results of operation and there can be no assurance that we shall be able to successfully
defend any action/allegation raised by such regulatory authorities. Our team meticulously follows a detailed compliance
calendar providing for compliances under various applicable laws, including but not limited to the Companies Act. As we
continue to grow, there can be no assurance that deficiencies in our internal controls shall not arise, or that we shall be able
to implement, and continue to maintain, adequate measures to rectify or mitigate any such deficiencies in our internal
27controls, in a timely manner or at all. There may be recurrences of similar discrepancies/errors in the future that could
subject our Company to penal consequences under applicable laws. Any such action could adversely impact our business,
reputation, and results of operation.
The details of non-compliances or delayed filings are given as follows:
S. No. Type of Form Due date Date of Filing Delayed Days Reason of Delay
1 Form ADT-01 for Re-Appointment 14-12-2021 17-12-2021 3 Due to Technical
of Auditor for 5 years issues
2 Form AOC-4 for the financial year 30-10-2022 08-11-2022 9 Procedural delay
ending on 2022
3 Form AOC-4 for the financial year 08/10/2023 24-01-2024 108 The Company
ending on 2023 Secretary was not
appointed, and
the company
4 Form MGT-7A for the financial year 06/11/2023 19-01-2024 74 lacked proper
ending on 2023 administrative
staff.
5 Form MGT-14 for approving the 14/02/2023 20-01-2024 340
limit for the loans and investments by
the Company in terms of the
provisions under section 186 of the
Companies Act, 2013
6 Form INC-27 for conversion of 08-06-2024 28-06-2024 20 Late approval of
private company to public limited form MGT-14
The company has taken steps to ensure compliance with the regulatory provisions and laws. The company has appointed
Miss. Priyanka as Company Secretary and Compliance Officer on May 01, 2024, to handle compliance-related filings, to
prevent delays and comply with the laws and regulations. A compliance calendar has been implemented to track due dates
and to avoid compliance deadlines. Regular internal reviews are being conducted to ensure adherence to regulatory
requirements. When required the company get engaged or consult with legal advisors.
All the delayed forms have now been duly filed with the concerned authorities along with the late or additional fees, and
the compliance status has been regularized as on date.
No penalties were levied for the delays. The Company has paid the applicable late or additional fees for form filings as per
statutory requirements. Since no penalties were imposed, no compounding application has been made.
11) Our Company has incurred major expenditure towards employee benefits and any changes in this could adversely affect
the profitability of our company.
Our Company has observed a significant concentration of expenses in employee benefit costs over the past three fiscal years.
Specifically, employee benefit expenses amounted to Rs 50.47 lakhs, Rs 29.67 lakhs, and Rs 17.07 lakhs in FY 23-24, FY 22-23,
and FY 21-22, respectively. These figures represent a substantial portion of our total expenses, accounting for 39.3%, 59.4%, and
94.5% of our total expense in each corresponding fiscal year (Rs 128.09 lakhs, Rs 49.94 lakhs, and Rs 18.05 lakhs). The concentration
of expenses in this category may expose the Company to risks associated with increased employee-related costs. Any future changes
in employee compensation, benefits regulations, or workforce size could significantly impact our financial performance.
Additionally, the increasing trend in these expenses relative to our total costs could affect our profitability and operational flexibility.
We continually monitor these expenses and evaluate our cost management strategies to mitigate potential risks, but there is no
guarantee that our efforts will fully offset these risks or their potential impact on our financial condition. Moreover, our Company
28has incurred substantial costs of Rs. 20.21 lakhs for ROC filing fees (relating to stamp duty charges for increase in authorized share
capital of the company) and Rs. 24 lakhs for Director’s remuneration in FY 23-24. These significant expenditures could strain our
financial resources and impact our profitability. Increased regulatory fees or high executive compensation may further affect our
financial stability. Our Company is actively managing these costs, but there is no guarantee against potential adverse effects.
12) Our Company will not receive any proceeds from the Offer for Sale. The proceeds from the Offer for Sale shall be received
directly by the Selling Shareholders.
Investors should be aware that a substantial portion of this Public Issue comprises the offer for sale, and our company will not directly
receive any proceeds from the offering. Instead, the funds raised through the Offer will be received by the Selling Shareholders. We
will not receive any of the proceeds from the Offer for Sale portion and will accordingly not have access to such funds.
13) Our business success relies on the performance and functionality of our information technology systems, which play a
crucial role in our day-to-day operations.
We acknowledge the risks associated with system errors, failures, or sudden increases in bandwidth usage, any of which
could lead to the unavailability of our systems. Our computer networks are also susceptible to unauthorized access, hacking,
viruses, and other security issues. The circumvention of security measures by a user could result in the misappropriation of
proprietary information or disruptions in operations. Consequently, we may need to allocate substantial resources to
safeguard against these threats. However, our company has not faced any of such instance in the past, while we cannot
ensure it may not happen in future.
In the event of IT system malfunctions or prolonged downtime, our ability to conduct operations safely and efficiently may
be compromised. This could result in losses in revenue, damage to our reputation, and a decline in business volume,
significantly impacting our financial condition and operational results. While we have not experienced widespread
disruptions to our client services thus far, there is no guarantee that we will not encounter such disruptions in the future.
Our Company has taken several measures to mitigate the risk associated with IT system malfunctions or prolonged
downtime. We also include a specific clause in our client agreements that limits our liability in such instances, ensuring
that clients are aware of potential risks beyond our control.
14) We have in past entered into related party transactions and we may continue to do so in the future.
We have in past entered into several related party transactions with our Promoter, Promoter Group and Key Managerial Personnels
(pertaining to remuneration and interest income transactions). For further details, please refer to the chapter titled ― “Financial
Information” section. While we assert that all our related party transactions have been conducted at arm's length, and we confirm
compliance with relevant provisions of the Companies Act and other applicable laws, we cannot guarantee that we might not have
secured more favorable terms if these transactions had involved unrelated parties. The possibility exists that these transactions,
whether individually or collectively, could negatively impact our business, prospects, financial results, and overall financial
condition, potentially due to conflicts of interest or other factors. Furthermore, the future success of our business and growth prospects
may be at risk if we cannot capitalize on our relationships with related parties. The related party transactions entered into by our
company is in compliance with the Companies Act, 2013 and all other applicable laws.
15) Our service agreements with clients generally include the confidentiality clause, imposing a strict obligation on us to
safeguard the confidential information. The breach of the confidentiality clause, whether unintentional or deliberate,
expose our company to significant legal and reputational risk.
Our service agreement with clients incorporates a critical confidentiality clause, imposing a strict obligation on us to safeguard the
confidential information entrusted by our clients. This clause serves as a cornerstone in our client relationships, reinforcing trust and
ensuring the protection of proprietary data. However, this commitment carries inherent risks that could adversely impact our business
operations and financial standing.
The breach of the confidentiality clause, whether unintentional or deliberate, exposes our company to significant legal and
reputational risks. A failure to maintain the confidentiality of client information could result in the termination of agreements with
the affected client. The repercussions extend beyond the immediate loss of revenue from terminated contracts, potentially leading to
protracted legal proceedings.
16) We function within a competitive landscape and may encounter challenges in effectively competing, potentially leading to
a significant adverse impact on our business, operational outcomes, and financial condition.
We operate in a competitive market, and we anticipate that competition will persist and intensify in the future. The dynamic and
growing nature of our market attracts both new and existing competitors who allocate significant resources to enhance their products
29and services. Our ability to execute our business strategy and achieve growth hinges on several factors, including our capacity to
introduce new services, adapt to evolving technologies, respond to competitor pricing strategies, enhance our brand, forge agreements
with technology partners, and develop intellectual property.
Our competitors may allocate greater resources to product development, promotion, and sales, potentially having lower costs and
greater resilience to withstand lower prices for market share gains. They might also have diversification advantages, leveraging their
other businesses, products, and services to accept lower returns and capture market share. Additionally, competitors may possess
superior technical, research and development, marketing, and financial resources compared to us, enabling them to respond more
swiftly to new technologies or changing customer requirements and introduce a wider range of products.
To stay competitive, we must continually invest significant resources in modernization, research and development, marketing, and
customer support. The availability of adequate resources for these investments and the capability to make technological
advancements necessary for competitiveness remain uncertain. Failing to compete effectively against current or future competitors
could have a materially adverse impact on our business, operational results, and financial condition.
17) The restated financial statement of the company has been provided by the peer reviewed chartered accountant who is not
the statutory auditor of the Company.
The Restated Financial Information of our Company as disclosed in the Prospectus under the section titled “Restated
Financial statements” beginning on Page no. 158 for the period ended on December 31, 2024 and Financial Year ended
March 31, 2024, 2023 and 2022, was provided by peer reviewed auditor namely M/s K R A & Co., Chartered
Accountants having FRN 020266N and peer review certificate number 012550, who was not the Statutory Auditor of
our Company.
Further Lalit Agarwal & Co. Chartered Accountant having FRN: 008995N has been serving as the statutory auditor of
the company since November 11, 2021.
Peer-reviewed accountants may not have the same level of access and understanding of your company’s operations and
internal controls as the statutory auditors. This limited access could result in an incomplete review and potentially loose
track of important risks or errors.
18) The company issued shares at a significantly higher valuation in the previous year. However, there is no assurance that
such a high valuation can be sustained going forward, especially if future performance does not align with investor
expectations or market conditions change.
The valuation of the company, rising from INR 1,687.94 in May 2023 to INR 1,04,613 in September 2023, and further to
INR 1,18,310 by March 2024. The valuation multiplied by approximately 60 times, followed by a more moderate growth
of approximately 13% by March 2024. This growth was driven by a substantial rise in revenue, from Rs. 489.26 Lakhs in
FY 2023 to Rs. 1,487.12 Lakhs in FY 2024, and an expanding client base, which grew from 14 in FY 2023 to 36 in FY
2024.
The valuation method also shifted from the Net Asset Value (NAV) approach in May 2023 to the income approach in
September 2023 and March 2024, reflecting future growth prospects. The company issued a total of 100, 468, and 234
shares on May 16, 2023, September 19, 2023, and March 30, 2024, respectively. These initial share issuances were based
on a smaller share capital base, leading to a higher per-share valuation. Following the increase in share capital, a bonus
issue of 1,39,99,392 equity shares was adjusted as of April 30, 2024.
Such rapid and significant fluctuations may indicate valuation volatility potentially driven by short-term factors. This pace
of growth may not be maintainable, and there exists a material risk that the valuation could be revised or corrected in future
periods.
19) Reliance has been placed on declarations and affidavits furnished by certain of our promoter for details of their profiles
included in this Prospectus
Reliance has been placed on undertakings and affidavits furnished by them to disclose details of their educational qualifications in
this Prospectus and we have not been able to independently verify these details. Therefore, we cannot assure you that all information
30relating to the educational qualifications and experiences of our Promoter and Director of this Prospectusare complete, true and
accurate.
20) Our success depends on our ability to develop and maintain successful relationships with merchants. Misconduct by our
employees or failure of our internal processes could harm us by impairing our ability to attract and retain customers.
Employee misconduct or the failure of our internal processes and procedures has the potential to negatively impact us by
compromising our ability to attract and retain customers, exposing us to significant legal liability, and causing reputational harm.
Our business is inherently susceptible to the risks associated with employee misconduct or the breakdown of internal processes and
procedures. Examples of employee misconduct include the improper use or disclosure of confidential information, leading to
potential legal battles and severe damage to our reputation or financial standing.
Despite our efforts to monitor, detect, and prevent fraud or misappropriation by employees through various internal control measures,
internal policies, and insurance coverage, these precautions may not be universally effective. It is possible that we may be unable to
fully prevent or deter such activities in all cases. While we have successfully identified and addressed issues of this nature in the
past, with no material impact, instances of fraud and misconduct by employees may go unnoticed for certain periods before corrective
action is taken.
21) Our Promoter, Directors and Key Management Personnel have interest in our Company, other than reimbursement of
expenses incurred or remuneration.
Our Promoter, Directors and Key Management Personnel can be deemed to be interested to the extent of the Equity Shares held by
them, or their relatives, dividend entitlement in our Company, and benefits deriving from the directorship in our Company. Our
Promoter are interested in the transactions entered into our Company and our Promoter Group. For further information, please refer
to the chapters/section titled “Our Business”, “Our Promoter”, “Our Promoter Group” and Related Party Transaction Notes under
“Financial Statements” Chapter.
22) The Objects of the Issue for which funds are being raised, are based on our management estimates and any bank or
financial institution or any independent agency has not appraised the same. The deployment of funds in the project is
entirely at our discretion, based on the parameters as mentioned in the chapter titles “Objects of the Issue”.
The fund requirement and deployment, as mentioned in the “Objects of the Issue” of this Prospectusis based on the estimates of
our management and has not been appraised by any bank or financial institution or any other independent agency. These fund
requirements are based on our current business plan.
We cannot assure that the current business plan will be implemented in its entirety or at all. In view of the highly competitive and
dynamic nature of our business, we may have to revise our business plan from time to time and consequently these fund requirements.
The deployment of the funds as stated under chapter Objects of the Issue is at the discretion of our Board of Directors and is not
subject to monitoring by any external independent agency. Further, we cannot assure that the actual costs or schedule of
implementation as stated under chapter Objects of the Issue will not vary from the estimated costs or schedule of implementation.
Any such variance may be on account of one or more factors, some of which may be beyond our control. Occurrence of any such
event may delay our business plans and/or may have an adverse bearing on our expected revenues and earnings.
23) Our business relies extensively on our Promoter and Key Managerial Personnel for the ongoing success through their
continuous services and strategic guidance and support.
Our success relies extensively on the ongoing commitment of our Key Managerial Personnel, supported by our Promoter. The
Company's Board comprises a strong team of qualified professionals, making our Key Managerial Personnel crucial for day-to-day
operations. Losing any of our Promoter or Key Management Personnel, or facing challenges in finding suitable replacements, could
negatively impact us. The absence of our Promoter and senior management's services might hinder our ability to efficiently manage
and expand the business. If we struggle to retain skilled employees at reasonable costs, executing our growth strategy may become
challenging. Refer to the sections "Our Promoter”, “Our Promoter Group" and "Our Management" for more details on our Promoter,
Directors, and Key Managerial Personnel.
24) We may be unable to attract and retain qualified, skilled employees necessary to manage, maintain and grow our
business.
Our ability to thrive hinges significantly on our capacity to attract and retain highly skilled professionals, including engineers,
operations managers, and sales and service staff. Given the scarcity of skilled individuals in the services industry and the intense
competition in the job market, maintaining our team of personnel is crucial. Increased attrition poses a risk of diminishing the
experience level within our team, potentially leading to heightened downtime and operational incidents. This, in turn, could result in
reduced revenues and increased costs. The competitive landscape has driven up hiring, training, and retention expenses, creating
inflationary pressure. The financial commitment required to continually attract and retain such personnel may impact our operating
margins adversely.
3125) Our operations could be adversely affected by strikes or increased wage demands by our employees or any other kind of
disputes with our employees.
As on the date of Prospectus, we have a team of 26 employees, across our operations. While we have not faced any employee unrest
in the past, we cannot guarantee that future disputes or issues with our workforce won't disrupt our business. If such problems arise
and are not resolved quickly, they could interfere with our normal operations and negatively impact our business, performance, and
financial health. These situations are unpredictable and beyond our control, and any such events could harm our overall operations
.
26) If we are unable to expand our business rapidly to keep pace with the increasing demands of our customers, it could
negatively impact our operational outcomes.
We have witnessed substantial growth in our customer base, placing strain on our management, administrative, operational, and
financial infrastructure. We anticipate the need for additional investments in infrastructure spending to scale our operations, enhance
productivity, address customer needs, improve services, and expand into new geographic areas.
The effective management of our projected growth is crucial to our success, relying significantly on the capability of our senior
management. This involves increasing the productivity of existing employees, as well as hiring, training, and managing new staff as
necessary. To handle the expected growth both domestically and internationally, we must continually enhance our operational,
financial, and management controls, along with improving reporting systems and procedures.
The increased investments will raise our cost base, making it challenging to offset potential future revenue shortfalls by reducing
expenses in the short term. Although we have successfully scaled our operations and increased productivity in the past, any failure
to achieve similar results in the future could impede the execution of our business plan, significantly impacting our business prospects
and operational outcomes.
27) We may require additional funding to support our growth strategies. The inability to secure additional financing could
negatively impact our business, operational results, financial condition, and cash flows.
We will continue incurring expenses to maintain and expand our existing infrastructure, as well as to develop and implement new
technologies as part of our service offerings. Our business growth strategy may necessitate raising additional funds for working
capital or long-term plans. While historically, we have funded capital expenditures mainly through internal accruals and cash flow
from operations, we cannot guarantee having sufficient capital resources for current operations or any potential future expansions. If
our internally generated capital and available credit facilities fall short for financing our capital expenditures and growth plans, we
may need to seek additional financing from third parties like banks, venture capital funds, joint venture partners, and other strategic
investors in the future.
Arranging financing and its costs depend on various factors, including general economic and capital market conditions, credit
availability, investor confidence, the sustained success of our operations, and laws facilitating capital raising. Opting for debt
financing may subject us to restrictive covenants, potentially limiting our operational and managerial flexibility. Financing
agreements might include terms requiring us to maintain specific debt service coverage and leverage ratios, using our assets,
including cash balances, as collateral.
Failure to secure financing in a timely manner, at reasonable costs, and on acceptable terms, or failure to obtain it at all, could compel
us to postpone, downsize, or abandon expansion plans. Such outcomes may significantly impact our business, financial condition,
operational results, and future prospects.
28) Failure to establish optimal prices for our services and offerings could have negative consequences on our business,
financial condition, and operational results.
We provide price quotes for our services and solutions based on the specific needs of our customers or the duration of service
commitments on a case-by-case basis. Additionally, our ability to attract new customers or retain existing ones may be impacted if
competitors adjust or reduce their prices. As we expand, determining the suitable pricing for effective competition in each geographic
region becomes crucial. Failure to optimally price our service offerings and effectively manage the risks associated with altering
prices or the pricing model could negatively impact our business, financial condition, and operational results.
29) We cannot assure payment of dividends on the Equity Shares in the future and our ability to pay dividends in the future will
depend upon future earnings, financial condition, cash flows, working capital requirements, capital expenditures and
restrictive covenants of our financing arrangements.
Our ability to pay dividends in the future will depend upon our future results of operations, financial condition, cash flows, sufficient
profitability, working capital requirements and capital expenditure requirements and other factors considered relevant by our
directors and shareholders. Our ability to pay dividends may also be restricted under certain financing arrangements that we may
enter into. We cannot assure you that we will be able to pay dividends on the Equity Shares at any point in the future. For details,
see “Dividend Policy”.
32The declaration and payment of dividends will be recommended by the Board of Directors and approved by the Shareholders, at
their discretion, subject to the provisions of the Articles of Association and applicable law, including the Companies Act. We may
retain all future earnings, if any, for use in the operations and expansion of the business. As a result, we may not declare dividends
in the foreseeable future. Any future determination as to the declaration and payment of dividends will be at the discretion of our
Board and will depend on factors that our Board deems relevant, including among others, our future earnings, financial condition,
cash requirements, business prospects and any other financing arrangements. We cannot assure you that we will be able to pay
dividends in the future. Accordingly, realization of a gain on the Shareholders’ investments will depend on the appreciation of the
price of our Equity Shares. We cannot assure you that our Equity Shares will appreciate in value.
30) Our Promoters are not engaged in similar line of business, however, there can be no assurance that our Promoter or
members of the Promoter Group will not compete with our existing business.
At present none of our Promoter are engaged in any other business having object similar to the line of business of our Company.
However, there can be no assurance that our Promoter or members of the Promoter Group will not compete with our existing business
or any future business that we may undertake or that their interests will not conflict with ours. Any such future conflicts could have
a material adverse effect on our reputation, business, results of operations and financial condition which may adversely affect our
profitability and results of operations.
31) We have not made any alternate arrangements for meeting our capital requirements for the Objects of the Issue. Further
we have not identified any alternate source of financing the Objects of the Issue. A deficiency in securing or fulfilling these
requirements could have negative consequences on our expansion strategies, day-to-day business activities, and overall
financial well-being.
As of the date of this Prospectus, we haven't put in place any backup plans to address our capital needs related to certain objectives
of the Issue. Our capital requirements are currently met through internal funds and earnings. If there's a deficit in our net owned
funds, internal accruals, and our inability to secure debt in the future, we may face challenges in meeting our capital needs, leading
to adverse effects on our financial status and operational results. Additionally, we haven't identified any alternative funding sources.
Consequently, any failure or delay in raising funds from this Issue or any shortfall in the Issue proceeds may hinder our
implementation schedule and negatively impact our growth plans. For more information, please refer to the section titled "Objects
of the Issue" beginning on page 71 of this Prospectus.
32) Any deviation in the utilization of the Net Proceeds is contingent upon meeting specific compliance requirements, which
includes obtaining approval from shareholders beforehand. We cannot assure that we will obtain shareholder’s approval
for the deviation in utilization in net proceeds, if proposed.
Our Company intends to utilize the Net Proceeds generated from the Fresh Issue as outlined in the "Objects of the Issue" section.
According to Section 13(8) and Section 27 of the Companies Act, 2013, any deviation from the disclosed utilization of the Net
Proceeds in this Prospectus requires prior approval from our shareholders through a special resolution. This variation must comply
with applicable laws, including the Companies Act 2013 and the SEBI ICDR Regulations.
Should circumstances necessitate, a variation in the disclosed utilization of the Net Proceeds, obtaining timely approval from our
shareholders may pose challenges. Delays or the inability to secure such approval may have adverse effects on our business or
operations. In such instances, our Promoters are obligated to offer an exit opportunity to shareholders who disagree with the proposed
variation in the Offer's objectives, in accordance with our Articles of Association, the Companies Act, and the SEBI ICDR
Regulations.
Considering these factors, our company may face constraints in altering the Offer's objectives or utilizing any unutilized proceeds
from the Fresh Issue, even if such changes would be in the company's best interest. This limitation could impede our ability to
respond to changes in our business or financial condition by reallocating any unutilized Net Proceeds, potentially impacting our
business and operational results.
33) Our Company does not have any listed peer companies for comparison of performance and therefore, investors must rely
on their own examinations of accounting ratios of our Company for the purposes of investment in this Issue.
The business models of certain listed companies engaged in activities that may be perceived as similar to ours are not directly
comparable due to the diverse nature and extent of operations across various sectors undertaken by these companies. Consequently,
there is no identifiable peer group of companies with comparable business models to ours. Investors are advised to conduct their own
assessment of the accounting ratios specific to our Company when making investment decisions in this Issue.
34) The average cost of acquisition of Equity Shares held by our Promoter may be less than the Issue Price.
The average acquisition cost per Equity Share held by our Promoters might be lower than the issue price. Consequently, investors
purchasing the Equity Shares may incur a cost higher than the average acquisition cost of our Promoter's Equity Shares.
3335) The weighted average cost of acquisition of Selling Shareholders may be less than the Issue Price.
The weighted average acquisition cost per Equity Share held by Selling Shareholders might be lower than the issue price.
Consequently, investors purchasing the Equity Shares may incur a cost higher than the weighted average acquisition cost of Selling
Shareholders. For more details of cost of acquisition and average cost of acquisition please refer to page no. ___ and ___ of this
Prospectus.
36) The industry information provided in this Prospectus has been sourced from various industry reports. It is important to note
that there is no guarantee regarding the completeness or accuracy of such third-party statistical, financial, and other
industry data.
Our company has incorporated information from reports prepared by independent third parties, and these reports are subject to certain
limitations and are based on subjective assumptions. We have not independently verified the data obtained from these industry reports
or other sources. While we believe that the data is reliable, we cannot ensure the accuracy, completeness, or reliability of the
underlying assumptions.
It's crucial to understand that the information presented in this prospectus has not been prepared or verified independently by us, our
affiliates, or our advisors. Therefore, we make no explicit or implicit representation or warranty regarding the accuracy or
completeness of the facts and statistics provided. Due to potential flaws in collection methods, discrepancies between published
information and market practices, and other issues, the statistics presented herein may be inaccurate or incomparable to statistics
from other economies. Additionally, there is no assurance that these statistics are stated or compiled on the same basis or with the
same degree of accuracy as in other contexts. Statements from third parties involving estimates are subject to change, and actual
amounts may vary significantly from those outlined in this Prospectus.
37) Our Equity Shares, having not been publicly traded prior to the Offer, may be susceptible to fluctuations in both price and
volume post-Issue, and the development of an active trading market cannot be guaranteed.
Before the Issue, our Equity Shares did not have a public market, and the initiation of an active trading market post-Issue is uncertain.
The mere listing and quotation of our Equity Shares do not ensure the development of a market for them, and even if one materializes,
there is no assurance regarding its liquidity. In the absence of active trading, investors may encounter challenges in promptly selling
Equity Shares at the quoted price. Additionally, the Issue Price determined for our Equity Shares may not accurately reflect the
market price upon the commencement of trading or at any subsequent point.
The market price of our Equity Shares may be subject to significant fluctuations influenced by various factors, including but not
limited to:
• Semi-annual variations in our operational results.
• Results of operations differing from the expectations of research analysts and investors.
• Results of operations deviating from those of our competitors.
• Changes in expectations concerning our future financial performance, encompassing estimates by research analysts
and investors.
• Conditions in financial markets, both within and outside India.
• Shifts in research analysts' recommendations.
• Announcements by third parties or government entities concerning significant claims or proceedings against us.
• Implementation of new laws, alterations to existing laws, or changes in government regulations pertinent to our
industry.
• Additions or departures of Key Management Personnel and Senior Management.
• Fluctuations in stock market prices and trading volumes.
• General economic and stock market conditions.
Alterations in any of these factors may adversely impact the price of our Equity Shares. Consequently, the price of our Equity
Shares may exhibit volatility, making it challenging to resell them at or above the Issue Price, or possibly not at all, resulting in a
potential loss or partial loss of your investment.
38) There is no guarantee regarding the timely listing of Equity Shares on the Stock Exchanges, and investors may face
limitations in promptly selling the subscribed Equity Shares on Indian Stock Exchanges.
In compliance with prevailing regulations and SEBI-issued circulars, our Equity Shares must be listed on the Stock Exchanges within
the stipulated timeline as per UPI Circulars, unless there is any alteration to the prescribed timeline. As per Indian laws and customary
practice, permission for the listing of Equity Shares will only be granted after the issuance and allotment of shares, along with the
submission of all pertinent documents to the Stock Exchanges. Preceding the commencement of listing and trading of the Equity
Shares, certain actions must be completed, including the book entry of investors or the crediting of shares to 'demat' accounts with
34Depository Participants in India, anticipated within one (1) Working Day from the finalization of the Basis of Allotment with the
Designated Stock Exchange.
Additionally, the Allotment of Equity Shares and the credit of such shares to the applicant’s demat account could take approximately
two (2) Working Days from the Bid/Issue Closing Date. Trading in Equity Shares is expected to commence within three (3) Working
Days from the Bid/Issue Closing Date upon receiving approval from the Stock Exchanges. However, we cannot provide assurance
that trading in our Equity Shares will commence promptly or at all. Any failure or delay in obtaining approval or initiating trading
in Equity Shares may limit the ability to dispose of shares. There is no assurance that Equity Shares will be credited to investors’
demat accounts or that trading will commence in a timely manner or at all. Furthermore, if Allotment is not made, refund orders are
not dispatched, or demat credits are not executed within prescribed periods, we may be obligated to pay interest at applicable rates.
39) Shareholders of Equity Shares may face limitations on exercising pre-emptive rights under Indian law, potentially resulting
in the dilution of their ownership positions in the future.
According to the Companies Act, a public company incorporated in India is required to extend pre-emptive rights to its equity
shareholders. These rights allow shareholders to subscribe and pay for a proportionate number of new Equity Shares, maintaining
their existing ownership percentages before the issuance of any additional Equity Shares. However, these pre-emptive rights can be
waived if holders of three-fourths of the Equity Shares adopt a special resolution.
The ability to exercise pre-emptive rights may be subject to the laws of the jurisdiction in which shareholders are located. If local
laws do not permit the exercise of these rights without the company filing an offering document or registration statement with the
relevant authority, shareholders may be unable to exercise such rights unless the company makes such a filing. In cases where the
company chooses not to file a registration statement, new securities may be issued to a custodian. This custodian might sell the
securities on behalf of shareholders, but the value received by the custodian upon the sale and related transaction costs are uncertain.
In situations where shareholders cannot exercise pre-emptive rights, their proportional interests in the company could be diluted.
EXTERNAL RISK FACTORS
40) The outbreak and after-effects of COVID-19, or outbreak of any other severe communicable disease could have a potential
impact on our business, financial condition, cash flows and results of operations.
The outbreak of any severe communicable disease, as seen in the recent outbreak and aftermath of COVID- 19, could materially
and adversely affect business sentiment and environment across industries. 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.
The outbreak of COVID-19 has resulted in authorities implementing several measures such as travel bans and restrictions,
quarantines, shelter in place orders, and lockdowns. These measures have impacted and may further impact our workforce and
operations and also the operations of our clients. A rapid increase in severe cases and deaths where measures taken by governments
fail or are lifted prematurely, may cause significant economic disruption in India and in the rest of the world. The scope, duration
and frequency of such measures and the adverse effects of COVID-19 remain uncertain and could be severe.
During the lockdown period in response to the COVID-19 pandemic, our Company had certain interim measures in place to ensure
business and operational continuity. Our employees worked remotely. However, certain of our operations are dependent on various
information technology systems and applications which may not be adequately supported by a robust business continuity plan, which
could impact our business in the event of a disaster of any nature. Although we continue to devote resources and management focus,
there can be no assurance that these programs will operate effectively.
41) The Terrorist attacks, communal disturbances and regional conflicts in South Asia may have a material adverse effect on
our business and on the market for securities in India.
Terrorist attacks, whether in India or another country may adversely affect Indian and worldwide financial markets. These acts may
also result in a loss of business confidence and have other consequences that could adversely affect our business, results of operations
and financial condition. Some parts of India have experienced communal disturbances and riots during recent years. If such events
recur, our business and financial condition may be adversely affected.
South Asia has, from time to time, experienced instances of civil unrest. Military activity or terrorist attacks in the future could
adversely affect the Indian economy, and the financial condition and results of operations of Indian companies, including us, which
would have an adverse effect on the trading price of our Equity Shares.
42) Under Indian legal regime, foreign investors are subject to investment restrictions that limit our Company’s ability to attract
foreign investors, which may adversely affect the trading price of the Equity Shares. Accordingly, our ability to raise foreign
capital may be constrained.
As a company incorporated in India, we are subject to exchange controls that govern the borrowings in foreign currencies. Further,
35under applicable foreign exchange regulations in India, transfer of shares between nonresidents and residents are freely permitted
(subject to compliance with sectoral norms and certain other restrictions), if they comply with the pricing guidelines and reporting
requirements specified under applicable laws. If share transfer is not in compliance with such requirements and does not fall under
any of the permissible exceptions, then prior approval of the relevant regulatory authority is required. Such regulatory restrictions
limit our financing sources and could constrain our ability to obtain financings on competitive terms and refinance existing
indebtedness.
43) The requirements of being a listed company may strain our resources.
We are not a listed company and have not been subjected to the increased scrutiny of our affairs by shareholders, regulators and the
public at large that is associated by the virtue of being a listed company. As a listed company, we will incur considerable legal,
accounting, corporate governance and other expenses that we did not incur as an unlisted company. We will be subject to the listing
compliances and reporting requirements to the Stock Exchanges on which equity shares of our Company will be listed, which require
us to file audited annual and unaudited half-yearly 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 timely as other listed companies.
44) Any adverse change or downgrading in ratings of India may adversely affect our business, results of operations and cash
flows.
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.
45) Investors outside India subscribing to this Issue may not be able to enforce any judgment of a foreign court against us,
except by way of a suit in India.
Our Company is a limited liability company incorporated under the laws of India. Our Company’s assets are located in India. As a
result, it may be difficult for investors to effect service of process upon us or such persons in India or to enforce judgments obtained
against our Company or such parties outside India. India is not a party to any international treaty in relation to the recognition or
enforcement of foreign judgments. India has reciprocal recognition and enforcement of judgments in civil and commercial matters
with a limited number of jurisdictions, including the United Kingdom, Singapore, UAE, and Hong Kong. A judgment from certain
specified courts located in a jurisdiction with reciprocity must meet certain requirements of the Code of Civil Procedure, 1908, as
amended (“Civil Procedure Code”). The United States has not been notified as a reciprocating territory.
In addition, any person seeking to enforce a foreign judgment in India is required to obtain the prior approval of the RBI to repatriate
any amount recovered, and we cannot assure that such approval will be forthcoming within a reasonable period of time, or at all, or
that conditions of such approvals would be acceptable. Such amount may also be subject to income tax in accordance with applicable
law. Consequently, it may not be possible to enforce in an Indian court any judgment obtained in a foreign court, or effect service
of process outside of India, against Indian companies, entities, their directors and executive officers and any other parties resident
in India. Additionally, there is no assurance that a suit brought in an Indian court in relation to a foreign judgment will be disposed
of in a timely manner.
46) Changing laws, rules and regulations and legal uncertainties in India and other countries 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 1, 2017, that combined multiple taxes and levies by the Central and State
Governments into unified tax structure. Our business and financial performance could be adversely affected by any unexpected or
onerous requirements or regulations resulting from the introduction of GST or any changes in laws or interpretation of existing laws,
or the promulgation of new laws, rules and regulations relating to GST, as it is implemented. The Government has enacted the
GAAR which have come into effect from April 1, 2017.
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 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.
47) Regulatory, economic, political scenarios or other factors that are beyond control may have an adverse effect on our
business and financial performance.
36Our economy and its securities markets are influenced by economic developments, any adverse economic developments or rising
of fiscal or trade deficit may also affect investor confidence and cause increased volatility in securities markets and indirectly affect
our economy in general. Any of these factors could depress economic activity and restrict our access to capital, which could have
an adverse effect on our business, financial condition, and results of operations. Further financial disruption could also have an
adverse effect on our business, future financial performance, shareholders’ equity and the price of our Equity Shares.
Also, a change in the government or change in deregulation policies could adversely affect economic conditions prevalent in the
areas in which we operate in general and our business and high rates of inflation could increase our costs without proportionately
increasing our revenues.
48) Financial instability in other countries may cause increased volatility in Indian and other financial markets.
The Indian financial market and the Indian economy are influenced by economic and market conditions in other countries,
particularly in emerging market in Asian countries. Financial turmoil in Asia, Europe, the United States and elsewhere in the world
in recent years has affected the Indian economy. Although economic conditions are different in each country, investors’ reactions
to developments in one country can have an adverse effect on the securities of companies in other countries, including India. A loss
in investor confidence in the financial systems of other emerging markets may cause increased volatility in Indian financial market
and, indirectly, in the Indian economy in general. Any global financial instability, including further deterioration of credit conditions
in the U.S. market, could also have a negative impact on the Indian economy.
Financial disruptions may occur again and could harm our results of operations and financial condition. The Indian economy is also
influenced by economic and market conditions in other countries. This includes, but is not limited to, the conditions in the United
States, Europe and certain economies in Asia. Financial turmoil in Asia and elsewhere in the world in recent years has 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 financial sector and its business.
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 impact the Indian economy. Financial disruptions in the future could adversely affect our business, prospects, financial
condition and results of operations. The global credit and equity markets have experienced substantial dislocations, liquidity
disruptions and market corrections.
49) Natural disasters, epidemics, pandemics, acts of war, terrorist attacks and other events could materially and adversely affect
our business and profitability.
Natural disasters (such as earthquakes, fire, typhoons, cyclones, hurricanes and floods), pandemics, epidemics, strikes, civil unrest,
terrorist attacks and other events, which are beyond our control, may lead to global or regional economic instability, which may in
turn materially and adversely affect our business, financial condition, cash flows and results of operations. Any of these occurrences
could cause severe disruptions to our daily operations and may warrant a temporary closure of our facilities. Such closures may
disrupt our business operations and adversely affect our results of operations. Our operation could also be disrupted if our clients
are affected by such natural disasters or epidemics. An outbreak or epidemic, such as SARS, the H1N1 and H5N1 viruses or COVID-
19 could cause general consumption or the demand for various products to decline, which could result in reduced demand for our
services. Such an outbreak or epidemic may significantly interrupt our business operations as health or governmental authorities
may impose quarantine and inspection measures on us or our clients.
Moreover, certain regions in India have witnessed terrorist attacks and civil disturbances and it is possible that future terrorist attacks
or civil unrest, as well as other adverse social, economic and political events in India could have a negative effect on us.
Transportation facilities, including vehicles, can be targets of terrorist attacks, which could lead to, among other things, increased
insurance and security costs. Regional and global political or military tensions or conflicts strained or altered foreign relations,
protectionism and acts of war or the potential for war could also cause damage and disruption to our business, which could materially
and adversely affect our business, financial condition, cash flows and results of operations. Such incidents could create the perception
that investments in Indian companies involve a higher degree of risk and such perception could adversely affect our business and
the price of the Equity Shares.
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37SECTION IV – INTRODUCTION
THE ISSUE
PRESENT ISSUE IN TERMS OF THIS PROSPECTUS
Equity Shares Issued*:
Upto 46,70,000* Equity Shares aggregating to ₹ 3222.20 Lakhs
Public Issue of Equity Shares by our Company
The Offer consists of:
Fresh Offer Fresh Issue of 35,48,400 Equity shares aggregating to ₹ 2448.12 Lakhs
Offer for Sale of 11,22,000 Equity Shares aggregating to ₹ 774.18
Offer for Sale
Lakhs
Issue Reserved for the Market Makers 2,64,000 Equity Shares aggregating to ₹ 182.14 Lakhs
Net Issue to the Public 44,06,000 Equity Shares aggregating to ₹ 3040.14 Lakhs
of which
A. QIB Portion Not more than 22,00,000 Equity Shares aggregating to ₹ 1518.00 Lakhs
Of which:
(a) Anchor Investor Portion 13,20,000 Equity Shares aggregating to ₹ 910.80 Lakhs
(b) Net QIB Portion (assuming the Anchor
8,80,000 Equity Shares aggregating to ₹ 607.20 Lakhs
Investor Portion is fully subscribed)
Of which:
(i) Available for allocation to Mutual Funds only
(5% of the QIB Portion (excluding Anchor Upto 44,000 Equity Shares aggregating to ₹ 30.36 Lakhs
Investor Portion)
(ii) Balance of QIB Portion for all QIBs including
Upto 8,36,000 Equity Shares aggregating to ₹ 576.84 Lakhs
Mutual Funds
B. Non-Institutional Category 6,62,000 Equity Shares aggregating to ₹ 456.78 Lakhs
C. Retail Portion 15,44,000 Equity Shares aggregating to ₹ 1065.36 Lakhs
Equity Shares outstanding prior to the Issue 1,40,10,194 Equity Shares of face value of ₹10 each
Equity Shares outstanding after the Issue 1,75,58,194 Equity Shares of face value of ₹10 each
Please see the chapter titled “Objects of the Issue” on page 71 of this
Objects of the Issue/ Use of Issue Proceeds
Prospectus
* The Number of Shares to be issued has been revised for the adjustment of Lot Size.
Note: The Offer has been authorized by a resolution passed by our Board of Directors pursuant to the resolutions passed at its
meeting held on September 13, 2024 by our Shareholders pursuant to a resolution passed at the EoGM held on September 17, 2024.
This Offer is made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. For further details
please refer to section titled “Issue Structure” beginning on page no. 248 of this Prospectus.
(2) The Selling Shareholders have confirmed and approved their participation in the issue as set out below:
Name of the Selling Number of Equity Shares offered in Date of consent letters
Shareholders the Offer for Sale
Arika Securities Private Limited 99,001 09.09.2024
Abhinav Gupta 44,666 09.09.2024
Prachi Gupta 1,64,594 09.09.2024
Aastha Gupta 1,64,594 09.09.2024
Tripti Gupta 3,29,188 09.09.2024
Sonam Gupta 2,19,459 09.09.2024
BLP Equity Research Private Limited 89,332 09.09.2024
Gaurav Sharma 11,166 09.09.2024
Our Board has taken on record the participation of the Selling Shareholders in the Offer for Sale pursuant to resolutions dated
September 13, 2024. Each of the Selling Shareholders, severally and not jointly, confirms and undertakes that their respective portion
of the Offered Shares has been held by such Selling Shareholders for a continuous period of at least one year prior to the filing of the
Prospectus in accordance with Regulation 8 of the SEBI ICDR Regulations. For details of authorizations received for the Offer for
Sale, please refer to the section titled “Other Regulatory and Statutory Disclosures” beginning on page 190.
(3) In the event of over-subscription, allotment shall be made on a proportionate basis, subject to valid Bids received at or above the
38Issue Price. Allocation to investors in all categories, except the Retail Portion, shall be made on a proportionate basis subject to
valid bids received at or above the Issue Price. The allocation to each Retail Individual Investor shall not be less than the minimum
Bid Lot, and subject to availability of Equity Shares in the Retail Portion, the remaining available Equity Shares, if any, shall be
allocated on a proportionate basis.
(4) In the event of an under-subscription in the Offer and compliance with Rule 19(2)(b) of the SCRR, our Company and the BRLMs
shall first ensure Allotment of Equity Shares issued pursuant to the Offer.
(5) The SEBI ICDR Regulations permit the issue of securities to the public through the Book Building Process, which states that, not
less than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less
than 35% of the Net Offer shall be available for allocation on a proportionate basis to Retail Individual Bidders and not more than
50% of the Net offer shall be allotted on a proportionate basis to QIBs, subject to valid Bids being received at or above the Issue
Price.
(6) Subject to valid bids being received at or above the Issue Price, undersubscription, if any, in any category, except in the QIB Portion,
would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our
Company and Promoter Selling Shareholder in consultation with the Book Running Book Running Lead Managers and the
Designated Stock Exchange, subject to applicable laws.
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39SUMMARY OF FINANCIAL INFORMATION
RESTATED STATEMENT OF ASSETS & LIABILITIES
(Amount in ₹ Lakhs)
For Period Ending
Sr.
Particulars December 31
No. Mar 2024 Mar 2023 Mar 2022
2024
A. Equity and Liabilities
1 Shareholders’ Funds
Partner's Capital/ Share Capital 1,401.02 1.08 1.00 1.00
Reserves & Surplus 1,656.13 2,209.28 375.85 43.53
Share application money pending allotment
2 Non-Current Liabilities
Long-Term Borrowings - - - -
Other Non-Current Liabilities - - - -
Long-Term Provisions - - - -
Deferred Tax Liabilities (Net) 10.70 6.42 0.44 0.13
3 Current Liabilities
Short Term Borrowings - - - -
Trade Payables:
(A) total outstanding dues of micro enterprises and
- - - -
small enterprises; and
(B) total outstanding dues of creditors other than
- - - -
micro enterprises and small enterprises
Other Current Liabilities 35.44 85.40 70.24 10.54
Short Term Provisions 0.81 - 74.16 -
Total 3,104.10 2,302.18 521.68 55.21
B. Assets
1 Non-Current Assets
Property, Plant and Equipment 179.00 166.55 6.04 2.62
Tangible Assets - - - -
Intangible Assets - - - -
Capital Work in progress - - - -
Non-Current Investments - - - -
Deferred Tax Assets - - - -
Long Term Loans & Advances 0.20 0.10 - -
Other Non Current Assets - - - -
2 Current Assets
Current Investments 941.25 591.63 - -
Inventories - - -
Trade Receivables 278.61 340.85 360.85 4.90
Cash and Cash Equivalents 28.12 1,193.87 58.68 1.85
Short-Term Loans and Advances 1,676.93 9.18 96.11 45.84
Other Current Assets - - - -
Total 3,104.10 2,302.18 521.68 55.21
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40RESTATED STATEMENT OF PROFIT AND LOSS
(Amount in ₹ Lakhs)
For Period Ending
Sr.
Particulars December 31
No Mar 2024 Mar 2023 Mar 2022
2024
A. Revenue:
Revenue from Operations 1,154.23 1,487.12 489.26 32.00
Other income 117.08 48.26 4.76 4.16
Total Income 1,271.31 1,535.38 494.02 36.16
B. Expenses:
Cost of Material Consumed
Purchases
Change in Inventories of WIP, Finished Goods &
Stock in Trade
Employees Benefit Expenses 71.36 50.47 29.67 17.07
Finance costs 0.01 0.00 0.01 0.01
Depreciation and Amortization 37.91 20.12 0.46 0.00
Other expenses 30.44 57.50 19.80 0.97
Total Expenses 139.73 128.09 49.94 18.05
Profit before exceptional and extraordinary items
and tax 1,131.59 1,407.29 444.08 18.11
Exceptional Items - - - -
Profit before extraordinary items and tax 1,131.59 1,407.29 444.08 18.11
Extraordinary items - - - -
Profit before tax 1,131.59 1,407.29 444.08 18.11
Tax expense:
Current tax 280.52 335.91 111.46 4.53
Deferred Tax 4.28 5.98 0.30 0.13
Profit (Loss) for the period from continuing operations 846.79 1065.40 332.31 13.45
Earning per equity share in Rs.:
(1) Basic 6.04 7.94 2.56 0.10
(2) Diluted 6.04 7.94 2.56 0.10
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41RESTATED STATEMENT OF CASH FLOWS
(Amount in ₹ Lakhs)
As at 31st As at 31st As at 31st March As at 31st
Particulars
December 2024 March 2024 2023 March 2022
A. Cash flow from operating activities
Net profit before tax and after prior period item 1,131.59 1,407.29 444.08 18.11
Adjustments for:
Depreciation 37.91 20.12 0.46 0.00
Interest Income (117.08) (48.26) (4.76) (3.28)
Profit on sale of fixed assets - - - (0.88)
Loss on sale of fixed assets
Sundry Balances written off - (0.00) - -
Bad Debts
Provisions no longer required
Lease equalisation charge/written back
Finance costs 0.01 0.00 0.01 0.01
Operating profit before working capital changes 1,052.43 1,379.15 439.78 13.96
Adjustments for:
(Increase) / decrease in current investments (349.63) (591.63) - 0.16
(Increase) / decrease in inventories
(Increase) / decrease in trade receivables 62.25 20.00 (355.95) (4.90)
(Increase) / decrease in short term loan & advances (1667.75) 86.93 (50.27) (18.51)
(Increase) / decrease in other current assets
Increase / (decrease) in trade payables
Increase / (decrease) in other current liabilities (49.96) 15.16 59.69 10.18
Increase / (decrease) in short term provisions 0.81 (74.16) 74.16 -
Cash generated from operations (951.84) 835.44 167.42 0.89
Income taxes paid/ Refund Received (280.52) (335.91) (111.46) (4.53)
Net cash provided / (used) by operating activities (A) (1,232.36) 499.53 55.96 (3.64)
B. Cash flows from investing activities
Purchase or constuction of fixed assets and capital
advances (50.36) (180.62) (3.88) (2.63)
Maturity/ redemtion of bank deposits (having original
maturity of more than 3 months)
Investment in long term & advances (0.10) (0.10) - -
Proceeds from sale of fixed assets - - - 0.88
Interest received 117.08 48.26 4.76 3.28
Net cash provided / (used) by investing activities (B) 66.63 (132.46) 0.88 1.53
C. Cash flow from financing activities
Finance costs paid (0.01) (0.00) (0.01) (0.01)
Proceeds from Subsidy Received
Proceeds from issue of share capital - 768.12 - -
Proceeds/ Repayment from borrowings
Net cash provided / (used) by financing activities (C.) (0.01) 768.12 (0.01) (0.01)
Net increase / (decrease) in cash and cash equivalents
(A + B + C) (1,165.75) 1135.19 56.83 (2.11)
Cash and cash equivalents at the beginning of period 1,193.87 58.68 1.85 3.96
Cash and cash equivalents at the end of period 28.12 1,193.87 58.68 1.85
Notes to cash flow statement
1. Components of cash and cash equivalents :
As at 31st As at 31st As at 31st As at 31st
December 2024 March 2024 March 2023 March 2022
Cash in hand 0.31 0.60 0.97 0.99
Balances with banks: 27.81 1193.27 57.71 0.86
- On current accounts
28.12 1193.87 58.68 1.85
42This space has been left blank intentionally
43GENERAL INFORMATION
Our Company was originally formed as a private limited company on October 8, 2012 under the provisions of the Companies Act,
1956 in the name and style of “DM Prime Square Research & Analytics Private Limited” bearing Corporate Identification Number
U74140DL2012PTC243246 issued by the Registrar of Companies, NCT of Delhi and Haryana at Delhi. Further, the company’s
name was changed to “Ace Alpha Tech Private Limited” vide Fresh Certificate of Incorporation dated May 17, 2024 issued by the
Registrar of Companies, Central Registration Centre issued on behalf of Jurisdictional Registrar of Companies under the Companies
Act, 2013. Subsequently, our Company was converted into public limited company pursuant to a shareholders’ resolution passed at
an Extra-Ordinary General Meeting held on May 25, 2024 and Fresh Certificate of Incorporation dated September 12, 2024 from
the Registrar of Companies, Central Registration Centre issued on behalf of Jurisdictional Registrar of Companies under the
Companies Act, 2013 issued upon conversion of the company from a private limited company to a public limited company and
consequent change of name to “ACE ALPHA TECH LIMITED”, having Company registration no. U74140DL2012PLC243246.
For further details, please refer to chapter titled “History and Corporate Structure” beginning on page 130 of this Prospectus.
REGISTERED OFFICE
Ace Alpha Tech Limited
A/28 1st Floor, Jhilmil Industrial Area, Shahdara,
East Delhi- 110095
Tel. No.: 011-49854818
E-mail: compliance@acealphatech.in
Website: www.acealphatech.in
Corporate Identification Number: U74140DL2012PLC243246
Reg. No.: 243246
For details relating to changes to the address of our Registered Office, please see “History and Corporate Structure - Changes to
the address of the Registered Office of our Company” on page 130 of this Prospectus.
CORPORATE OFFICE
Ace Alpha Tech Limited
A-39, 2nd Floor, Sector 64, Noida, Gautam buddh
Nagar, Uttar Pradesh, 201301
Tel. No.: 011-49854818
E-mail: compliance@acealphatech.in
Website: www.acealphatech.in
Corporate Identification Number: U74140DL2012PLC243246
Reg. No.: 243246
REGISTRAR OF COMPANIES
Registrar of Companies, Delhi
Registrar of Companies, 4th Floor, IFCI Tower,
61, Nehru Place, New Delhi – 110019, India
Tel No.: 011-26235703, 26235708
Email: roc.delhi@mca.gov.in
Website: http://www.mca.gov.in
DESIGNATED STOCK EXCHANGE
BSE Limited
25th Floor, Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai – 400 001,
Maharashtra, India
Tel No.: 022 – 2272 1233/34
Website: www.bseindia.com
BOARD OF DIRECTORS
The Board of Directors of our Company consists of:
Name Designation Address DIN
44Chairman, Managing C-505, Yojna Vihar, East Delhi, Delhi – 01650857
Mr. Gaurav Sharma Director, Chief Financial Officer 110092
3rd Floor, Jaya Mahal, Flat no.7, French
Ms. Nipa Gunvantlal Bridge, Raghav Wadi
09725679
Jain Non-Executive Director Chowpaty, Grant Road S.O Mumbai,
Maharashtra, India 400007
Ms. Chandni C-505 Yojna Vihar, Delhi, India 110092
Non-Executive Director 07227240
Sharma
Plot No. 898 FF-4 Niti Khand1,
Mr. Manish Wahi Non-Executive Independent Indirapuram, Near Orange Country, Shipra
Director Sun City, Ghaziabad, Uttar Pradesh - 09785936
201014
House No. 725/2 Anand Parvat Gali-5,
Non-Executive Independent Military Road, Punjab, Basti Karol Bagh
Mr. Sachin Goyal 09787112
Director S.O, Central Delhi, Delhi - 110005
For further details of the Directors of our Company, please refer to the chapter titled “Our Management” on page 134 of this
Prospectus.
COMPANY SECRETARY AND COMPLIANCE OFFICER
Ms. Priyanka
A/28 1st Floor, Jhilmil Industrial Area, Shahdara, East Delhi- 110095
Tel. No.: +91 8851347242
E-mail: compliance@acealphatech.in
Website: www.acealphatech.in
CHIEF FINANCIAL OFFICER
Mr. Gaurav Sharma
A/28 1st Floor, Jhilmil Industrial Area, Shahdara, East Delhi- 110095
Tel. No.: +91 9999913732
E-mail: accounts@acealphatech.in
Website: www.acealphatech.in
Investors may contact our Company Secretary and Compliance Officer and/ or the Registrar to the Issue and/ or the Book Running
Lead Manager, in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of allotment, non-credit of
allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders and non-receipt of funds by electronic
mode etc.
All grievances relating to the ASBA process including UPI may be addressed to the Registrar to the Issue, with a copy to the
Designated Intermediary with whom the ASBA Form was submitted, giving full name of the sole or First Applicant, ASBA Form
number, Applicant’s DP ID, Client ID, PAN, number of Equity Shares applied for, date of submission of Application Form, address
of Applicant, the name and address of the relevant Designated Intermediary, where the Application Form was submitted by the
Applicant, ASBA Account number (for Applicants other than RIIs bidding through the UPI mechanism) in which the amount
equivalent to the Application Amount was blocked or UPI ID in case of RIIs bidding through the UPI mechanism. Further, the
Applicant shall enclose the Acknowledgment Slip from the Designated Intermediaries in addition to the documents or information
mentioned hereinabove.
For all Issue related queries, and for Redressal of complaints, applicant may also write to the Book Running Lead Manager and
Company. All complaints, queries or comments received by Stock Exchange shall be forwarded to Book Running Lead Manager,
who shall respond to the same.
Details of Key Intermediaries pertaining to this Issue and Our Company:
BOOK RUNNING LEAD MANAGER OF THE ISSUE
NARNOLIA FINANCIAL SERVICES LIMITED
Address: 201, 2nd Floor, Marble Arch, 236 B A.J.C Bose Road, Kolkata,
West Bengal - 700020, India.
45Tel. No.: 033-40501500
Email: : ipo@narnolia.com
Website: www.narnolia.com
Contact Person: Mr. Rajveer Singh
SEBI Registration No.: INM000010791
LEGAL ADVISOR TO THE ISSUE
ABIZ CHANCELLOR LAW LLP
Address: B4/4D, Keshav Puram, Lawrence Road, Delhi- 110035
Tel No.: +91- 88820-17384
Email: adv.Parvindra@gmail.com
Contact Person: Adv. Parvindra Nautiyal
Enrollment no.: D/958/2020
REGISTRAR TO THE ISSUE
SKYLINE FINANCIAL SERVICES PRIVATE LIMITED
Address: D-153 A, 1st Floor Okhla Industrial Area, Phase-I, New Delhi - 110 020, India
Tel. No.: +91-011-40450193-97
Email: ipo@skylinerta.com
Website: www.skylinerta.com
Contact Person: Mr. Anuj Rana
SEBI Registration No.: INR000003241
BANKERS TO THE COMPANY
HDFC BANK LIMITED
B 7/3, Asaf Ali Road, New Delhi-110002
Tel. No.: +91- 9313426516
Email: servicedesk-asaf.ali@hdfcbank.com
Website: www.hdfcbank.com
Contact Person – Mr. Rishipreet Bhatia
BANKERS TO THE ISSUE AND REFUND BANKER/SPONSOR BANK
HDFC BANK LIMITED
B 7/3, Asaf Ali Road, New Delhi-110002
Tel. No.: +91- 9313426516
Email: servicedesk-asaf.ali@hdfcbank.com
Website: www.hdfcbank.com
Contact Person – Mr. Rishipreet Bhatia
STATUTORY AUDITOR OF OUR COMPANY
LALIT AGARWAL & CO.,
Chartered Accountants
Address: 404, Prabhat Kiran, 17, Rajendra Place, New Delhi – 110008, India.
Tel No.: +011-41538886
Email: lalit@lacoindia.com
Contact Person: CA Lalit Agarwal
Membership No.: 087720
Firm Registration No.: 008995N
PEER REVIEW AUDITORS OF OUR COMPANY
46M/S. KRA & CO.,
Chartered Accountants Address: H-11208, Garg Tower, Netaji Subhash Place, Pitampura, New Delhi- 110034, India
Tel No.: +011-47082855
Contact Person: Mr. Rajat Goyal
Membership No.: 503150
Firm Registration No.: 0020266N
Peer Review Registration No. – 015776
M/s. KRA & Company, Chartered Accountants hold a peer review certificate dated September 01, 2023 issued by the Institute of
Chartered Accountants of India.
SYNDICATE MEMBER
The lists of banks that have been notified by SEBI to act as SCSB for the Applications Supported by Blocked Amount (ASBA)
Process are provided on the website of SEBI. For details on Designated Branches of SCSBs collecting the Bid Cum Application
Forms, please refer to the below mentioned SEBI link. https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
STATEMENT OF INTER SE ALLOCATION OF RESPONSIBILITIES
Since Narnolia Financial Services Limited is the sole Book Running Lead Manager to this Issue, and all the responsibilities
relating to co-ordination and other activities in relation to the Issue shall be performed by them and hence a statement of inter se
allocation of responsibilities among Lead Managers is not required.
SELF CERTIFIED SYNDICATE BANKS (“SCSBS”) AND SYNDICATE SCSB BRANCHES
The list of Designated Branches that have been notified by SEBI to act as SCSB for the ASBA process is provided on
www.sebi.gov.in/pmd/scsb.pdf . For more information on the Designated Branches collecting ASBA Forms, see the above
mentioned SEBI link.
The list of branches of the SCSBs named by the respective SCSBs to receive deposits of the application forms from the Designated
Intermediaries will be available on the website of the SEBI (www.sebi.gov.in) and updated from time to time.
The list of SCSBs notified by SEBI for the ASBA process is available at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes on the SEBI website, or at such other website as may be
prescribed by SEBI from time to time.
A list of the Designated Branches of the SCSBs with which an ASBA Applicant (other than an UPI Applicants using the UPI
mechanism), not applying through Syndicate/Sub Syndicate or through a Registered Broker, may submit the ASBA Forms is
available at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 on the SEBI website, and at such
other websites as may be prescribed by SEBI from time to time.
Further, the branches of the SCSBs where the Designated Intermediaries could submit the ASBA Form(s) of Applicants (other
than UPI Applicants) is provided on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 which may be updated from time to
time or at such other website as may be prescribed by SEBI from time to time.
In relation to Applicants (other than Applications by Anchor Investors and RIIs) submitted under the ASBA process 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 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 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 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.
SELF-CERTIFIED SYNDICATE BANKS ELIGIBLE AS ISSUER BANKS FOR UPI MECHANISM AND MOBILE
APPLICATIONS ENABLED FOR UPI MECHANISM
In accordance with SEBI 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, and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated
April 5, 2022, UPI Applicants using the UPI mechanism may only apply through the SCSBs and mobile applications (apps) using
the UPI handles whose name appears on the SEBI website. A list of SCSBs and mobile application, which, are live for applying
in public issues using UPI mechanism is provided as Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85
dated July 26, 2019.
47A list of SCSBs and mobile applications, which are live for applying public issues using UPI mechanism is available on the website
of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 , respectively and updated from time to time
and at such other websites as may be prescribed by SEBI from time to time.
INVESTORS BANKS OR ISSUER BANKS FOR UPI
The list of Self Certified Syndicate Banks that have been notified by SEBI to act as Investors Bank or Issuer Bank for UPI
mechanism are provide on the website of SEBI on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yesandintmId=40. For details on Designated Branches
of SCSBs collecting the Bid Cum Application Forms, please refer to the above-mentioned SEBI link.
REGISTERED BROKERS
Bidders can submit ASBA Forms in the Issue using the stock broker network of the stock exchange, i.e., 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 e-mail address, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?And
www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm , respectively, as updated from time to time.
REGISTRAR TO THE ISSUE AND SHARE TRANSFER AGENTS (“RTA”)
In terms of SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, the list of the RTAs eligible to accept
Applications forms at the Designated RTA Locations, including details such as address, telephone number and e-mail address, are
provided on the website of the SEBI (www.sebi.gov.in) , and updated from time to time. For details on RTA, please refer
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes.
COLLECTING DEPOSITORY PARTICIPANTS (“CDP”)
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as their name and
contact details, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm , or such other websites as updated from time to time.
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4
BROKERS TO THE ISSUE
All members of the recognized stock exchanges would be eligible to act as Brokers to the Issue.
CREDIT RATING
This being an Issue of Equity Shares, credit rating is not required.
IPO GRADING
Since the Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, there is no requirement of appointing an
IPO Grading agency.
DEBENTURE TRUSTEES
As the Issue is of Equity Shares, the appointment of Debenture trustees is not required.
TRUSTEES
As the Issue is of Equity Shares, the appointment of Trustees is not mandatory.
MONITORING AGENCY
As per Regulation 262(1) of the SEBI (ICDR) Regulations, 2018 as amended, the requirement of Monitoring Agency is not
mandatory if the Issue size is below Rs. 5,000.00 Lakhs.
However, our Company has, appointed voluntarily CARE Ratings Limited as monitoring agency vide agreement and consent dated
May 26, 2025, for monitoring the utilization of the Net Proceeds from the Fresh Issue.
48Further, in accordance with Regulation 32(1)(a) of the SEBI (LODR) Regulations, 2015, our Company shall furnish to the Stock
Exchanges on a half yearly basis, a statement indicating material deviations, if any, in the utilization of the Net Proceeds for the
objects stated in this Prospectus.
FILING OF THE OFFER DOCUMENT
The Prospectus will not be filed with SEBI, nor will SEBI issue any observation on the Offer Document in terms of Regulation
246(2) of SEBI (ICDR) Regulations, 2018. Pursuant to Regulation 246(5) of SEBI (ICDR) Regulations, 2018 and SEBI Circular
Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of Prospectus
/Prospectus will be filed online through SEBI Intermediary Portal at https://siportal.sebi.gov.in.
The Red Herring Prospectus/ Red Herring Prospectus/Prospectus are being filed BSE SME Limited, 25th Floor, Phiroze
Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400001, Maharashtra, India.
A copy of the Red Herring Prospectus/Prospectus, along with the documents required to be filed under Section 32 of the Companies
Act, 2013 would be filed online for registration to the Registrar of Companies, 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi
– 110019, India
APPRAISING ENTITY
No appraising entity has been appointed in respect of any objects of this Issue
GREEN SHOE OPTION
No green shoe option is contemplated under the Issue.
EXPERT OPINION
Except as stated below, our Company has not obtained any expert opinion:
Our Company has received written consent dated September 10, 2024 from Peer Review Auditor namely, M/s KRA & Co,
Chartered Accountants, Peer Review Certificate No.: 015776 & FRN: 0020266N, and Statutory Auditor M/s Lalit Agarwal & Co
Chartered Accountants, Registration No.: 008995N.
Legal Advisor, ABIZ Chancellor vide consent later dated August 22, 2024 has consented to include their name as an expert as
defined under Section 2(38) of the Companies Act, read with Section 26(5) of the Companies Act 2013. The report of the peer
review auditor on Statement of Tax Benefits and report on Restated Financials, for the period ended December 31, 2024 and
financial years ended March 31, 2024; 2023 & 2022 as included in this Prospectus. Further, Legal Advisor, ABIZ Chancellor has
given his legal due diligence report, as included in this Draft Red Herring Prospectus, in relation to the Outstanding Litigations and
Material Developments dated September 26, 2024 and Red Herring Prospectus, in relation to the Outstanding Litigations and
Material Developments dated May 21, 2025.
Additionally, M/s D.S. & Associates, Company Secretaries has given due diligence report, as included in this Draft Red Herring
Prospectus, in relation to the company dated September 23, 2024. Furthermore, M/s A P R & Associates LLP, Company Secretaries
has given due diligence report, as included in this Prospectus, in relation to the company dated May 15, 2025. Aforementioned
consents have not been withdrawn as on the date of this Prospectus. However, the term - expert shall not be construed to mean an
- expert as defined under the U.S. Securities Act.
All the intermediaries including Merchant Banker has relied upon the appropriacy and authenticity of the same.
BOOK BUILDING PROCESS
Book Building, with reference to the Issue, refers to the process of collection of Bids on the basis of the Prospectus within the
Price Band. The Price Band shall be determined by our Company in consultation with the Book Running Lead Manager in
accordance with the Book Building Process, and advertised in Financial Express editions of the English national newspaper,
Jansatta editions of the Hindi national newspaper, and Jansatta editions in Regional newspaper where our Registered Office is
located, each with wide circulation, at least two working days prior to the Bid/ Offer Opening Date. The Offer Price shall be
finalized after the Bid/ Issue Closing Date.
Principal parties involved in the Book Building Process are: -
➢ Our Company;
49➢ The Book Running Lead Manager in this case being Narnolia Financial Services Limited.
➢ The Syndicate Member(s) who are intermediaries registered with SEBI / registered as brokers with BSE and eligible to act as
Underwriters.
➢ The Syndicate Member(s) will be appointed by the Book Running Lead Manager;
➢ The Registrar to the Issue;
➢ The Escrow Collection Banks/ Bankers to the Issue and
➢ The Designated Intermediaries and Sponsor bank
The SEBI ICDR Regulations have permitted the Issue of securities to the public through the Book Building Process, wherein
allocation to the public shall be made as per Regulation 253 of the SEBI ICDR Regulations.
The Issue is being made through the Book Building Process wherein 50% of the Net Offer shall be available for allocation on a
proportionate basis to QIBs, provided that our Company may in consultation with the BRLM allocate upto 60% of the QIB Portion
to Anchor Investors on a discretionary basis in accordance with the SEBI (ICDR) Regulations (the “Anchor Investor Portion”),
out of which one third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual
Funds at or above the Anchor Investor Offer Price. 5% of the QIB Portion shall be available for allocation on a proportionate basis
to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB
Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15 % of
the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35 % of the
Net Issue shall be available for allocation to Retail Individual Bidders, in accordance with the SEBI Regulations, subject to valid
Bids being received at or above the Issue Price.
All potential Bidders may participate in the Issue through an ASBA process by providing details of their respective bank account
which will be blocked by the SCSBs. All Bidders are mandatorily required to utilize the ASBA process to participate in the Issue.
Under-subscription if any, in any category, except in the QIB 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 BRLM and the Designated Stock
Exchange.
All Bidders, except Anchor Investors, are mandatorily required to use the ASBA process for participating in the Issue. In
accordance with the SEBI ICDR Regulations, QIBs bidding in the QIB Portion and Non-Institutional Bidders bidding in the Non-
Institutional Portion are not allowed to withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or
the Bid Amount) at any stage. Retail Individual Bidders can revise their Bids during the Bid/ Issue Period and withdraw their Bids
until the Bid/ Issue Closing Date. Further, Anchor Investors cannot withdraw their Bids after the Anchor Investor Bid/ Issue Period.
Allocation to the Anchor Investors will be on a discretionary basis.
Subject to valid Bids being received at or above the Issue Price, allocation to all categories in the Net Issue, shall be made on a
proportionate basis, except for Retail Portion where allotment to each Retail Individual Bidders shall not be less than the minimum
bid 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 Book Running Lead Manager
and the Stock Exchange. However, under – subscription, if any, in the QIB Portion will not be allowed to be met with spill over
from other categories or a combination of categories.
In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018, all the investors (except Anchor Investors) applying in a public Offer shall use only
Application Supported by Blocked Amount (ASBA) process for application providing details of the bank account which will be
blocked by the Self Certified Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Retail Individual Investors applying in public offer may use
either Application Supported by Blocked Amount (ASBA) facility for making application or also can use UPI as a payment
mechanism with Application Supported by Blocked Amount for making application. For details in this regards, specific attention
are invited to the chapter titled “Offer Procedure” beginning on page 218 of the Prospectus.
The process of Book Building under the SEBI ICDR Regulations is subject to change from time to time and the investors are
advised to make their own judgment about investment through this process prior to making a Bid or application in the Offer.
For further details on the method and procedure for Bidding, please see section entitled “Offer Procedure” on page 218 of this
Prospectus.
Illustration of the Book Building and Price Discovery Process: Bidders should note that this example is solely for illustrative
purposes and is not specific to the Issue; it also excludes Bidding by Anchor Investors. Bidders can bid at any price within the
Price Band. For instance, assume a Price Band of ₹20 to ₹ 24 per share, Issue size of 3,000 Equity Shares and receipt of five Bids
from Bidders, details of which are shown in the table below. The illustrative book given below shows the demand for the Equity
50Shares of the Issuer at various prices and is collated from Bids received from various investors.
Bid Quantity Bid Amount (₹) Cumulative Quantity Subscription
500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to Issue the desired
number of Equity Shares is the price at which the book cuts off, i.e., ₹ 22.00 in the above example. The Company in consultation
with the BRLM, may finalise the Issue Price at or below such Cut-Off Price, i.e., at or below ₹ 22.00. All Bids at or above this
Issue Price and cut-off Bids are valid Bids and are considered for allocation in the respective categories.
Steps to be taken by the Bidders for Bidding:
➢ Check eligibility for making a Bid (see section titled “Offer Procedure” on page 218 of this Prospectus);
➢ Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid cum Application Form;
➢ Ensure correctness of your PAN, DP ID and Client ID mentioned in the Bid cum Application Form. Based on these parameters,
the Registrar to the Offer will obtain the Demographic Details of the Bidders from the Depositories.
➢ Except for Bids on behalf of the Central or State Government officials, residents of Sikkim and the officials appointed by the
courts, who may be exempt from specifying their PAN for transacting in the securities market, for Bids of all values ensure that
you have mentioned your PAN allotted under the Income Tax Act in the Bid cum Application Form. The exemption for Central
or State Governments and officials appointed by the courts and for investors residing in Sikkim is subject to the Depositary
Participant’s verification of the veracity of such claims of the investors by collecting sufficient documentary evidence in support
of their claims.
➢ Ensure that the Bid cum Application Form is duly completed as per instructions given in this Prospectus and in the Bid cum
Application Form;
BID/OFFER PROGRAM:
Event Indicative Dates
Bid/ Issue Opening Date June 26, 2025
Bid/ Issue Closing Date June 30, 2025
Finalization of Basis of Allotment with the Designated Stock Exchange July 01, 2025
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA Account July 01, 2025
or UPI ID linked bank account
Credit of Equity Shares to Demat accounts of Allottees July 02, 2025
Commencement of trading of the Equity Shares on the Stock Exchange July 03, 2025
*Our Company in consultation with the Book Running Lead Manager may consider participation by Anchor Investors in
accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Issue Period shall be one Working Day prior to the
Bid/Issue Opening Date in accordance with the SEBI ICDR Regulations.
The above timetable is indicative and does not constitute any obligation on our Company or the Book Running Lead Manager.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the commencement
of trading of the Equity Shares on the Stock Exchange are taken within 6 Working Days of the Bid/ Issue Closing Date, the
timetable may change due to various factors, such as extension of the Bid/ Offer Period by our Company, revision of the Price
Band or any delays in receiving the final listing and trading approval from the Stock Exchange. The Commencement of trading of
the Equity Shares will be entirely at the discretion of the Stock Exchange and in accordance with the applicable laws.
Bid Cum 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
Issue Period (except for the Bid/ Issue Closing Date). On the Bid/ Issue Closing Date, the Bid Cum Application Forms will be
accepted only between 10.00 a.m. to 3.00 p.m. (IST) for retail and non-retail Bidders. The time for applying for Retail Individual
Applicant on Bid/ Issue Closing Date maybe extended in consultation with the BRLM, RTA and BSE SME taking into account
the total number of applications received up to the closure of timings.
Due to the limitation of time available for uploading the Bid Cum Application Forms on the Bid/ Issue Closing Date, Bidders are
advised to submit their applications one (1) day prior to the Bid/ Issue Closing Date and, in any case, not later than 3.00 p.m. (IST)
on the Bid/ Issue Closing Date. Any time mentioned in this Prospectus is IST. Bidders are cautioned that, in the event a large number
of Bid Cum Application Forms are received on the Bid/ Issue Closing Date, as is typically experienced in public Offer, some Bid
Cum Application Forms may not get uploaded due to the lack of sufficient time. Such Bid Cum Application Forms that cannot be
uploaded will not be considered for allocation under this Issue. Applications will be accepted only on Working Days, i.e., Monday
51to Friday (excluding any public holidays). Neither our Company nor the BRLM is liable for any failure in uploading the Bid Cum
Application Forms due to faults in any software/hardware system or otherwise.
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 Bid Cum Application Forms prior to the Bid/ Offer Closing Date. Allocation to Retail
Individual Applicants, in this Issue will be on a proportionate basis.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid Cum 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 Bid Cum 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.
WITHDRAWAL OF THE ISSUE
Our Company in consultation with the BRLM, reserve the right not to proceed with the Issue at any time before the Issue Opening
Date without assigning any reason thereof.
If our Company withdraw the Issue any time after the Issue Opening Date but before the allotment of Equity Shares, a public
notice within 2 (two) working days of the Issue Closing Date, providing reasons for not proceeding with the Issue shall be issued
by our Company. The notice of withdrawal will be issued in the same newspapers where the pre-issue advertisements have
appeared and the Stock Exchange will also be informed promptly. The BRLM, through the Registrar to the Issue, will instruct the
SCSBs to unblock the ASBA Accounts within 1 (one) working Day from the day of receipt of such instruction.
If our Company withdraw the Issue after the Issue Closing Date and subsequently decides to proceed with an Issue of the Equity
Shares, our Company will have to file a fresh Prospectus with the stock exchange where the Equity Shares may be proposed to be
listed.
Notwithstanding the foregoing, the Issue is subject to obtaining (i) the final listing and trading approvals of the Stock Exchange
with respect to the Equity Shares issued through the Prospectus, which our Company will apply for only after Allotment; and (ii)
the final RoC approval of the Prospectus.
UNDERWRITING
The Company and the Book Running Lead Manager to the issue hereby confirm that the issue is 100% Underwritten by Share India
Capital Services Private Limited and Narnolia Financial Services Limited in the capacity of Underwriter to the issue.
Pursuant to the terms of the Underwriting Agreement dated November 07, 2024 entered into by Company and Underwriter – Share
India Capital Services Private Limited and Narnolia Financial Services Limited, the obligations of the Underwriter are subject to
certain conditions specified therein. The Details of the Underwriting commitments are as under:
No. of shares Amount % of Total Issue
Details of the Underwriter underwritten Underwritten Size Underwritten
(₹ in Lakh)
39,69,200 2738.75 84.99%
Share India Capital Services Private Limited
Address: A-15, Basement, Sector 64, Noida, Gautam
Buddha Nagar, Noida Uttar Pradesh - 201301
Tel No.: 0120-4910000
Email: kunal.bansal@shareindia.co.in
Contact Person: Kunal Bansal
Website: www.shareindia.com
SEBI Registration No.: INM000012537
7,00,800 483.55 15.01%
52Narnolia Financial Services Limited
Address: 201, 2nd Floor, Marble Arch, 236 B, A.J.C
Bose Road, Kolkata, West Bengal- 700020, India
Tel No.: +91-33-40501500; +91- 8130678743
Email: ipo@narnolia.com
Website: www.narnolia.com
Contact Person: Mr. Rajveer Singh
SEBI Registration No. INM000010791
CIN: U51909WB1995PLC072876
*Includes 2,64,000 Equity shares of Rs.10.00 each for cash of the Market Maker Reservation Portion which are to be subscribed
by the Market Maker in its own account in order to claim compliance with the requirements of Regulation 261 of the SEBI (ICDR)
Regulations, as amended.
As per Regulation 260(2) of SEBI (ICDR) Regulations, the Book Running Lead Manager has agreed to underwrite to a minimum
extent of Issue out of its own account.
In the opinion of the Board of Directors of our Company, the resources of the above-mentioned Underwriters are sufficient to
enable them to discharge their respective obligations in full.
CHANGES IN AUDITORS DURING LAST THREE YEARS
Since our company was incorporated in the year 2012, there is no change in the auditors during the last three years immediately
preceding the date of this Prospectus.
M/s. Lalit Agarwal & Co are the auditors of our company for the financial ended on March 31, 2024.
DETAILS OF THE MARKET MAKING ARRANGEMENT FOR THIS ISSUE
Our Company and the Book Running Lead Manager has entered into Market Making Agreement dated May 09, 2025 with the
following Market Maker, to fulfill the obligations of Market Making for this Issue:
Name S S Corporate Securities Limited
Correspondence 3rd Floor, D-Block, NDM-2 Netaji Subhash Place, Pitampura, Delhi – 110034
Address:
Tel No.: +91 99107 73458
E-mail: rajesh@sscorporate.com
Website: www.sscorporate.com
Contact Person: Harshit Singhal
SEBI Registration No.: INZ000219533
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 the BSE Limited and SEBI regarding 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. 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 BSE Limited and SEBI from time to time.
3. The minimum depth of the quote shall be ₹ 1,00,000. However, the investors with holdings of value less than ₹ 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.
4. The Market Maker shall not sell in lots less than the minimum contract size allowed for trading on the SME Platform (in this
case currently the minimum trading lot size is 2000 equity shares; however, the same may be changed by the SME Platform
of BSE Limited from time to time).
535. 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 Issue Size. Any Equity Shares allotted to Market Maker under
this Issue over and above 25% of Issue Size would not be taken in to consideration of computing the threshold of 25% of
Issue Size. As soon as the Shares of Market Maker in our Company reduces to 24% of Issue Size, the Market Maker will
resume providing two way quotes.
6. The Inventory Management and Buying/Selling Quotations and its mechanism shall be as per the relevant circulars issued
by SEBI and SME Platform BSE Limited from time to time.
7. There shall be no exemption/threshold on downside. However, in the event the Market Maker exhausts his inventory through
market making process, BSE may intimate the same to SEBI after due verification.
8. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker(s), for the quotes given by
him.
9. There would not be more than five Market Makers for the Company’s Equity Shares at any point of time and the Market
Makers may compete with other Market Makers for better quotes to the investors.
10. 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.
11. The Marker maker may also be present in the opening call auction, but there is no obligation on him to do so.
12. 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.
13. The Market Maker(s) shall have the right to terminate said arrangement by giving a three months’ notice or on mutually
acceptable terms to the Book Running Lead Manager, 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 Book Running Lead Manager 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 the SEBI ICDR Regulations.
Further our Company and the Book Running Lead Manager 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 5 (five) or as specified by the relevant laws and regulations applicable at that particulars point of
time. The Market Making Agreement is available for inspection at our office from 11.00 a.m. to 5.00 p.m. on working days.
14. Risk containment measures and monitoring for Market Makers: BSE SME 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 Limited can impose any other margins as deemed necessary from time-to-time.
15. 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.
16. Price Band and Spreads: SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20, 2012, has laid down
that for Issue size up to ₹ 250 crores, the applicable price bands for the first day shall be:
17. (i) 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.
18. (ii) 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.
19. 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 Platform.
S. No. Market Price Slab (In ₹) Proposed spread (in % to sale price)
1. Up to 50 9
2. 50 to 75 8
543. 75 to 100 6
4. Above 100 5
20. Punitive Action in case of default by Market Makers: BSE SME Exchange will monitor the obligations on a rAAT 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.
21. The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties / fines / suspension
for any type of misconduct/ manipulation/ other irregularities by the Market Maker from time to time.
22. 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 issue size and as follows:
Issue Size Buy quote exemption threshold (including Re-Entry threshold for buy quote (including
mandatory initial inventory of 5% of the mandatory initial inventory of 5% of the Issue
Issue Size) Size)
Up to ₹20 Crore 25% 24%
₹ 20 to ₹ 50 Crore 20% 19%
₹ 50 to ₹ 80 Crore 15% 14%
Above ₹ 80 Crore 12% 11%
All the above-mentioned conditions and systems regarding the Market Making Arrangement are subject to change based on
changes or additional regulations and guidelines from SEBI and Stock Exchange from time to time.
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55CAPITAL STRUCTURE
The Equity Share capital of our Company, as on the date of the Prospectus and after giving effect to this Issue, is set forth below:
Amount (Rs. in Lakhs, except share data)
Aggregate Aggregate Value
Sr. No. Particulars
Nominal Value at Issue Price
Authorized Share Capital
A 2,100.00 -
2,10,00,000 Equity Shares having Face Value of Rs 10/- each
Issued, Subscribed & Paid-up Share Capital before the Issue
B 1,40,10,194 Equity Shares having Face Value of Rs.10/- each issued 1,401.01
-
fully paid up before the Issue.
Present Issue in terms of the Prospectus
C Issue of up to 46,70,000Equity Shares having Face Value of Rs.10/- 467.00 3223.20
each at a price of Rs.69 per Equity Share.
Which Comprises
(a) Fresh Issue of 35,48,000 equity shares of face value of ₹ 10/- 35.48 2448.12
each at a price of Rs. 69 per Equity Share.
(b) Offer for Sale of 11,22,000 Equity Shares of face value of ₹ 11.22 774.18
10/- each at a price of Rs. 69 per Equity Share.
of which:
Reservation for Market Maker portion
I. 2,64,000 Equity Shares of Rs. 10/- each at a price of Rs. 69 per Equity 26.4 182.14
Share reserved as Market Maker Portion
Net Issue to the Public
II. Net Issue to Public of 44,06,000 Equity Shares of Rs. 10/- each at a 440.60 3040.14
price of Rs. 69 per Equity Share to the Public
of which (2)
At least 15,44,000 Equity Shares aggregating up to Rs. 1065.36
lakhs will be available for allocation to Retail Individual Investors.
At least 6,62,000 Equity Shares aggregating up to Rs. 456.78 lakhs
456.78
will be available for allocation to Non-Institutional Investors
Not more than 22,00,000 Equity Shares aggregating up to Rs.
1518.00 lakhs will be available for allocation to Qualified 1518.00
Institutional Buyers
Issued, Subscribed and Paid-up Equity Share capital after the Issue,
D 1,755.89 -
175,58,194 Equity Shares of Face Value of Rs. 10/- each
Securities Premium Account
E Before the Issue NIL
After the Issue 2093.32*
(1)The Present Issue of Equity Shares in terms of Prospectus has been authorized pursuant to a resolution of our Board of Directors
dated September 13, 2024 and by special resolution passed under Section 62(1) (c) of the Companies Act, 2013 at the Extra
Ordinary General Meeting of the members held on September 17, 2024.
(2) The allocation to all categories shall be made on a proportionate basis subject to valid Applications received at or above the
Issue Price. Under subscription, if any, in any of the categories, would be allowed to be met with spill-over from any of the other
categories or a combination of categories at the discretion of our Company in consultation with the Book running 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.
*The amount disclosed is prior to deduction of Issue expenses.
In Book Building issue the allocation the net offer to the public category shall be made as follows:
a) Not less than Thirty five percent to retail individual investor;
b) Not less than Fifteen percent to non-institutional investor
c) Not more than fifty percent to qualified institutional buyers, five percent of which shall be allocated to mutual funds.
Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated to applicants in the
other category.
Provided further that in addition to five percent allocation available in terms of clause (C), mutual funds shall be eligible for allocation
56under the balance available for qualified institutional buyers.
Our Company, in consultation with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary
basis in accordance with the SEBI ICDR Regulations. The QIB Portion will accordingly be reduced for the Equity Shares allocated
to Anchor Investors. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids
being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription in
the Anchor Investor Portion, the remaining Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion
shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portions shall be
available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to
valid Bids being received at or above the Offer Price. In the event the aggregate demand from Mutual Funds is less than as specified
above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the Net QIB Portion and
allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. For details, see “Issue
Procedure” on page 218.
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except the QIB Portion,
would be allowed to be met with spill-over from any other category or combination of categories, as applicable, at the discretion of
our Company in consultation with the BRLM and the Designated Stock Exchange, subject to applicable law.
Notes
1) The Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. The
issue is being made by our company in terms of Regulation 229 (2) of SEBI (ICDR) Regulation, read with Rule 19(2)(b)(i) of SCRR
wherein not less than 25% of the post issued paid-up equity share capital of our company are being offered to the public for
subscription.
This space has been left blank intentionally.
57Class of Shares
As on the date of Prospectus Our Company has only one class of share capital i.e. Equity Shares of Rs.10/- each only. All Equity
Shares issued are fully paid up. Our Company does not have any outstanding convertible instruments as on the date of the
Prospectus.
Details of changes in Authorized Share Capital of our Company:
Since the incorporation of our Company, the authorized share capital of our Company has been altered in the manner set forth
below:
Cumulative
Sr. Cumulative no. Authorized Date of
Particulars of Increase AGM/EGM
No. of Equity Shares Share Capital (₹ Meeting
in Lakhs)
Initial Authorized Share Capital of
08-Oct-
1. ₹1,00,000 divided into 10,000 Equity Shares 10,000 1.00 -
2012*
of ₹10 each
Increase in authorized equity share capital to
17-Apr-
2. ₹1,25,000 divided into 12,500 Equity Shares 12,500 1.25 EGM
2023
of ₹10 each
Increase in authorized equity share capital to
13-Mar-
3. ₹21,00,00,000 divided into 2,10,00,000 2,10,00,000 21.00 EGM
2024
Equity Shares of ₹10 each
*Date of Incorporation
Note: History of Paid-up capital is mentioned pursuant to Due Diligence Report by D.S. & Associates, Company
Secretaries, dated September 23, 2024 and by A P R & Associates, Company Secretaries, LLP dated May 15, 2025.
Notes to Capital Structure
1. Equity Share Capital History of our Company:
a) The history of the equity share capital and the securities premium account of our company are set out in the following
table:
Cumulative Cumulative
No. of Nature Cumulative
Face Issue Paid-up Securities
Nature of Equity of Number of
Date Value Price (In Share Premium
Allotment Shares Consid Equity
(In ₹) ₹) Capital (₹ in Account (₹
Allotted eration Shares
Lakhs) in Lakhs)
Paid-up Share
8-Oct- Capital at the
10,000 10.00 10.00 Cash 10,000 1.00 0.00
2012 time of
Incorporation (1)
16-May- Fresh
100 10.00 1,687.94 Cash 10,100 1.01 1.68
2023 Allotment(2)
19-Sep- Fresh
468 10.00 1,04,613.00 Cash 10,568 1.06 491.22
2023 Allotment(3)
30-Mar- Fresh
234 10.00 1,18,310.00 Cash 10,802 1.08 768.04
2024 Allotment(4)
Other
30-April-
Bonus Issue(5) 1,39,99,392 10.00 Nil than 1,40,10,194 1,401.01 Nil
2024
Cash
All the above-mentioned shares are fully paid up since the date of allotment.
Notes:
58(1) Initial Subscribers to the Memorandum of Association subscribed 10,000 Equity Shares of Face Value of Rs. 10/- each,
details of which are given below:
Sr. No. Name No. of shares
1 Mr. Dinesh Kumar Gupta 5,000
2 Mrs. Meera Gupta 5,000
Total 10,000
Note: History of Paid-up capital is mentioned pursuant to Due Diligence Report by D.S. & Associates, Company Secretaries,
dated September 23, 2024 and by A P R & Associates, Company Secretaries, LLP dated May 15, 2025.
(2) The details of allotment of 100 Equity Shares made on May 16, 2023 by way of Preferential Issue is as follows:
No. of Equity Shares Face Value per Issue Price per
Sr. No. Name of allottee
Allotted share (in ₹) share (in ₹)
1. Mr. Rakesh Agrawal 100 10.00 1,687.94
Note: History of Paid-up capital is mentioned pursuant to Due Diligence Report by D.S. & Associates, Company Secretaries,
dated September 23, 2024 and by A P R & Associates, Company Secretaries, LLP dated May 15, 2025.
(3) The details of allotment of 468 Equity Shares made on September 19, 2023 by way of Preferential Issue are as follows:
Sr. No. of Equity Shares Face Value per Issue Price per
Name of allottee
No. Allotted share (in ₹) share (in ₹)
1. Gaurav Sharma 96 10.00 1,04,613.00
Bhavya Arnav and Stuti Verma on behalf of 1,04,613.00
2. 96 10.00
Alteran Partners
3. Arika Securities Private Limited 48 10.00 1,04,613.00
4. Sheetal Agarwal 37 10.00 1,04,613.00
5. Sunil Kumar Malik 31 10.00 1,04,613.00
6. Sandeep Kumar 29 10.00 1,04,613.00
7. Aparna Vijay 24 10.00 1,04,613.00
8. Nainesh Gunvantlal Jain 24 10.00 1,04,613.00
9. Gaurav Jindal 24 10.00 1,04,613.00
10. Vasudha Jindal 12 10.00 1,04,613.00
11. Neelam Jindal 12 10.00 1,04,613.00
12. Seema Agarwal 8 10.00 1,04,613.00
13. Arushi Agarwal 4 10.00 1,04,613.00
14. Vihan Agarwal 3 10.00 1,04,613.00
15. Pooja Agrawal 10 10.00 1,04,613.00
16. Deepak Agrawal 5 10.00 1,04,613.00
17. Mohini Agrawal 5 10.00 1,04,613.00
Note: History of Paid-up capital is mentioned pursuant to Due Diligence Report by D.S. & Associates, Company Secretaries,
dated September 23, 2024 and by A P R & Associates, Company Secretaries, LLP dated May 15, 2025.
(4) The details of allotment of 234 Equity Shares made on March 30, 2024 by way of Preferential Issue are as follows:
No. of Equity Shares Face Value Per Issue Price Per
Sr. No. Name of the Allottee
Allotted Share (in ₹) Share (in ₹)
1. Sukant Arora HUF 96 10.00 1,18,310.00
2. Shivam Mogha 43 10.00 1,18,310.00
3. Lavi Mogha 42 10.00 1,18,310.00
4. Pawan Kumar Sharma 30 10.00 1,18,310.00
5. Sunil Kumar Malik 23 10.00 1,18,310.00
59Note: History of Paid-up capital is mentioned pursuant to Due Diligence Report by D.S. & Associates, Company
Secretaries, dated September 23, 2024 and by A P R & Associates, Company Secretaries, LLP dated May 15, 2025.
(5) The details of allotment of 1,39,99,392 Equity Shares made on April 30, 2024 by way of Bonus Issue are as follows:
No of shares Face value per
S. No. Name of Shareholder
issued share
1. Arika Securities Private Limited 75,58,272 10
2. Tripti Gupta 14,16,528 10
3. Blp Equity Research Private Limited 10,36,800 10
4. Sonam Gupta 9,44,784 10
5. Prachi Gupta 7,08,912 10
6. Aastha Gupta 7,08,912 10
7. Abhinav Gupta 5,18,400 10
8. Gaurav Sharma 2,54,016 10
9. Rakesh Agrawal 1,29,600 10
10. Bhavya Arnav and Stuti Verma on behalf of Alteran Partners 1,24,416 10
11. Sukant Arora HUF 1,24,416 10
12. Sunil Kumar Malik 69,984 10
13. Shivam Mogha 55,728 10
14. Lavi Mogha 54,432 10
15. Sheetal Agarwal 47,952 10
16. Pawan Kumar Sharma 38,880 10
17. Sandeep Kumar 37,584 10
18. Nainesh Gunvantlal Jain 31,104 10
19. Aparna Vijay 31,104 10
20. Gaurav Jindal 31,104 10
21. Vasudha Jindal 15,552 10
22. Neelam Jindal 15,552 10
23. Pooja Agrawal 12,960 10
24. Seema Agarwal 10,368 10
25. Deepak Agrawal 6,480 10
26. Mohini Agrawal 6,480 10
27. Arushi Agarwal 5,184 10
28. Vihan Agarwal 3,888 10
Note: History of Paid-up capital is mentioned pursuant to Due Diligence Report by D.S. & Associates, Company Secretaries,
dated September 23, 2024 and by A P R & Associates, Company Secretaries, LLP dated May 15, 2025.
Fully paid-up Bonus shares were issued and allotted by capitalization of the Securities premium account and the free reserves
of the Company, in that order as per the resolution passed by the members of the Company in the extra-ordinary general meeting
held on April 08, 2024.
b) As on the date of the Prospectus, our Company does not have any preference share capital.
2. Issue of Equity Shares for consideration other than cash
Our Company has not allotted any Equity Shares for consideration other than cash, since its incorporation except:
No of shares Face value per
S. No. Name of Shareholder
issued share
1. Arika Securities Private Limited 75,58,272 10
2. Tripti Gupta 14,16,528 10
3. Blp Equity Research Private Limited 10,36,800 10
4. Sonam Gupta 9,44,784 10
5. Prachi Gupta 7,08,912 10
6. Aastha Gupta 7,08,912 10
7. Abhinav Gupta 5,18,400 10
8. Gaurav Sharma 2,54,016 10
9. Rakesh Agrawal 1,29,600 10
10. Bhavya Arnav and Stuti Verma on behalf of Alteran Partners 1,24,416 10
6011. Sukant Arora HUF 1,24,416 10
12. Sunil Kumar Malik 69,984 10
13. Shivam Mogha 55,728 10
14. Lavi Mogha 54,432 10
15. Sheetal Agarwal 47,952 10
16. Pawan Kumar Sharma 38,880 10
17. Sandeep Kumar 37,584 10
18. Nainesh Gunvantlal Jain 31,104 10
19. Aparna Vijay 31,104 10
20. Gaurav Jindal 31,104 10
21. Vasudha Jindal 15,552 10
22. Neelam Jindal 15,552 10
23. Pooja Agrawal 12,960 10
24. Seema Agarwal 10,368 10
25. Deepak Agrawal 6,480 10
26. Mohini Agrawal 6,480 10
27. Arushi Agarwal 5,184 10
28. Vihan Agarwal 3,888 10
3. We have not revalued our assets since inception and have not issued any Equity Shares (including bonus shares) by capitalizing
any revaluation reserves.
4. No Equity Shares have been allotted pursuant to any scheme approved under section of 230-234 of Companies Act 2013.
5. As on the date of the Prospectus, Our Company has not issued any equity shares under any employee stock option Scheme and
we do not have any Employees Stock Option Scheme/ Employees Stock Purchase Scheme.
6. The Issue Price shall be decided by our Company in consultation with the Book running Lead Manager, we have not issued
any Equity Shares at price below issue price within last one year from the date of this Prospectus.
7. Our Company has not issued any Equity Shares at a price that may be lower than the Issue Price during a period of one year
preceding the date of this Prospectus.
8. Capital Build up in respect of shareholding of our Promoters:
As on date of the, our promoter Mr. Gaurav Sharma and Arika Securities Private Limited holds 78,18,316 Equity Shares
constituting 55.80% of the issued, subscribed and paid-up Equity Share capital of our Company. None of the Equity Shares held
by our Promoter are subject to any pledge.
Issue
Face Pre- Post-
Date of Allotment No. of Transfer
Value Name of Issue Issue
and made fully Nature of Issue Equity Price Per
Per transferor Sharehol Sharehol
paid up /transfer Shares Equity Share
Share (₹) ding % d ing %
(₹)
Mr. Gaurav Sharma
31 Oct 2022 Transfer 100 10.00 450.00 Meera Gupta Negligible Negligible
Preferential 10.00
19 Sept 2023 96 1,04,613.00 NA Negligible Negligible
allotment
30 Apr 2024 Bonus 2,54,016 10.00 NA NA 1.81 1.33
Total 2,54,212 1.81 1.33
Arika Securities Private Limited
31 Oct 2022 Transfer 2,784 10.00 450.00 Meera Gupta 0.020 0.015
Preferential 10.00
19 Sept 2023 48 1,04,613.00 NA Negligible Negligible
allotment
15 Jan 2024 Transfer 563 10.00 3,730.00 Prachi Gupta 0.004 0.003
15 Jan 2024 Transfer 562 10.00 3,730.00 Aastha Gupta 0.004 0.003
15 Jan 2024 Transfer 1,125 10.00 3,730.00 Tripti Gupta 0.008 0.006
15 Jan 2024 Transfer 750 10.00 3,730.00 Sonam Gupta 0.005 0.004
30 Apr 2024 Bonus 75,58,272 10.00 NA NA 53.95 39.65
61Total 75,64,104 53.99 39.68
Note: History of Paid-up capital is mentioned pursuant to Due Diligence Report by D.S. & Associates, Company Secretaries,
dated September 23, 2024 and by A P R & Associates, Company Secretaries, LLP dated May 15, 2025.
This space has been left blank intentionally.
629. Our Shareholding Pattern
The table below represents the shareholding pattern of our Company in accordance with Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as on the date of the Prospectus:
I – Summary of Shareholding Pattern: -
y r o g e t a C r e d yl ro oh ge er ta ah f Cos s r e ed r .sal oo h f Nh os s ye t yr diu .a li olp aqh u f Npu oes f d le h y yt ld ti ru .i oap aq f NPpu oe - s e r a h s d le h g n iy l sr ee rd .a on h f Nu os y r os tt ip si oe pc ee DR s e lard . tsal ooe h Tnh s g n id lo h e rl %a a. t ho sff o Sn aaoo t ,R R C S r e p s a d e t a l su ec rl aa hc s( ) 2 C + f o )B 7 %+ 5sA 9 A 1a( ECN
ql
uau N ih sm tse yo b l R d oe i fr si g n e V ho c Tf te ou sa tV or ic ti no th agit
l
ei cn sl *ag s R s i og fh la t os Taa ts + B + A) %fC o( g n iy lr e d n U s e r a h S f o .o N g ne l ibs de i ntit r ai e tr svu tn uc oe Ocs ) gs nt n ida ur r lca nW i( g n idg lon him e ru as h% ss Saaa , e nlb o ii st rr ee vv nn lloo uf o cc
f
f o e g sa et in t ie rc ur cse a ep a s( e r a h s ) dla et ti up la idc ) 2 C + B %+ sA f Aao( LocN ku e .o) a N( m d ib ne r s ho a la t o t f o % a
s A
f re s e rd al) heb Sh( s f o r e b m u N .o) a N( s e r a h S r o d e g d e lp la t o t f o % a
s A
e s iw r e h t o e rd al) heb Sh s( d e r e b m u c n e r es y be t mr id ual uqe h fn Nh oesi d e z ila ir e t am mr eo df
VII =
I II III IV V VI IV+V+VI VIII IX X XI=VII+X XII XIII XIV
(A) Promoter & 2 78,18,316 78,18,316 55.80 78,18,316 78,18,316 55.80 55.80 78,18,316
Promoter Group - - - - - -
(B) Public 26 61,91,878 - - 61,91,878 44.20 61,91,878 61,91,878 44.20 - 44.20 - - - 61,91,878
Non-Promoter-
(C) Non-Public - - - - - - - - - - - - - - -
Shares
(C1) underlying DRs - - - - - - - - - - - - - - -
Shares held by
(C2) Emp. Trusts - - - - - - - - - - - - - - -
Total 28 1,40,10,194 - - 1,40,10,194 100.00 1,40,10,194 1,40,10,194 100.00 - 100.00 - - - 1,40,10,194
*As on date of this Prospectus1 Equity share holds 1 vote.
^ We have only one class of Equity Shares of face value of Rs. 10/- each.
Note: History of Paid-up capital is mentioned pursuant to Due Diligence Report by D.S. & Associates, Company Secretaries, dated September 23, 2024 and by A P R & Associates,
Company Secretaries, LLP dated May 15, 2025.
Note:
In terms of SEBI circular bearing No. CIR/ISD/3/2011 dated June 17, 2011 and SEBI circular bearing No. SEBI/CIR/ISD/ 05 /2011, dated September 30, 2011, the Equity Shares held
63by the Promoters/Promoters Group Entities and 50% of the Equity Shares held by the public shareholders, shall be dematerialized.
PAN of the Shareholders will be provided by our Company prior to Listing of Equity Share on the Stock Exchange.
Our Company will file the shareholding pattern of our Company, in the form prescribed under Regulation 31 of the SEBI (LODR) Regulations,
2015, one day prior to the listing of the equity shares. The shareholding pattern will be uploaded on the website of SME BSE before commencement of trading of such Equity Shares.
The shareholding pattern is as per benpos dated May, 16, 2025.
6410. The list of Shareholders holding 1% or more of the paid-up Share Capital of our Company as on the date of
this Prospectusare:
Shares Held (Face Value of Rs. 10 % shares held (% Pre-
S. No. Name
each) Issue paid up Capital)
1. Arika Securities Private Limited 75,64,104 53.99%
2. Tripti Gupta 14,17,621 10.12%
3. BLP Equity Research Private Limited 10,37,600 7.41%
4. Sonam Gupta 9,45,513 6.75%
5. Prachi Gupta 7,09,459 5.06%
6. Aastha Gupta 7,09,459 5.06%
7. Abhinav Gupta 5,18,800 3.70%
8. Gaurav Sharma 2,54,212 1.81%
Total 1,31,56,768 93.91%
11. The list of Shareholders holding 1% or more of the paid-up Share Capital of our Company ten days prior
as on the date of this Prospectusare:
Shares Held (Face Value of Rs. % shares held (% Pre-
S. No. Name
10 each) Issue paid up Capital)
1. Arika Securities Private Limited 75,64,104 53.99%
2. Tripti Gupta 14,17,621 10.12%
3. BLP Equity Research Private Limited 10,37,600 7.41%
4. Sonam Gupta 9,45,513 6.75%
5. Prachi Gupta 7,09,459 5.06%
6. Aastha Gupta 7,09,459 5.06%
7. Abhinav Gupta 5,18,800 3.70%
8. Gaurav Sharma 2,54,212 1.81%
Total 1,31,56,768 93.91
12. The list of Shareholders holding 1% or more of the paid-up Share Capital of our Company two year prior as on the
date of this Prospectusare:
Shares Held (Face Value of Rs. 10 % shares held (as on
S. No. Name
each) that date)
1. Abhinav Gupta 5,000 50.00%
2. Meera Gupta 5,000 50.00%
Total 10,000 100.00%
13. The list of Shareholders holding 1% or more of the paid-up Share Capital of our Company one year prior
as on the date of this Prospectusare:
% shares held (%
Shares Held (Face Value of Rs. 10
S. No. Name Pre-Issue paid up
each)
Capital)
1 Arika Securities Private Limited 2,784 27.56%
2 Tripti Gupta 2,218 21.96%
3 Sonam Gupta 1,316 13.03%
4 Prachi Gupta 1,110 10.99%
5 Aastha Gupta 1,109 10.98%
6 BLP Equity Research Private Limited 800 7.92%
7 Abhinav Gupta 400 3.96%
8 Sonam Gupta 163 1.61%
Total 9,900 98.02%
6514. Except as mentioned below, there is no other subscription to or sale or purchase of the securities of our Company has been
made within three years preceding the date of filing the Prospectus by our Promoters or Directors or Promoter Group which
in aggregate equals to or is greater than 1% of the pre- issue share capital of our Company, except as below:
Issue
Face Pre- Post-
Date of Allotment No. of Transfer
Value Name of Issue Issue
and made fully Nature of Issue Equity Price Per
Per transferor Sharehol Sharehol
paid up /transfer Shares Equity Share
Share (₹) ding % d ing %
(₹)
Mr. Gaurav Sharma
31 Oct 2022 Transfer 100 10.00 450.00 Meera Gupta Negligible Negligible
Preferential
19 Sept 2023 96 10.00 1,04,613.00 NA Negligible Negligible
allotment
30 Apr 2024 Bonus 2,54,016 10.00 NA NA 1.81 1.33
Total 2,54,212 1.81 1.33
Issue
Face Pre- Post-
Date of Allotment No. of Transfer
Value Name of Issue Issue
and made fully Nature of Issue Equity Price Per
Per transferor Sharehol Sharehol
paid up /transfer Shares Equity Share
Share (₹) ding % d ing %
(₹)
Arika Securities Private Limited
31 Oct 2022 Transfer 2,784 10.00 450.00 Meera Gupta 0.020 0.015
Preferential
19 Sept 2023 48 10.00 1,04,613.00 NA Negligible Negligible
allotment
15 Jan 2024 Transfer 563 10.00 3,730.00 Prachi Gupta 0.004 0.003
15 Jan 2024 Transfer 562 10.00 3,730.00 Aastha Gupta 0.004 0.003
15 Jan 2024 Transfer 1,125 10.00 3,730.00 Tripti Gupta 0.008 0.006
15 Jan 2024 Transfer 750 10.00 3,730.00 Sonam Gupta 0.005 0.004
30 Apr 2024 Bonus 75,58,272 10.00 NA NA 53.95 39.65
Total 75,64,104 53.99 39.68
15. None of our Directors or Key Managerial Personnel hold any Equity Shares other than as set out below:
Name Designation No. of Equity Shares held
Mr. Gaurav Sharma Promoter & Chairman cum Managing Director 2,54,212
and Chief Financial Officer
16. The average cost of acquisition of or subscription to Equity Shares by our Promoters is set forth in the table below:
Name of the Promoter No. of Shares held Average Cost of Acquisition per Share (In Rs.)
*
Mr. Gaurav Sharma 2,54,212 39.68
Arika Securities Private Limited 75,64,104 2.31
*Average cost of acquisition is calculated on the basis of face value of equity shares of Rs. 10/- each. The average cost of
acquisition of Equity Shares by our Promoter has been calculated by taking into account the amount paid by them to acquire, by
way of fresh issuance or transfer, the Equity Shares less amount received by them for 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.
17. There are no Equity Shares purchased/acquired or sold by our Promoters, Promoter Group and/or by our Directors
within six months immediately preceding the date of filing of the Prospectus, except as below:-
Issue
Pre- Post-
Date of Allotment Face Value Transfer
No. of Equity Name of Issue Issue
and made fully Nature of Issue Per Share Price Per
Shares transferor Sharehol Sharehol
paid up /transfer (₹) Equity Share
ding % d ing %
(₹)
Mr. Gaurav Sharma
30 Apr 2024 Bonus 2,54,016 10 NA NA 1.81 1.38
66Total 2,54,016 1.81 1.38
Arika Securities Private Limited
30 Apr 2024 Bonus 75,58,272 10 NA NA 53.95 42.52
Total 75,58,272 53.95 42.52
18. Details of the Pre and Post Issue Shareholding of our Promoter and Promoter Group as on the date of the Prospectus
is as below: -
Pre-Issue Post Issue
S. No Names Shares Held % Shares Shares % Shares
Held Held Held
Promoter
1. Mr. Gaurav Sharma 2,54,212 1.81 2,43,046 1.38
2. Arika Securities Private Limited 75,64,104 53.99 74,65,103 42.52
TOTAL (A) 78,18,316 55.80 77,08,149 43.90
Promoter Group Nil NA Nil NA
TOTAL (B) - - - -
GRAND TOTAL (A+B) 78,18,316 55.80 77,08,149 43.90
Note: History of Paid-up capital is mentioned pursuant to Due Diligence Report by A P R & Associates LLP, Company
Secretaries, dated May 15, 2024.
19. Details of Promoter’s Contribution locked in for three years:
Nature of No. of shares Issue Price/ % of Pre- % of Post
Date of Allotment Date when Face Lock
Allotment/ Allotted/ Transfer Issue Issue
/ transfer of fully made Fully Valu e in
Acquired/ Acquired Price Shareho Sharehol
paid-up Shares paid up (Rs.) Period
Transfer Transferred (Rs.) lding ding
Mr. Gaurav Sharma
30-04-2024 30-04-2024 Bonus Issue 1,15,200 10 N.A. 1.81 0.66 3 years
Arika Securities Private Limited
30-04-2024 30-04-2024 Bonus Issue 34,02,000 10 N.A. 53.99 19.38 3 years
Total 35,17,200 55.80 20.04
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 236 of the SEBI ICDR Regulations i.e. for a period of three years from the date of allotment of
Equity Shares in this Issue.
No Equity Shares proposed to be locked-in as Minimum Promoter Contribution have been issued out of revaluation reserve or for
consideration other than cash and revaluation of assets or capitalization of intangible assets, involved in such transactions.
The entire pre-Issue shareholding of the Promoter, other than the Minimum Promoter contribution which is locked in for three
years, shall be locked in for a period of one year from the date of allotment in this Issue.
Our Promoters, Mr. Gaurav Sharma and Arika Securities Private Limited have, by a written undertaking, consented to have
35,17,200 Equity Shares held by them to be locked in as Minimum Promoter Contribution for a period of three years from the date
of allotment in this Issue and will not be disposed /sold/transferred by the promoter during the period starting from the date of filing
this Prospectus with SME Platform of BSE Limited till the date of commencement of lock-in period as stated in this Prospectus.
The Equity Shares under the Promoters contribution will constitute 20.00% of our post-Issue paid up share capital.
Our Promoters have also consented that the Promoters contribution under Regulation 236 of the SEBI ICDR Regulations will not
be less than 20% of the post Issue paid up capital of our Company.
Eligibility of Share for “Minimum Promoters Contribution in terms of clauses of Regulation 237 of SEBI (ICDR)
Regulations, 2018
67Eligibility Status of Equity Shares
Reg. No. Promoters’ Minimum Contribution Conditions forming part of Promoter’s
Contribution
237 (1) (a) (i) Specified securities acquired during the preceding three years, The Minimum Promoter’s contribution
if they are acquired for consideration other than cash and does not consist of such Equity Shares
revaluation of assets or capitalization of intangible assets is which have been acquired for
involved in such transaction consideration other than cash and
revaluation of assets or capitalization of
intangible assets. Hence Eligible
237 (1) (a) (ii) Specified securities acquired during the preceding three years, The minimum Promoter’s contribution
resulting from a bonus issue by utilization of revaluation does not consist of such Equity Shares.
reserves or unrealized profits of the issuer or from bonus issue Hence Eligible
against Equity Shares which are ineligible for minimum
promoters’ contribution
237 (1) (b) Specified securities acquired by the promoters and alternative The minimum Promoter’s contribution
investment funds or foreign venture capital investors or does not consist of such Equity Shares.
scheduled commercial banks or public financial institutions or Hence Eligible.
insurance companies registered with Insurance Regulatory and
Development Authority of India, during the preceding one year
at a price lower than the price at which specified securities are
being offered to the public in the initial public offer.
237 (1) (c) Specified securities allotted to the promoters and alternative The minimum Promoter’s contribution
investment funds during the preceding one year at a price less does not consist of such Equity Shares.
than the issue price, against funds brought in by them during Hence Eligible.
that period, in case of an issuer formed by conversion of one or
more partnership firms or limited liability partnerships, where
the partners of the erstwhile partnership firms or limited liability
partnerships are the promoters of the issuer and there is no
change in the management
237 (1) (d) Specified securities pledged with any creditor. Our Promoter’s has not Pledged any shares
with any creditors. Accordingly, the
minimum Promoter’s contribution does not
consist of such Equity Shares.
Hence Eligible.
Details of Share Capital Locked in For One Year
The Equity Shares that are being locked in are not ineligible for computation of Promoters contribution in terms of Regulation 237
of the SEBI ICDR Regulations. Equity Shares offered by the Promoters for the minimum Promoters contribution are not subject to
pledge. Lock-in period shall commence from the date of allotment of Equity Shares in the Public Issue.
We confirm that the minimum Promoters contribution of 20.00% which is subject to lock-in for 3 years does not consist of:
a) Equity Shares acquired during the preceding three years for consideration other than cash and revaluation of assets or
capitalization of intangible assets;
b) Equity Shares acquired during the preceding three years resulting from a bonus issue by utilization of revaluation reserves or
Unrealized profits of the issuer or from bonus issue against equity shares which are ineligible for minimum Promoters
contribution;
c) Equity Shares acquired by Promoters during the preceding one year at a price lower than the Issue Price;
d) The Equity Shares held by the Promoters and offered for minimum 20% Promoters Contribution are not subject to any pledge.
e) 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.
In terms of Regulation 241 of the SEBI (ICDR) Regulations, 2018, 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.
Equity Shares locked-in for one year.
In addition to above Equity Shares that are locked-in for three years as the minimum Promoters’ contribution, the promoters and
public pre-issue shareholding of Equity Share capital of our Company, i.e. 1,04,92,994 Equity Shares shall be locked in for a period
68of one year from the date of Allotment in the Public Issue. Further, such a lock-in of Equity Shares would be created as per the bye
laws of the Depositories.
Other requirements in respect of lock-in:
i. In terms of Regulation 242 of the SEBI ICDR Regulations, the locked in Equity Shares held by the Promoters, as specified
above, can be pledged with any scheduled commercial bank or public financial institution as collateral security for loan granted by
such bank or institution provided that the pledge of Equity Shares is one of the terms of the sanction of the loan. Provided that
securities locked in as minimum promoter contribution may be pledged only if, in addition to fulfilling the above requirements,
the loan has been granted by such bank or institution, for the purpose of financing one or more of the objects of the Issue.
ii. In terms of Regulation 243 of the SEBI ICDR Regulations, the Equity Shares held by persons other than the Promoters prior to
the Issue may be transferred to any other person holding the Equity Shares which are locked in as per Regulation 36 or 37 of the
SEBI ICDR Regulations, subject to continuation of the lock-in in the hands of the transferees for the remaining period and
compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as applicable.
Further in terms of Regulation 243 of the SEBI ICDR Regulations, the Equity Shares held by the Promoters may be transferred
to and amongst the Promoter Group or to new promoters or persons in control of the company subject to continuation of the
lock-in in the hands of the transferees for the remaining period and compliance with SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011, as applicable.
20. None of our Promoter, Promoter Group, Directors and their relatives has entered into any financing arrangement or financed
the purchase of the Equity Shares of our Company by any other person during the period of six months immediately preceding
the date of filing of the Prospectus.
21. Neither, we nor our Promoter, Directors and the Book Running Lead Manager to this Issue have entered into any buyback
and / or standby arrangements and / or similar arrangements for the purchase of our Equity Shares from any person.
22. As on the date of filing of the Prospectus, there are no outstanding warrants, options or rights to convert debentures, loans or
other instruments which would entitle Promoters or any shareholders or any other person, any option to acquire our Equity
Shares after this Initial Public Issue.
23. As on the date of the Prospectus, the entire Issued Share Capital, Subscribed and Paid up Share Capital of our Company is
fully paid up.
24. Our Company has not raised any bridge loan against the proceeds of the Issue.
25. Since the entire Issue price per share is being called up on application, all the successful applicants will be allotted fully paid-
up shares.
26. As on the date of the Prospectus, none of the shares held by our Promoter / Promoters Group are subject to any pledge.
27. The Lead Manager i.e. Narnolia Financial Services Limited and their associates do not hold any Equity Shares in our Company
as on the date of filing of the Prospectus.
28. We here by confirm that there will be no further issue of capital whether by way of issue of bonus shares, preferential allotment,
rights issue or in any other manner during the period commencing from the date of the Prospectus until the Equity Shares Issued
have been listed or application moneys refunded on account of failure of Issue.
29. Our Company does not presently intend or propose to alter its capital structure for a period of six months from the date of
opening of the Issue, by way of split or consolidation of the denomination of Equity Shares or further issue of Equity Shares
(including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares) whether preferential
or otherwise. This is except if we enter into acquisition or joint ventures or make investments, in which case we may consider
raising additional capital to fund such activity or use Equity Shares as a currency for acquisition or participation in such joint
ventures or investments
30. None of our Equity Shares have been issued out of revaluation reserve created out of revaluation of assets.
31. An over-subscription to the extent of 10% of the Net Issue can be retained for the purpose of rounding off to the nearest integer
during finalizing the allotment, subject to minimum allotment, which is the minimum application size in this Issue.
Consequently, the actual allotment may go up by a maximum of 10% of the Net Issue. In such an event, the Equity Shares
held by the Promoter is used for allotment and lock- in for three years shall be suitably increased; so as to ensure that 20% of
69the post Issue paid-up capital is locked in.
32. 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 Book Running Lead Manager and
Designated Stock Exchange i.e. BSE. Such inter-se spill over, if any, would be affected in accordance with applicable laws,
rules, regulations and guidelines.
33. In case of over-subscription in all categories the allocation in the Issue shall be as per the requirements of SEBI (ICDR)
Regulations, 2018 and its amendments from time to time.
34. The unsubscribed portion in any reserved category (if any) may be added to any other reserved category.
35. The unsubscribed portion if any, after such inter se adjustments among the reserved categories shall be added back to the net
issue to the public portion.
36. At any given point of time there shall be only one denomination of the Equity Shares, unless otherwise permitted by law.
37. Our Company shall comply with such disclosure and accounting norms as may be specified by BSE, SEBI and other regulatory
authorities from time to time.
38. As on the date of the Prospectus, Our Company has not issued any equity shares under any employee stock option scheme and
we do not have any Employee Stock Option Scheme /Employees Stock Purchase Scheme.
39. There are no Equity Shares against which depository receipts have been issued.
40. Other than the Equity Shares, there is no other class of securities issued by our Company as on date of filing of the Red
Herring Prospectus.
41. We have 28 Shareholders as on the date of filing of the Prospectus.
42. There are no safety net arrangements for this Public Issue.
43. Our Promoter and Promoter Group will not participate in this Issue.
44. This Issue is being made through Book Building Method.
45. Except as disclosed in the Prospectus, our Company has not made any public issue or rights issue of any kind or class of
securities since its incorporation to the date of the Prospectus.
This space has been left blank intentionally
70OBJECTS OF THE ISSUE
The Issue includes a public Issue of upto 46,70,000Equity Shares of our Company at an Issue Price of Rs. 69 per Equity Share.
Requirement of Funds: -
We intend to utilize the net proceeds of the Issue to meet the following objects: -
1. To Meet Capital Expenditure of our Company
2. To Meet out the expenses of Unidentified acquisition and General Corporate Purposes
(Collectively referred as the “objects”)
We believe that listing will enhance our corporate image and visibility of brand name of our Company. We also believe that
our Company will receive the benefits from listing of Equity Shares on the SME Platform of BSE Limited (BSE SME). It will
also provide liquidity to the existing shareholders and will also create a public trading market for the Equity Shares of our
Company.
The main objects clause of our Memorandum of Association (MOA) enables our Company to undertake its existing activities
and these activities which have been carried out until now by our Company are valid in terms of the objects clause of our
Memorandum of Association (MOA). Further the objects clause and objects incidental and ancillary to the main objects clause
of our Subsidiary, enables to undertake their existing business activities
Proceeds of the Issue:
The details of the proceeds from the Issue are provided in the following table:
Particulars Amt. (₹ in Lakhs)
Gross Issue Proceeds* 3222.30
Less: Public Issue Related Expenses* 386.48
Net Issue Proceeds* 2835.82
*Subject to finalization of basis of allotment.
Utilization of Funds:
The Net Proceeds are proposed to be used in accordance with the details provided in the following table:
S. No Particulars Amt. (₹ in Lakhs)
1. Capital Expenditure 1,250.00
2. Unidentified Acquisition and General Corporate Purposes* 811.64
3. Issue Expense 386.48
4. Offer for sale 774.18
Total 3,222.30
* The cumulative amount to be utilized towards inorganic growth through acquisitions & other strategic initiatives and General
Corporate Purposes shall not exceed 35% of the amount raised by our Company. Further, the amount utilized for our object
of ‘Unidentified Acquisition for Company’ shall not exceed 25% of the amount raised by our Company.
**Subject to finalization of basis of allotment and the amount to be utilized for general corporate purposes shall not exceed 25%
of the amount raised by our Company.
The requirements of the objects detailed above are intended to be funded from the proceeds of the Issue. Accordingly, we
confirm that there is no requirement for us to make firm arrangements of finance through verifiable means towards at least
75% of the stated means of finance, excluding the amount to be raised from the proposed Issue.
The fund requirement and deployment are based on internal management estimates 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, other financial conditions, business or strategy, as discussed further below.
In case of variations in the actual utilization of funds allocated for the purposes set forth above, increased fund requirements for
a particular purpose may be financed by surplus funds, if any, available in respect of the other purposes for which funds are being
71raised in this Issue. If surplus funds are unavailable, the required financing will be through our internal accruals and/or debt.
We may have to revise our fund requirements and deployment as a result of changes in commercial and other external factors,
which may not be within the control of our management. This may entail rescheduling, revising or cancelling the fund
requirements and increasing or decreasing the fund requirements for a particular purpose from its fund requirements mentioned
below, at the discretion of our management. In case of any shortfall or cost overruns, we intend to meet our estimated expenditure
from internal accruals and/or debt. In case of any such re- scheduling, it shall be made by compliance of the relevant provisions
of the Companies Act, 2013.
MEANS OF FINANCE
The requirements of the objects detailed above are intended to be funded from the proceeds of the Issue. Accordingly, we confirm
that there is no requirement for us to make firm arrangements of finance through verifiable means towards at least 75% of the
stated means of finance, excluding the amount to be raised from the proposed Issue.
The fund requirement and deployment are based on internal management estimates 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, other financial conditions, business or strategy, as discussed further below.
DETAILS OF USE OF OFFER PROCEEDS
1. CAPITAL EXPENDITURE
We propose to utilize ₹ 1250.00 lakhs of the Net Proceeds towards capital expenditure purposes as approved by the Board, from
time to time. Our management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds
earmarked for Capital Expenditure Purpose. Furthermore, the company intends to utilize the funds for constructing a server
facility and expanding its workforce through strategic hiring initiatives.
We plan to offer complete hardware and software solutions to improve efficiency and user experience. Currently, we provide
customized services to clients without any capital investment, which limits our ability to attract new clients, upgrade existing
setups, and renew contracts. To address this, we aim to acquire hardware that will allow us to offer integrated systems and
customized support, making it easier for clients to adopt advanced software for a better experience. This hardware acquisition
will help us bring in new clients and extend current contracts.
Process Flow and Policy for Capital Asset Purchase
1. Establishing the Need
• The user department identifies the requirement for an asset.
• The request could be for regular usage (e.g., laptops, servers) or for a new project.
• The request must be approved by the department head and should align with business projections.
• Any unplanned purchases require CFO approval.
2. Approval Process
• The request is sent to the CFO/Management for approval.
3. Vendor Selection & Quotation Process
• Quotations are invited from at least three vendors.
• Quotations are evaluated based on price, quality, and compliance.
• Negotiations may be conducted to ensure the best value.
• The CFO/Management approves the final quotation.
4. Purchase Order (PO) Issuance
• A PO is released to the selected vendor.
72• The PO includes details such as delivery terms, payment terms, and delivery locations.
5. Delivery & Installation
• Upon delivery, necessary documentation for installation is ensured.
6. Payment & Record Keeping
• Delivery documents and original invoices are submitted to the Accounts Department for payment processing.
• The transaction is recorded by the Accounting team.
To maintain high-quality support for our clients, we would implement a staffing ratio of 3 support staff members for every 10
hardware servers deployed. This model would allow us to:
Ensure Personalized Support:
By having a dedicated support team, we can offer tailored assistance to our clients, addressing their unique needs and challenges
effectively.
Promote Quick Response Times:
With a sufficient number of support staff in relation to hardware, we can ensure rapid response times to inquiries and issues,
minimizing downtime and enhancing user experience.
Facilitate Comprehensive Training and Onboarding:
A well-resourced support team enables us to provide thorough training sessions and onboarding processes, empowering clients
to maximize the value of their hardware and applications.
At Ace Alpha, our support staffing model of 3 support staff for every 10 hardware servers is based on a careful analysis of
operational efficiency, client needs, and resource management. Here’s why this ratio is optimal:
- Balanced Workload
- Sufficient Coverage
- Enhanced Expertise
- Cost Efficiency
- Optimized Training and Development:
We intend to employ traders/coders who will be trained in-house to become skilled coders, ensuring that our support team is
uniquely equipped to meet the needs of our clients. This training equips our staff members to handle varied roles while
understanding client requirements. Since our business requires lot of customization – all our employees have to be specifically
trained to look at problem from holistic angle and not just as single problem at hand.
Further, we intend to deploy 60 employees and train them for following roles and responsibilities as given below:
Employees having experience more than 6 years
Responsibilities:
- Provide technical assistance for applications integrated with our hardware.
- Troubleshoot issues, ensuring optimal performance and user experience.
- Collaborate with development teams to relay client feedback and enhance application features.
Employees having experience up to 6 years
Responsibilities:
- Conduct rigorous testing of applications on hardware to ensure reliability and performance.
- Identify bugs and coordinate with development teams for timely resolutions.
- Serve as primary contacts for key clients, ensuring they receive tailored support and guidance.
73- Help clients optimize the use of applications on our hardware, driving usage and satisfaction.
- Develop and deliver training programs for clients on using applications effectively.
- Create user manuals and documentation to support application usage.
- Handle customer inquiries and provide assistance with application-related issues.
- Ensure smooth communication between clients and technical teams.
Strategic Hiring of Traders:
We specifically hire individuals with a background in trading, as they bring valuable insights into the market dynamics and
operational challenges faced by our clients. Their familiarity with trading environments allows them to understand client needs
from a unique perspective.
In-House Coding Training:
After hiring, we invest in comprehensive in-house training programs to equip these traders with coding skills. This training is
tailored to our integrated hardware and application solutions, enabling them to effectively troubleshoot and enhance our products.
Enhanced Problem-Solving Capabilities:
With a dual background in trading and coding, our support staff can tackle technical issues with a deep understanding of both
the technical and business aspects. They can quickly identify the root causes of problems and implement solutions that not only
fix issues but also enhance overall performance.
Tailored Solutions Development:
Our support team can create customized scripts and tools that address specific client requirements. Their trading background
allows them to identify unique challenges and opportunities, leading to more effective and tailored solutions.
Further, we would also require 200 quantities of Servers worth 704 lakhs, 200 quantities of Windows worth 183 lakhs and 30
quantities of Laptop.
Ace Alpha Tech Limited provides advanced software services and trading technology solutions across institutional and B2B
retail trading, user management, proprietary trading, and custom trading. Initially focused on software solutions, the company
has expanded its offerings to include hardware infrastructure, ensuring seamless software-hardware integration for an enhanced
client experience.
The procurement of 200 servers is essential to meet growing client demands, increasing from 26 clients in September 2024 to 31
clients as on date. These servers support high-speed execution, real-time data processing, and uninterrupted operations,
particularly for high-frequency and algorithmic trading. Each client requires 6 to 8 servers, depending on their unique needs,
trading applications, and security protocols, while also enabling the creation of multiple trading IDs based on client infrastructure.
The table below summarize the our object of the issue:
Sr. Particulars Amount Quantity Name of vendor Date of Utilization Utilization
No. in Lakhs Quotation from from
IPO Proceeds Internal
(In Accrual
Lakhs) (In Lakhs)
1. Servers 716.48 200 RPS TechZone Private 18-02-2025 716.48 -
Limited
2. Windows 183.40 200 RPS TechZone Private 18-02-2025 183.40 -
Limited
3. Laptops 21.12 30 Comtel Infosystems 12-03-2025 21.12 -
Private Limited
4. Human 445.00 60 Roots Recruitment 12-03-2025 329.00 116.00
Resources Services
Total 1,366.00 1,250.00 116.00
Note 1: Any expenses over and above the net proceeds embarked to be utilized through Internal Accruals.
Note 2: All the prices mentioned above are exclusive of Goods and services Tax (GST).
74The Quotations for Server received from RPS TechZone Pvt. Ltd. dated February 18, 2025 are as follows:
(Rs. In Lakhs)
DESCRIPTION QTY UNIT PRICE TOTAL AMOUNT
14900KS 2U OC Server 200 2.06 412.48
Cisco NEXUS X25 10G Card 200 1.49 298.00
Cisco 3MTR DAC Cable 200 0.03 6.00
SUB TOTAL 716.48
IGST 128.96
TOTAL 845.44
Note: Quotation remains valid until the date of Prspectus filing.
The Quotations for Windows received from RPS TechZone Pvt. Ltd. dated February 18, 2025 are as follows:
(Rs. In Lakhs)
DESCRIPTION QTY UNIT PRICE TOTAL AMOUNT
Windows Server 2022 Standard - 16 200 0.779 155.80
Core License Pack
Windows GGWA - Windows 11 Pro - 200 0.138 27.60
Legalization Get Genuine
SUB TOTAL 183.40
IGST 33.01
TOTAL 216.41
Note: Quotation remains valid until the date of Prospectus filing.
The Quotations for Laptop received from Comtel Infosystem Pvt. Ltd. dated March 12, 2025 are as follows:
(Rs. In Lakhs)
DESCRIPTION QTY UNIT PRICE TOTAL AMOUNT
HP LAPTOP 30 0.70 21.12
HP - 440G10 B0QP2PT I5 13th Gen FHD/BLKB /
16Gb 1TB /WIN 11 PRO MAKE IN INDIA SKU
Core i5 1335U 13th Gen 12MB cache 10 Core 1.3
Ghz ( Turbo 4.6 ghz) / 1x16 GB DDR4 RAM, 1TB
PCIe 2280 NVMe TLC SSD / 14” FHD Screen 250
nits/ BACKLIT Keyboard / 720pHD Cam / TPM
/3Cell /2x2 wi-fi 6, 3 USB 3.1 Gen 1, 1USB 3.1
TYPE –C ; 1 HDMI 2.1 b/ RJ45 / SD Card/starting
weight 1.45KG / FPR/ NO ADP/ 1 YR Onsite/ WIN
11 PRO
SUB TOTAL 21.12
IGST 3.80
TOTAL 24.92
Note: Quotation remains valid until the date of Prospectus filing.
The Quotations for Employees is received from Roots Recruitment Services dated March 12, 2025 are as follows:
Roles Employees No. of requirement Contract Rate each
Experience position per Annum
Equity Trader/Coder 0-1 Year 15 2-3 Lacs
Equity Trader/Coder 1-3 Year 15 3-4 Lacs
Equity Trader/Coder 4-6 Year 15 7-8 Lacs
Equity Trader/Coder 7-9 Year 10 10-12 Lacs
75Equity Trader/Coder 10-14 Year 5 18-20 Lacs
Note: The rates are tentative for mentioned skills and respective experience levels.
Further, our Promoters, Directors, Key Managerial Personnel and the Group Companies do not have any interest in the proposed
acquisition of the equipment or in the entity from whom we have placed purchase orders in relation to such proposed acquisition
of the equipment.
No second-hand machinery, equipment, or servers will be purchased, as stated in the object of the issue.
2. UNIDENTIFIED ACQUISTION AND GENERAL CORPORATE PURPOSE:
We intend to utilize ₹ 855.00 lakhs of the net proceed towards unidentified acquisitions, subject to 35% of the amount raised by
our Company, and the amount to be utilized for our object of ‘Unidentified Acquisition’ shall not exceed 25% of the amount
raised by our Company.
The amount of Net Proceeds proposed to be deployed for funding of potential acquisitions is based on our management’s current
estimates and budgets, and our Company’s historical acquisitions and strategic investments and partnerships, and other relevant
considerations. The actual deployment of funds and the timing of deployment will depend on a number of factors, including the
timing, nature, size and number of acquisitions or strategic initiatives proposed, as well as general macro- or micro-economic
factors affecting our results of operation, financial condition and access to capital.
As on the date of this Prospectus, we have not identified any specific targets with whom we have entered into any definitive
agreements. Our acquisition strategy is primarily driven by our Board, and typically involves detailed due diligence being
undertaken by us on the potential target, and subsequently negotiating and finalizing definitive agreements towards such
acquisition.
In addition, our management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds
earmarked for general corporate purposes. 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.
We confirm that any issue related expenses shall not be considered as a part of General Corporate Purpose.
Further, we confirm that the amount for general corporate purposes, as mentioned in this Prospectus, shall not exceed 25% of
the amount raised by our Company through this Issue.
Our Directors, Key Managerial Personnel, Senior Management Personnel and Group Company do not have any interest in the
proposed investment to be made by our Company towards acquisitions & other strategic initiatives and general corporate
purposes.
3. OFFER RELATED EXPENSES
The total expenses of the Offer are estimated to be approximately ₹ 386.48 lakhs. The expenses of this Offer include, among
others, underwriting and management fees, printing and distribution expenses, advertisement expenses and legal fees, if
applicable. The estimated Offer expenses are as follows:
Expenses Estimated As a % of the As a % of the total Gross
Expenses total estimated Offer
(₹ in Offer Proceeds
Lakh)*@ Expenses
Fee payable to BRLMs (including 176.12 45.57% 5.47%
Underwriting Commission)
Fees Payable to Registrar to the Issue 1.75 0.45% 0.05%
76Fees Payable Advertising, Marketing 13.15 3.40% 0.41%
Expenses and Printing Expenses
Fees Payable to Regulators including Stock 12.10 3.13% 0.38%
Exchanges and other Intermediaries
Fees payable to Peer Review Auditor 3.00 0.78% 0.09%
Fees Payable to Market Maker (for Three 9.00 2.33% 0.28%
Years)
Escrow Bank Fees 0.25 0.06% 0.01%
Others (including Selling and Distribution 171.12 44.28% 5.31%
and Legal Advisor)
Total Estimated Issue Expenses 386.48 100.00% 11.99%
Notes:
We have not incurred any sum towards issue expense till date.
* The total offer expenses are estimated at ₹ 386.48 lakhs out of which ₹ 346.37 lakhs shall be borne by our Company and ₹
40.10 lakhs shall be bore by the Selling Shareholders.
@ please note that the cost mentioned is an estimate quotation as obtained from the respective parties and excludes GST,
interest rate and inflation cost. The amount deployed so far toward issue expenses shall be recouped out of the issue proceeds.
1. Potential bidders may note that the Brokerage Commission for syndicate members, SCSBs, RTAs and CDPs will be as
follows:
a. ASBA applications procured directly from the applicant and Bided (excluding applications made using the UPI Mechanism,
and in case the Offer is made as per Phase I of UPI Circular) -Rs. 10/- per application on wherein shares are allotted.
b. Syndicate ASBA application procured directly and bided by the Syndicate members (For the forms directly procured by
them) – Rs. 10/- per application, on wherein, shares are allotted.
c. Processing fees/uploading fees on Syndicate ASBA application for SCSBs Bank Rs. 10/- per application on wherein shares
are allotted.
d. Sponsor Bank shall be payable processing fees on UPI applications processed by them- RS. 6.00/- per application basis.
e. No additional uploading/processing charges shall be payable to the SCSBs on the applications directly procured by them.
f. The commissions and processing fees shall be payable within 30 Working days post the date of receipt of final invoices of
the respective intermediaries.
g. Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
APPRAISAL REPORT
None of the objects for which the Offer Proceeds will be utilized have been financially appraised by any financial institutions /
banks.
SCHEDULE OF IMPLEMENTATION
We propose to deploy the Net Proceeds for the previously mentioned purposes in accordance with the estimated schedule
of implementation and deployment of funds set forth in the table below.
(Amount in Lakhs)
S. No. Particulars Amount to be funded Estimated Utilization of Estimated Utilization
from Net Proceeds Net Proceeds (F.Y. 2025- of Net Proceeds (F.Y.
26) 2026-27)
1 Hardware 921.00 460.50 460.50
2 Employees 445.00 350.00 95.00
Total 1,366.00 810.50 555.50
Any expenses over and above the net proceeds embarked to be utilized through Internal Accruals.
BRIDGE FINANCING
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Prospectus, which are
proposed to be repaid from the Net Proceeds.
77INTERIM USE OF FUNDS
Pending utilization of the Offer Proceeds for the Objects of the Issue described above, our Company shall deposit the funds
only in Scheduled Commercial Banks included in the Second Schedule of 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 Offer as described above, it shall not use the funds from the Offer Proceeds for any investments in equity and/or real estate
products and/or equity linked and/or real estate linked products.
MONITORING UTILIZATION OF FUNDS
There is no requirement for the appointment of a monitoring agency, as the Offer size is less than ₹ 5,000 lakhs. However our
company voluntarily appointed monitoring agency which will monitor the utilization of the proceeds of the Offer 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 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, our Company shall on half-yearly basis disclose to the Audit Committee the Application of the proceeds of
the Issue. On an annual basis, our Company shall prepare a statement of funds utilized for purposes other than stated in this
Prospectus and place it before the Audit Committee. Such disclosures shall be made only until such time that all the proceeds
of the Issue have been utilized in full.
VARIATION IN OBJECTS
In accordance with Section 13(8) and Section 27 of the Companies Act, 2013 and applicable rules, our Company shall not vary
the objects of the Issue without our Company being authorized to do so by the Shareholders by way of a special resolution
through postal ballot. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution (the
“Postal Ballot Notice”) shall specify the prescribed details as required under the Companies Act and applicable rules. The
Postal Ballot Notice shall simultaneously be published in the newspapers, one in English and one in the vernacular language
of the jurisdiction where the Registered Office is situated. Our Promoter or controlling Shareholders will be required to provide
an exit opportunity to such Shareholders who do not agree to the proposal to vary the objects, at such price, and in such manner,
as may be prescribed by SEBI, in this regard.
OTHER CONFIRMATIONS
The Net Proceeds from the Fresh Issue, as utilized for working capital requirements, will not be directly/ indirectly routed to
our Promoter, members of Promoter Group, person in control of our Company, our Directors, our Group Company and our
associates, if any. There are no material existing or anticipated transactions in relation to the utilisation of the Net Proceeds
entered into or to be entered into by our Company with our Promoters, Promoter Group, Directors and/or Key Managerial
Personnel.
This space has been left blank intentionally
78BASIS OF ISSUE PRICE
Investors should read the following summary with the section titled “Risk Factors”, the details about our Company under the
section titled “Business Overview” and its financial statements under the section titled “Financial Information of our Company”
beginning on page 24, page 107 and page 158 respectively of this Prospectus. The trading price of the Equity Shares of our
Company could decline due to these risks and the investor may lose all or part of his investment.
The Issue Price has been determined by the Company in consultation with the LM on the basis of the key business strengths of our
Company. The face value of the Equity Shares is Rs. 10 and Issue Price is ₹ 69 which is 6.90 times of the face value.
QUALITATIVE FACTORS
For a detailed discussion on the qualitative factors which form the basis for computing the price, please refer to sections titled
“Business Overview” beginning on page 107 of this Prospectus.
QUANTITATIVE FACTORS
Information presented below is derived from our Company’s Restated Financial Statements prepared in accordance with Indian
GAAP. Some of the quantitative factors, which form the basis for computing the price, are as follows:
1. Basic & Diluted Earnings per share (EPS), as restated:
S. No Period Basic & Diluted (₹) Weights
1. FY 2023-24 7.94 1
2. FY 2022-23 2.56 2
3. FY 2021-22 0.10 3
Weighted Average 2.23 6
December 31, 2024 6.04*
*Not Annualized
Notes:
i. The figures disclosed above are based on the restated financial statements of the Company.
ii. The face value of each Equity Share is ₹10.00.
iii. The above statement should be read with Significant Accounting Policies and the Notes to the Restated Financial
Statements as appearing in Annexure IV of respective and financials.
2. Price Earning (P/E) Ratio in relation to the Issue Price of ₹ 69 per share:
S. No Particulars P/E
1 P/E ratio based on the Basic & Diluted EPS, as restated for December 31, 2024 11.42
2 P/E ratio based on the Weighted Average EPS 30.94
Industry PE
Particulars P/E
Highest 22.96
Average 22.96
3. Return on Net worth (RoNW)
S. No Period RONW (%) Weights
1. FY 2023-24 48.20 1
2. FY 2022-23 88.18 2
3. FY 2021-22 30.21 3
Weighted Average 52.53 6
December 31, 2024 27.70
794. Net Asset Value (NAV) per Equity Share:
Sr. No. As at NAV
1. December 31, 2024 21.82
2. March 31, 2024 20,462.55
3. March 31, 2023 3,768.47
4. March 31, 2022 445.34
5. NAV after Issue 35.76
Issue Price 69
5. Comparison with industry peers
(Amount in lakhs)
Sr. Name of the company Face Value CMP** EPS P/E RoNW(%) PAT
No. (Per Share) Ratio***
1 Ace Alpha Tech Ltd 10.00 - 7.94 - 48.20% 1,065.40
Peer Group*
2 63 Moons Technologies Ltd 2.00 820.70 35.75 22.96 4.90% 16,469.00
*Sourced from Annual Reports, Audited Financials, BSE & NSE.
**Current Market Price is taken as closing on 26 May, 2025.
***We have calculated P/E Ratio by diving the Current Market Price with the EPS.
Notes:
• Considering the nature and turnover of business of the Company the peer are not strictly comparable. However, the same
have been included for broader comparison.
• The figures for Ace Alpha Tech are based on the restated results for the year ended 31 December, 2024.
• The figures (except PE) for the peer group are based on standalone results for the period ended 31 March, 2024.
• Current Market Price (CMP) is the closing price of respective scrip as on 26 May, 2025.
For further details, see section titled Risk Factors beginning on page 24 and the financials of the Company including profitability
and return ratios, as set out in the section titled Auditors Report and Financial Information of Our Company beginning on page
158 of this Prospectusfor a more informed view.
Key performance indicators:
The KPIs disclosed below have been used historically by our Company to understand and analyze the business performance,
which in 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 May 23, 2024 and the members of the Audit Committee
have verified the details of all KPIs pertaining to our 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
years period prior to the date of filing of this Prospectus. Further, the KPIs herein have been certified by M/S. KRA & Company,
Chartered Accountants, by their certificate dated May 23, 2025, having UDIN: 25503150BMJBZN8241.
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 Issue Section, whichever is later or for such other duration as may be required under the
SEBI ICDR Regulations. Further, the ongoing KPIs will continue to be certified by a member of an expert body as required
under the SEBI ICDR Regulations.
Key Performance Indicators of our Company.
(Rs in lakhs)
Key Financial Performance December 31, March 31, 2024 March 31, 2023 March 31, 2022
2024
Revenue from Operations (1) 1154.23 1,487.12 489.26 32.00
EBITDA (2) 1169.51 1,427.41 444.55 18.12
EBITDA Margin (3) 101.32% 95.98% 90.86% 56.63%
PAT 846.79 1,065.40 332.31 13.45
PAT Margin (4) 73.36% 71.64% 67.92% 42.0%
80Notes:
1. Revenue from operation means revenue from sales.
2. EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses
3. EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations
4. PAT Margin is calculated as PAT for the period/year divided by revenue from operations
EXPLANATION FOR KPI METRICS
Key Financial Explanations
Performance
Revenue from Revenue from Operations is used by our management to track the revenue profile of the business and in
Operations turn helps to assess the overall financial performance of our Company and volume of our business
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
PAT Profit after tax provides information regarding the overall profitability of the business
PAT Margin PAT Margin (%) is an indicator of the overall profitability and financial performance of our business.
GAAP Financial Measures
GAAP Financial measures are numerical measures which are disclosed by the issuer company in accordance with the Generally
Accepted Accounting Principles (GAAP) applicable for the issuer company i.e., measures disclosed in accordance with Indian
Accounting Standards (“Ind AS”) or Accounting Standards (“AS”) notified in accordance with Section 133 of the Companies
Act, 2013, as amended (the “Act”). These measures are generally disclosed in the financial statements of the issuer company.
On the basis of Restated Financial statements.
(Rs. in lakhs)
Particulars Period Ended Financial Year Financial Year Financial Year
December 31st 2025 Ended March ended March ended March
31st, 2024 31st, 2023 31st, 2022
Revenue from operations 1,154.23 1,487.12 489.26 32.00
Profit after tax 846.79 1,065.40 332.31 13.45
Cash flow from operating activities (1,232.36) 499.53 55.96 (3.64)
Cash Flow from investing activities 66.63 (132.46) 0.88 1.53
Cash Flow from financing activities (0.01) 768.12 (0.01) (0.01)
Net Change in Cash and cash (1,165.75) 1,135.19 56.83 (2.11)
equivalents
Non- GAAP Financial measures
Non-GAAP Financial measures are numerical measures of the Technical Guide on Disclosure and Reporting of KPIs issuer
company’s historical financial performance, financial position, or cash flows that:
i. Exclude amounts, or are subject to adjustments that have the effect of excluding amounts, that are included
in the most directly comparable measures calculated and presented in accordance with GAAP in the financial
statements of the issuer company; or
Include amounts or are subject to adjustments that have the effect of including amounts, that are excluded from the most directly
comparable measures so calculated and presented. Such adjustment items should be based on the audited line items only, which
are included in the financial statements. These Non-GAAP Financial measures are items which are not defined under Ind AS
or AS, as applicable. Generally, if the issuer company takes a commonly understood or defined GAAP amount and removes or
adds a component of that amount that is also presented in the financial statements, the resulting amount is considered a Non-
GAAP Financial measure. As a simplified example, if the issuer company discloses net income less restructuring charges and
loss on debt extinguishment (having determined all amounts in accordance with GAAP), the resulting performance amount,
which may be labelled “Adjusted Net Income,” is a Non-GAAP Financial measure.
On the basis of Restated financial statements.
81(Rs in ₹ lakhs, except %)
Particulars Period Ended Financial Year Financial Year Financial Year
December 31st 2025 ended March 31st, ended March 31st, ended March 31st,
2024 2023 2022
EBITDA 1,169.51 1,427.41 444.55 18.12
Adjusted revenues 1,154.23 1,487.12 489.26 32.00
Adjusted PAT 846.79 1,065.40 332.31 13.45
EBITDA margin 101.32% 95.98% 90.86% 56.63%
Working capital 2,888.66 2,037.84 371.24 42.04
PAT Margin 73.36% 71.64% 67.92% 42.04%
Net worth 3,057.15 2,210.36 376.85 44.53
Note:
• Revenues from operation is considered while calculating adjusted EBITDA Margin.
• Revenues from operation and Adjusted PAT is considered while calculating adjusted PAT Margin.
Apart from the above, Ministry of Corporate Affairs (MCA), vide its notification dated March 24, 2021, has issued certain
amendments to the Schedule III to the Act. Pursuant to these amendments, the below ratios are also required to be presented in
the financial statements of the companies:
On the basis of Restated Financial Statements.
Particulars Period Ended For the Period For the Period For the Period
December 31st ended 31st ended 31st March ended 31st March
2025 March 2023 2022
2024
Current Ratio 80.69 27.90 3.57 4.99
Debt-Equity Ratio, - - - -
Debt Service Coverage Ratio NA NA NA NA
Return on Equity Ratio 0.32 0.82 1.58 0.36
Inventory turnover ratio NA NA NA NA
Trade Receivables turnover ratio 3.73 4.24 2.68 13.06
Trade payables turnover ratio NA NA NA NA
Net capital turnover ratio 0.40 0.73 1.32 0.76
Net profit ratio 0.73 0.72 0.68 0.42
Return on Capital employed 0.43 1.09 2.11 0.48
Ratio Explanation
Current Ratio Current Assets divided by Current Liabilities
Debt-equity ratio Long Term Debt divided by Net Worth
Debt service coverage ratio EBIT divided by Total Debt + Finance Cost
Inventory turnover ratio Revenue from operation divided by Average closing inventory
Trade receivables turnover ratio Revenue from Operations divided by Average Closing Debtors
Trade payables turnover ratio Total Operating Expenses divided by Average Closing Creditors
Net capital turnover ratio Revenue from Operations divided by Working Capital
Net profit ratio Profit after Tax divided by Revenue from Operations
Return on equity ratio Profit after Tax divided by Average Net Worth
Return on capital employed Return on Capital Employed is calculated as EBIT divided by capital
employed
Comparison of KPI with listed industry peers.
(Amount in ₹ lakhs, except %)
82Particulars Ace Alpha Tech Ltd 63 Moons Technologies Ltd
Mar-24 Mar-23 Mar-22 Mar-24 Mar-23 Mar-22
Revenue from operations (1) 1,487.12 489.26 32.00 47,210.76 29,006.82 16,026.43
Growth in Revenue from Operations (2)(%) 203.95 1428.93 - 62.74 80.97 -
EBITDA(3) 1,427.41 444.55 18.12 24,516.14 8,493.48 (4,703.28)
EBITDA (%) Margin(4) 95.98 90.86 56.63 51.92 29.29 (29.35)
EBITDA Growth Period on Period(5)(%) 221.09 2352.02 - 188.59 280.60 -
ROCE (%)(6) 63.67 117.84 40.68 14.76 5.73 (4.60)
Current Ratio(7) 25.01 3.57 4.99 2.33 2.12 2.01
Operating Cash Flow (8) 499.53 55.96 (3.64) 4,715.73 7,071.24 (10,838.45)
PAT(9) 1,065.40 332.31 13.45 22,250.59 (1,630.88) (5,317.34)
ROE/ RoNW(10) 0.82 1.58 0.36 16.05 (1.40) (4.62)
EPS(11) 7.94 2.56 0.10 48.29 (3.54) (11.54)
**All the information for listed industry peers mentioned above are on a basis and is sourced from their respective audited/
unaudited financial results and/or annual report
Notes:
(1) Revenue from Operations as appearing in the Restated Financial Statements/ Annual Reports of the respected companies
(2) Growth in Revenue from Operation (%) is calculated as Revenue from Operation of the relevant period
minus Revenue from Operation of the preceding period, divided by Revenue from Operation of the
preceding period
(3) EBITDA is calculated as Profit before tax + Depreciation + Finance Cost
(4) EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operation
(5) EBITDA Growth Rate is calculated period on period
(6) ROCE: Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as
shareholders’ equity plus long-term debt
(7) Current Ratio: Current Asset over Current Liabilities
(8) Operating Cash Flow: Net cash inflow from operating activities.
(9) PAT is mentioned as PAT for the period
(10) ROE/RoNW is calculated PAT divided by average shareholders’ equity
(11) EPS is mentioned as EPS for the period
The KPIs herein have been certified by M/S. KRA & Company, Chartered Accountants, by their certificate dated May 23,
2025, having UDIN: 25503150BMJBZN8241.
Set forth below are the details of comparison of key performance of indicators with our listed industry peers:
There are no listed companies in India and abroad that is engaged in business of operation & maintenance as manufacturing
of niche automotive drivetrain parts. Accordingly, it is not possible to provide a comparison of accounting ratios of industry
with our Company.
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 issuance of Equity Shares during the 18 months preceding the date of this Prospectus(Except Bonus Issue
of Shares), 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-issue 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 30 days.
No. of Issue Price
Face Issue
Nature of Equity adjustment Nature of
S. No. Date Value Price
Allotment Shares after Bonus Consideration
(In ₹) (In ₹)
Allotted Issue (In ₹)
Subscription to
1 08-Oct-12 10 NA 0.01 Cash
MOA 10,000
2 16-May-23 Fresh Allotment 10 1,687.94 1.30 Cash
100
3 19-Sep-23 Fresh Allotment 10 1,04,613.00 80.66 Cash
468
4 30-Mar-24 Fresh Allotment 10 1,18,310.00 91.22 Cash
234
b. The price per share of our Company based on the secondary sale / acquisition of shares (equity shares): The
83details of secondary sale / acquisitions of Equity Shares, where the promoters, members of the promoter group 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 gifts), during the 18 months preceding the date of this certificate, 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-
issue 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 is not applicable.
c. Since there are transactions to report to under (a) therefore, information based on last 5 secondary transactions (primary
transactions where Promoter / Promoter Group entities 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 Prospectus
irrespective of the size of transactions, is not applicable.
Weighted average cost of acquisition on issue price
Types of transactions Weighted average cost of Floor price (i.e. Cap price (i.e.
acquisition (₹ per Equity Shares) 65/- ₹ 69 /-
Weighted average cost of acquisition of
10.00 6.50 6.90
primary / new issue as per paragraph a above.
Weighted average cost of acquisition for -- -- --
secondary sale / acquisition as per paragraph
b above.
Weighted average cost of acquisition of -- -- --
primary issuances / secondary transactions as
per paragraph 8(c) above
Investors should read the above-mentioned information along with section titled “Business Overview”, “Risk Factors” and
“Financial Information of our Company” beginning on page 107, 24 and 158 respectively including important profitability
and return ratios, as set out in chapter titled “Other Financial Information” on page 176 of this Prospectus to have a more
informed view.
This space has been left blank intentionally.
84STATEMENT OF POSSIBLE TAX BENEFITS
To,
The Board of Directors, Ace Alpha Tech Limited
(Formerly known as DM Prime Square Research & Analytics Private Limited)
Dear Sir,
Sub - STATEMENT OF POSSIBLE SPECIAL TAX BENEFIT ("THE STATEMENT") AVAILABLE TO (ACE
ALPHA TECH LIMITED) 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 Ace Alpha Tech 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 (the "Act") as
amended from 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 2023-24 relevant to the assessment year 2024-25, presently in force in India for
inclusion in the Draft Red Herring Prospectus (DRHP) / Red Herring Prospectus (RHP) / 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 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 issue. We are neither suggesting
nor 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 the future;
• 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 the enclosed statement regarding the tax benefits available to the Company and its
shareholders in the Prospectus 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 are 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.
The enclosed Annexure is intended solely for your information and for inclusion in the Draft Red Herring Prospectus (DRHP) /
Red Herring Prospectus (RHP) / Prospectus or any other issue-related material in connection with the proposed issue of equity
shares, and is not to be used, referred to, or distributed for any other purpose without our prior written consent.
The enclosed Annexure is intended solely for your information and for inclusion in the Draft Red Herring Prospectus (DRHP) /
85Red Herring Prospectus (RHP) / Prospectus or any other issue-related material in connection with the proposed issue of equity
shares, and is not to be used, referred to, or distributed for any other purpose without our prior written consent.
The certificate is issued solely for the limited purpose to comply with Indian ICDR Regulations. Our work has not been carried out
in accordance with auditing or other standards and practices generally accepted in jurisdictions outside India (including in the
United States of America), and accordingly should not be relied upon as if it had been carried out in accordance with those standards
and practices. This report should not be relied upon by prospective investors outside India (including persons who are Qualified
Institutional Buyers as defined under (i) Rule 144A or (ii) Regulation S under the United States Securities Act of 1933, as amended)
participating in the Offering. We accept no responsibility and deny any liability to any person who seeks to rely on this report and
who may seek to make a claim in connection with any offering of securities on the basis that they had acted in reliance on such
information under the protections afforded by the United States of America law and regulation or any other laws other than the
laws of India.
Signed in terms of our separate report of even date
For KRA & Company Chartered Accountants
FRN: 020266N
Peer Review Certificate: 015776
Sd/-
CA Rajat Goyal
Partner
M.No.- 503150
UDIN – 25503150BMJBZS7730
Date: 23/05/2025
Place: Delhi
This space has been left blank intentionally.
86Annexure 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 enforced in India. This 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
interpretations 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
benefits 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 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.
Signed in terms of our separate report of even date
Yours faithfully,
For KRA & Company Chartered Accountants FRN: 0020266N
Peer Review Certificate: 015776
Sd/-
CA Rajat Goyal
Partner
M.No.- 503150
UDIN – 25503150BMJBZS7730
Date: 23/05/2025
Place: Delhi
87SECTION V – ABOUT THE COMPANY
INDUSTRY OVERVIEW
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 Issue 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.
INDUSTRY OVERVIEW
GLOBAL ECONOMY
Global growth is projected at 3.3 percent both in 2025
and 2026, below the historical (2000–19) average of
3.7 percent. The forecast for 2025 is broadly
unchanged from that in the October 2024 World
Economic Outlook (WEO), primarily on account of
an upward revision in the United States offsetting
downward revisions in other major economies.
Global headline inflation is expected to decline to 4.2
percent in 2025 and to 3.5 percent in 2026,
converging back to target earlier in advanced
economies than in emerging market and developing
economies.
Medium-term risks to the baseline are tilted to the
downside, while the near-term outlook is
characterized by divergent risks. Upside risks could
lift already-robust growth in the United States in the
short run, whereas risks in other countries are on the
downside amid elevated policy uncertainty. Policy-
generated disruptions to the ongoing disinflation
process could interrupt the pivot to easing monetary
policy, with implications for fiscal sustainability and
financial stability. Managing these risks requires a
keen policy focus on balancing trade-offs between
inflation and real activity, rebuilding buffers, and
lifting medium-term growth prospects through
stepped-up structural reforms as well as stronger
multilateral rules and cooperation.
Source: www.imf.org
Global economic activity is expected to maintain
modest momentum in 2025. Real GDP growth should
remain stable at 3.1% – on par with the expected
advance in 2024 – but our global economic outlook
foresees strongly desynchronized growth patterns
across regions.
Our Strategy Consulting teams help CEOs achieve
maximum value for stakeholders by designing
strategies that improve profitability and long-term
value.
Real GDP in advanced economies is projected to
grow 1.8% in 2025, up from 1.7% in 2024. In the US,
economic activity is expected to remain robust,
89supported by solid income and productivity, even as real GDP growth slips from 2.8% in 2024 to 2.2% in 2025. In Europe, steady
income growth and falling interest rates should drive stronger consumer spending growth and a modest recovery in investment. Real
GDP growth in the euro area should pick up to 1.3%–surpassing 1% for the first time in three years. Real GDP growth in Japan is
likely to rebound toward 1.1% driven by a gradual acceleration in real wages and consumer spending.
Emerging markets are anticipated to grow at 4.1% in 2025, in line with growth in 2024. We foresee real GDP growth in mainland
China slowing to 4.5% in 2025 as structural property sector and demographic challenges will restrain economic activity despite fiscal
and monetary policy support. India should remain a bright spot, with real GDP growth expected at 6.4%, driven by public investment
and strong domestic demand. Latin America is expected to see a mildly stronger expansion, despite a notable slowdown in growth
in Brazil.
Global inflation is expected to decline steadily, easing from 4.5% in 2024 to 3.5% in 2025 – still somewhat higher than the 3.1%
pace in 2019. Advanced economies are likely to bring inflation under control faster than emerging economies. However, the near-
term trajectory to price stability may still face challenges with persistent services and wage inflation in several parts of the world
leading to desynchronized monetary policy responses. Risks to the global inflation outlook will be tilted to the upside given the
prospects of increased protectionism, geopolitical tensions, derisking and demographic constraints.
www.ey.com
Global growth is projected to moderate
Global GDP growth is expected to moderate from 3.2% in 2024 to 3.1% in 2025 and 3.0% in 2026, with higher trade barriers in
several G20 economies and increased policy uncertainty weighing on investment and household spending. Annual real GDP growth
in the United States is projected to slow from its very strong recent pace, to 2.2% in 2025 and 1.6% in 2026. Euro area real GDP
growth is projected to be 1.0% in 2025 and 1.2% in 2026, as heightened uncertainty keeps growth subdued. Growth in China is
projected to slow from 4.8% this year to 4.4% in 2026.
Inflation continues to linger in many countries
Inflationary pressures persist in many economies, with headline inflation recently turning up again in an increasing share of
economies. Services price inflation has stayed elevated, with a median rate of 3.6% across OECD economies. Over 2025-26 inflation
is projected to be higher than previously expected, although still moderating as economic growth softens. Headline inflation is
projected to fall from 3.8% in 2025 to 3.2% in 2026 in the G20 economies. Underlying inflation is now projected to remain above
central bank targets in many countries in 2026.
90https://www.oecd.org/en/publications/oecd-economic-outlook-interim-report-march-2025_89af4857-en.html
Regional growth prospects are diverging
Economic growth in the United States is projected to moderate from a robust 2.8 per cent in 2024 to 1.9 per cent in 2025, amid weaker labour
market performance and looming public spending cuts. Economic growth in China is expected to remain just below 5 per cent in the coming years,
constrained by subdued consumption growth, ongoing weakness in the property sector, and the challenges posed by a shrinking population and
rising trade tensions. Japan and Europe are forecast to experience modest economic recovery in 2025 and 2026, following weaker-than-expected
growth in 2024.
91Inflation and food security are improving, but threats remain
Global inflation has eased, with headline inflation falling from 5.6 per cent in 2023 to an estimated 4.0 per cent in 2024 (figure 2). However, the
pace of disinflation has slowed due to sticky prices in housing and other services sectors as well as tight labour markets in developed economies.
Inflation is projected to decline further to 3.4 per cent in 2025, although this outcome will depend on how trade restrictions evolve. In developed
countries, inflation is expected to stabilize around central bank targets, creating room for a further gradual easing of monetary policy. In developing
countries, inflation is forecast to continue declining but to remain above its long-term average in regions such as Africa and Western Asia, with
some countries still experiencing double-digit inflation. Meanwhile, the prevalence of moderate or severe food insecurity has decreased slightly but
remains above pre-pandemic levels.
Upward risks to the inflation outlook remain significant. Renewed supply shocks in global commodity markets could drive up energy and food
prices. Additionally, trade restrictions by major economies may push up prices in domestic markets, while disrupting supplies in global markets.
Moreover, climate-related shocks, such as heatwaves, droughts, and floods threaten crop yields, intensifying pressures on food prices and
endangering shipping channels and hydroelectric power generation.
Central banks shift to easier monetary policy
Most central banks shifted to monetary easing in 2024 in response to moderating inflationary pressures and concerns over high financing costs. The
European Central Bank initiated this policy shift in June, followed by the Bank of England in July and the Federal Reserve in September. The
People’s Bank of China accelerated its easing measures, while the Bank of Japan diverged by adopting a tightening stance. By November 2024, 67
out of 108 central banks, mostly in developed and Asian economies, had eased their monetary policy stances.
The global trend of monetary easing is expected to gradually reduce financing costs in many economies. However, uncertainty regarding the
duration and intensity of the Federal Reserve’s and European Central Bank’s easing cycles poses challenges. Moreover, the divergence between
interest rate cuts and quantitative tightening (QT) introduces new complexities and risks. As liquidity is drained from the banking system, the
projected increase in funding demand adds further pressure (IMF, 2024). The reliance on market-based funding, particularly repurchase agreements
(repos), makes financial institutions more vulnerable to liquidity fluctuations, potentially undermining the effectiveness of monetary easing and
creating risks for the broader financial system. The recent global sell-off of government bonds, which drove up bond yields across many countries,
highlights shifting investor expectations around monetary easing, fiscal policy and broader economic uncertainties.
The Federal Reserve and European Central Bank are treading carefully to balance the policy trade-offs between price stability and growth in their
respective economies, with current projections pointing at relatively shallow and gradual easing in 2025. The complex interplay between growth,
inflation, interest rates, and liquidity necessitates the careful monitoring of both the economic and financial sectors to ensure effective policy
implementation in support of growth and stability objectives.
92International finance grows amid loosening monetary policy and strong investor demand
In 2024, cross-border financing resumed growth after stagnating since 2022, driven by loosening monetary policy and strong investor demand
(figure 4). The net international investment position (NIIP) of the United States increased by 24 per cent year-on-year to -$22.5 trillion (77 per cent
of GDP) in 2024. This reflects the growing appeal of financial assets in the United States due to stronger economic performance and higher expected
returns compared to other countries. Indeed, the US dollar strengthened markedly in the second half of 2024 against major currencies.
Among other G20 economies, large net debtors included Brazil (36 per cent of GDP), Mexico (37 per cent), and Türkiye (33 per cent). Germany
(74 per cent of GDP), Japan (83 per cent) and China (16 per cent) remained the largest creditors. Several least developed countries with a large
negative NIIP, such as Mozambique (328 per cent), Bhutan (129 per cent) and Cambodia (117 per cent), face external financing constraints and a
high risk of debt distress.
Looking ahead to 2025, the outlook for international finance will largely depend on the current monetary easing cycles by major developed country
central banks which affect financing costs and broader economic conditions in many economies. However, uncertainties remain, such as investor
concerns over the unwinding of the yen carry trade—a major source of market volatility in 2024—elevated long-term government bond yields, and
the strength of the US dollar. These factors could further worsen the external financing constraints faced by many developing countries.
Source: www.un.org
93Global economic outlook: six themes for 2025
The global economic environment is poised for significant shifts in 2025, driven by evolving market dynamics, geopolitical realignments and
structural transformations across industries. Below, we explore six key macroeconomic themes that will shape the year ahead, with a focus on their
implications for major economies around the world.
1. US economic exceptionalism: a global growth leader and disruptor
The US economy will remain the global growth leader in 2025 driven by solid income growth, pro-cyclical productivity growth, accommodating
fiscal policy and easing monetary policy. While we anticipate real GDP growth in major economies around the world to realign with trend-growth,
the US will be one of the few exceptions where this convergence will be from above-potential GDP growth toward 2.2%. The implications are two-
fold: the US economy will remain the main driver of global economic resilience, but mildly softer momentum will limit the global pull.
Conversely, tax cuts and stronger private sector confidence on the prospects of pro-business policies and deregulation could support stronger
spending and investment in the near-term, even if policy uncertainty should not be underestimated as a headwind.
Finally, US exceptionalism will also bring challenges to global markets, as resulting US dollar strength could exacerbate inflationary pressures
worldwide and disrupt capital and investment flows to emerging markets.
2. Trade and geopolitics: derisking in a fragmented universe
Governments will continue to blend national security priorities with strategic competitiveness goals using industrial policy and trade protectionism
to support their objectives. The fragmentation of global trade, exacerbated by tensions between the US and mainland China, and the rise of
geoeconomic blocs will continue to redefine supply chain dynamics.
In this environment, the role of “connector economies” – emerging markets that have advantageous locations and preferential trade agreements
across major blocs – will grow. India, Saudi Arabia, Mexico, Brazil, the United Arab Emirates and Southeast Asian economies will benefit from
maintaining or developing strong trade and investment relations across geopolitical blocs. India will continue to foster trade and investment ties
across geopolitical divides while being a critical driver of South-South trade. Southeast Asia is likely to remain the top destination for foreign
investment among emerging markets.
In the US, protectionist measures will be used in a transactional manner to extract trade, immigration, drug traffic control, defense spending and
other political concessions from trading partners. We anticipate targeted tariffs on trading partners. However, we note that a scenario factoring 60%
tariffs on Chinese imports and a 10% universal tariff on all imports from other US trading partners (assuming proportional retaliation against US
exports) would reduce global GDP by 1.4% after two years, with GDP in the US, mainland China, Mexico and Canada reduced by 2.0% to 3.0%.
3. Price volatility: easing inflation pressures but supply fragilities
Inflation will only gradually converge toward central bank targets across regions, with upside risks stemming from structural supply fragilities,
geopolitical tensions and volatile commodity prices.
In advanced economies, where inflation surged to multidecade highs following the pandemic, price pressures are expected to moderate but remain
uneven. Wage cost pressures, potential tariffs and limited innovation undermining global competitiveness in some sectors are likely to persist across
European economies and the UK. In the US, we expect the moderating trend in inflation will remain in place through early 2025, though it could
then change as deregulation, potential immigration restrictions and tariffs lead to a renewed inflation impulse. In contrast to President-elect Trump’s
first term, these inflationary pressures would come in a new paradigm defined by fragile supply conditions, elevated geopolitical tensions and
structural upside risks to inflation. Geopolitical tensions such as the wars in Ukraine and the Middle East could further exacerbate inflation volatility,
particularly in energy and agricultural commodities.
Mainland China will face a different macroeconomic challenge: the risk of deflation due to subdued consumer spending trends, cautious business
investment and ongoing deleveraging in the property sector. This has prompted authorities to announce stimulus measures to prevent exacerbating
deflationary pressures. Indeed, deflation could slow the economic recovery by delaying consumer purchases, eroding corporate revenues and
worsening real debt burdens, particularly if property sector weakness and slowing exports continue to weigh on private sector confidence.
Emerging markets will grapple with the challenge of curbing inflation while contending with fragile supply chains, volatile commodity prices and
foreign exchange fluctuations. Several Asian emerging economies, including India and Indonesia, are better positioned to maintain price stability
due to proactive fiscal measures and monetary prudence. The combination of a diversified supply base that mitigates reliance on external inputs
and importing deflation from China should further support disinflation.
The five D’s of structurally higher inflation – demographics, debt, de-risking, decarbonization and digitalization – will remain in place. Aging
populations requiring more private and public spending; elevated levels of public expenditure on domestic and industrial policy; a growing focus
on de-risking and building resilience in a geopolitically fragmented world; the greening of the global economy via greater outlays to reduce carbon
emissions; and capital investment to develop generative artificial intelligence (GenAI) will likely mean that central banks’ inflation targets represent
a floor rather than a ceiling in most economies over the medium term.
Still, inflation risks are not entirely tilted to the upside as an end to conflicts around the world, restrained protectionism, stronger productivity
growth or subdued demand growth would translate into a lower inflation environment.
4. Monetary policy: reasons to recalibrate but recalibrate with caution
Generally easing inflation should continue to favor monetary policy recalibration in the near term. But while central banks will find plenty of
reasons to pursue their policy easing cycle, they will almost certainly recalibrate with caution given the risks from inflation volatility tied to trade,
wages, energy and food cost pressures. As a result, global monetary policy will be desynchronized as central bankers respond to divergent domestic
and international conditions and may even be forced to tighten policy amid resurgent inflationary and exchange rate pressures.
94The Federal Reserve is likely to proceed carefully in easing policy after having reduced the federal funds rate by 100 basis points (bps) in 2024.
Unsure about what the neutral fed funds rate is, data-dependent policymakers will likely favor easing at every other Federal Open Market Committee
(FOMC) meeting through Q3 2025 given upside risks to inflation stemming from deregulation, tax cuts, tariffs and immigration restrictions. A
prolonged pause in the easing cycle should not be discounted, and a 2025 Fed rate hike is more than just a tail risk.
Central banks in the rest of the world face equally complex recalibration challenges, reflecting diverse economic conditions. The ECB is expected
to ease policy more rapidly than the Bank of England (BoE) considering weaker growth prospects and mildly lower inflation projections in the
eurozone due to more constrained wage growth.
Central banks in Canada, Sweden, Switzerland and New Zealand will continue to lead global policy recalibration given lower inflation prospects
and softer labor market conditions. With some delay relative to its peers, the Reserve Bank of Australia is likely to commence its easing cycle in
early 2025 given soft growth dynamics and easing inflation. The Bank of Japan will be the exception among developed markets’ central banks with
gradual tightening and normalization of policy in the face of moderate consumer and wage price inflation after two decades of deflation.
Central banks in emerging markets will carefully navigate the complex interplay of global and domestic pressures, with a keen eye on the Federal
Reserve's monetary policy stance to mitigate foreign exchange volatility and capital flow reversals. In Asia, monetary easing is expected to gain
traction as inflation moderates and economic conditions stabilize. India is likely to proceed cautiously, with the Reserve Bank of India (RBI)
adopting a measured approach to rate reductions. With headline inflation above the 4% target, robust economic growth and geopolitical uncertainties
will temper the pace of easing. Across Latin America, monetary policy will broadly shift toward accommodation as inflationary pressures subside,
although Brazil may remain an outlier with rate hikes to counter persistently high inflation.
Meanwhile, the People’s Bank of China (PBoC) will face deflationary risks rather than inflation in the coming months. The PBoC is expected to
implement policy interest rate and reserve requirement ratio (RRR) cuts and complement these accommodative policies with bond purchases in
2025.
This global divergence in monetary policy trajectories underscores the fragmented nature of the global recovery and the difficulty of achieving
synchronized growth. For many central banks, recalibrating with caution will mean balancing inflation control with the imperative to sustain growth
and ensure financial stability in an increasingly volatile environment.
5. Labor in flux: talent scarcity, productivity and AI
The future of global labor markets will be shaped by the intricate interplay of economic pressures, demographic shifts and rapid technological
advancements. Advanced economies, grappling with cyclical headwinds and slower employment growth have so far benefited from labor supply
rebounds fueled by immigration. However, mounting populist opposition to immigration threatens to exacerbate talent shortages in aging societies,
further straining already fragile labor markets. In addition, some economies, like Europe, face the dual challenge of subdued productivity growth
and declining competitiveness, compounded by rigid labor markets and slower adoption of innovative technologies.
Policymakers and business leaders will need to counter these challenges by fostering stronger workforce participation and accelerating investments
in automation and AI to offset demographic pressures. Business leaders, facing rising costs of talent post-pandemic, are likely to focus on preserving
their talent but drive productivity enhancements and constrain wage growth to contain labor costs.
We have been firm believers in what has now become the consensus view that the US productivity surge was sustainable. Longer-tenured and better
trained employees, strong business formation, efforts to offset high wage bills with efficiency gains and judicious business investment in a high-
interest rate environment form the bedrock of this acceleration in productivity. If firms across other advanced economies can generate strong
productivity momentum, they will be able to control costs and protect margins without sacrificing talent in an environment of still-elevated wages
and fading pricing power.
Emerging markets should be better positioned to leverage demographic dividends and reform momentum. Economies like India, ASEAN nations
and Brazil are intensifying efforts to improve labor market efficiency and foster innovation. Policies promoting higher workforce participation,
particularly among women, are becoming central to sustaining growth in regions experiencing rapid social and economic change. Meanwhile,
digital transformation is driving competitiveness in regions such as mainland China and Sub-Saharan Africa. In the coming years, successfully
aligning workforce potential with technological capabilities will be critical for emerging markets to solidify their position as engines of global
economic expansion.
At the forefront of these shifts, GenAI is poised to redefine productivity and reshape the global economy. We estimate the GenAI revolution could
contribute $1.7 trillion to $3.4 trillion to global GDP by 2035, equivalent to adding an economy the size of India. For the US, this transformation
could translate into the equivalent of two to four extra years of economic growth within a decade. To fully capitalize on this potential, business
leaders and policymakers must prioritize the integration of advanced technologies, commit to reskilling and workforce adaptability, and implement
structural reforms that foster inclusive and sustainable economic growth.
6. Fiscal policy: a delicate balancing act
Fiscal policy in 2025 is set against a backdrop of high public debt, elevated interest rates and competing political and economic priorities. Global
public debt is forecast to remain at 91% of GDP, creating an environment where governments face rising borrowing costs and reduced fiscal
flexibility. The high-interest rate environment compounds the challenge, as debt servicing increasingly absorbs resources that could otherwise
support growth-oriented investments. Rising populist pressures for social spending, tax cuts and subsidies further complicate fiscal management,
particularly in politically unstable regions where short-term appeasement often takes precedence over structural reforms.
Advanced economies must grapple with balancing fiscal consolidation against populist pressures for greater spending and tax cuts as well as rising
spending needs related to energy transition, defense and aging demographics. In the US, potential extensions of tax relief measures, such as the
952017 Tax Cuts and Jobs Act, could widen the deficit, while rising interest expenses, entitlement costs and defense spending further constrain fiscal
options. Similarly, Japan’s fiscal outlook is overshadowed by an aging population that continues to drive up health care and pension costs,
demanding ever-higher expenditures even as economic growth remains subdued.
In Europe, fiscal policy will be tightened mildly, though fiscal positions will diverge across countries. France will display the highest deficit within
the euro area, with no significant tightening expected amid political gridlock, making the country highly vulnerable to disruptions in sovereign bond
markets. In Germany, the deficit will be much lower, as the recent government collapse prevents any increase in government expenditures in the
short term, even though looser fiscal policy and public investment in infrastructure and the energy transition are badly needed to lift the economy
out of stagnation. Fiscal policy will also remain expansionary in Central and Eastern Europe, particularly Romania and Poland, due to rising military
spending and populist pressures.
Emerging markets will face intensified fiscal pressures in 2025 as high global interest rates and a strong US dollar amplify the cost of dollar-
denominated debt, limiting their capacity for fiscal expansion. Brazil exemplifies these challenges with a populist agenda promoting much looser
government spending and a likely 15 percentage points (ppt) rise in the debt-to-GDP ratio by 2030. Currency depreciation amid fiscal sustainability
concerns along with high inflation have, in turn, prompted a significant tightening of monetary policy. In Asia, India is expected to sustain growth
through moderate public investment, while mainland China relies on targeted fiscal measures to counter its structural slowdown. In Gulf
Cooperation Council (GCC) states, governments are diversifying fiscal revenues away from oil and stimulating non-oil sector activity with public
investment. Sub-Saharan Africa must navigate fiscal consolidation alongside political instability and growing demands for infrastructure, energy
and climate resilience investments.
In 2025, sustainable pro-growth fiscal policy should focus on unlocking long-term productivity gains while addressing the constraints of elevated
debt levels and high interest rates. Strategic investments in digitalization, education, infrastructure and green energy will be essential for driving
economic transformation and resilience. However, the risk of these growth-enabling expenditures being overshadowed by rising debt servicing
costs is significant, especially for emerging markets with constrained fiscal space.
Source: ey.com
INDIAN ECONOMY
India is projected to remain the fastest-growing large economy for FY26 and
FY27, reaffirming its dominance in the global economic landscape. India’s
economy is expected to grow at a stable rate of 6.7 per cent annually during
FY26 and FY27.
Growth in India’s services sector is expected to remain robust, while
manufacturing activity will strengthen, supported by government efforts to
improve logistics infrastructure and streamline tax systems. Private
consumption in India is likely to gain momentum, driven by a stronger labour
market, increased access to credit, and lower inflation.
India’s Investment growth is expected to remain steady, supported by rising
private investments, improved corporate balance sheets, and favourable
financing conditions. Global economic growth is projected to hold steady at
2.7 per cent in 2025-26, highlighting India's outperformance.
Emerging Market and Developing Economies (EMDEs) have undergone
significant transformation since 2000, now contributing about 45 per cent of
global GDP, compared to 25 per cent at the start of the century. India, China,
and Brazil, the three largest EMDEs, have collectively driven approximately
60 per cent of annual global growth since the start of the century.
Amid this growth slowdown, there were a few emerging trends that pointed
to inert resilience.
• Robust rural consumption: Agricultural growth hit a five-quarter high of 3.5%, aided by a strong monsoon season. Indicators like rising
sales of fast-moving consumer goods and declining numbers of jobs demanded through the Mahatma Gandhi National Rural Employment
Guarantee Act (more commonly, MGNREGA) confirm strength in rural demand. With healthy kharif5 harvests and
improved rabi sowing, rural consumption is expected to remain strong, further boosted by festive season spending.6
• Strong services sector growth: Services grew by 7.2%, driven by public administration and defense (9.1%) and finance, insurance, and
real estate (7.2%). Services exports surged 21.3%. Between April and October 2024, total services exports stood at US$216 billion,
compared to US$192 billion in 2023. This growth is crucial given the sector’s significant contribution to India’s GDP and employment,
specifically for the urban middle-income population.
• High-value manufacturing exports: Exports of electronics, engineering goods, and chemicals have grown significantly, now comprising
31% of total merchandise exports. Given that micro, small, and medium enterprises are significant contributors to manufacturing supply
chains and exports, rising performance of these enterprises’ points to healthy growth in this export segment.
96• Controlled fiscal deficit: The fiscal deficit stood at 4.4% of GDP in the second quarter of this fiscal year, accounting for 29.4% of the
budget estimate, and standing 10% lower than last year. This gives government some room to ramp up spending to boost demand. With
lower capital expenditure in the first half of this fiscal year, the government is poised to ramp up spending in the coming half, supporting
demand and crowding in private investments. A significant uptick in government spending is expected in the second half of this fiscal
year to meet budgetary targets, which may provide additional support to the economy and boost investment by crowding in private
investments.
Potential risks
• Inflation concerns and monetary policy: Inflation has been above India’s central bank’s comfort zone in recent months, prompting the
Reserve Bank of India to maintain policy rates for the eleventh consecutive bimonthly review in December, despite modest GDP growth
in the first half of this fiscal year. Core inflation—which is below the central bank’s target—has also been inching upward, a trend that
could potentially spiral up inflationary expectations and dampen consumer spending.
• Global trade disruptions: Policy changes in industrialized nations could potentially alter supply chains and trade regulations,
potentially affecting global trade dynamics and reducing demand for Indian exports.7
India’s near-term outlook
We now expect India to grow between 6.5% and 6.8% in
fiscal year 2024 to 2025, in our baseline scenario. Although
admittedly lower than previously estimated, because of a
slower first half of the year, we expect strong domestic
demand in the second half, driven by a significant uptick in
government spending).
This will be followed by growth between 6.7% and 7.3% in
fiscal year 2025 to 2026, with significant downside risks
(hence a wider range; figure 1). India’s growth projections
in the subsequent year will likely be tied to broader global
trends, including rising geopolitical uncertainties and a
delayed synchronous recovery in the West than anticipated.
Disruptions to global trade and supply chain due to
intensifying geopolitical uncertainties will also affect
demand for exports. Despite these challenges, we will
continue to see the difference between actual GDP and no–
COVID-19 levels progressively narrowing as growth picks
up pace (for more on our baseline and pessimistic scenario
assumptions.
Inflation concerns are back, but with strong agricultural
output and proactive government interventions improving
the food supply chain, inflation may remain range-bound,
although above the RBI’s comfort level. Inflation may ease
early next fiscal year, and we expect inflation to slowly
revert to the central bank’s target of 4% from early next
year and remain within range over the forecast period
deloitte.com
97The structural growth outlook for India’s economy
remains very much intact, with various signs
indicating that the slowdown in 2024 will be
transitory. We expect the growth momentum to
improve entering 2025, as government spending
picks up again and consumer sentiment stays
resilient. This should enable better earnings
growth, amid an improving economic backdrop
that may also find support from favourable
monetary and fiscal policies. We believe India will
continue to stand out as the fastest-growing major
economy globally in the coming years. In this
environment, the premiumization of consumption
remains a high-conviction theme for Franklin
Templeton Emerging Markets Equity (FTEME).
We also stay positive on India’s vibrant digital
economy and its beneficiaries, as well as the
structural growth potential in the health care sector.
Temporary slowdown, but recovery in place India’s economic growth slowed in 2024, with gross domestic product
(GDP) year-on-year growth of just 5.4% in the fiscal second quarter (July-September), the lowest in seven quarters. As
a result, growth for the full fiscal year ending March 2025 will likely be 6.6%,1 moderating from 8.2% from a year
earlier, based on Reserve Bank of India (RBI) forecasts. We believe this slowdown is temporary, with deferred
government spending in a general election year the primary cause. Heavy monsoon rainfall during the summer also
proved disruptive to economic activities. In our view, several high frequency datapoints are showing improving
underlying conditions for a recovery in growth:
Government spending is picking up: Government cash balance—a major indicator for government spending—dropped
to a deficit of INR458 billion (US$5.4 billion) in the first week of December.
2 This figure has been on a downtrend since September, suggesting that the government is gradually ramping up its
spending on priority initiatives, particularly infrastructure and rural development. Importantly, a pickup in government
spending and activities should synergize capital expenditure (capex) growth in the private sector. For instance, we may
see faster approvals for construction and engineering projects, bolstering company confidence to invest and hire more
actively.
98Domestic demand remains healthy: Private consumption is a major driver for India’s economy, and it is showing stronger
growth momentum in the second half of this year. Consumer sentiment also remains resilient and year-ahead optimism
has held firm, indicating a post-election recovery. Consumption growth should find further support if inflation cools in
2025. The Consumer Price Index (CPI) inflation rate will moderate from 5.7% in the October-December quarter of 2024
to 4% in the July-September quarter of 2025, based on RBI forecasts.
3. The resumption of government spending, private sector capex growth and the resilience of domestic consumption,
among other factors, may help India’s economy return to normalcy in 2025. As growth accelerates again, the stage is
set for earnings recovery.
franklintempleton.com
Road Ahead
India’s economy grew by 6.2% in Q3 FY25. Signs of recovery are now visible, with growth expected to rise to 7.6% in
Q4 FY25—indicating a possible turnaround in the coming months. 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.
India's economic story during the first half of FY24 highlighted the unwavering support the government gave to its
capital expenditure, which, in FY24, stood 37.4% higher than the same period last year. In the Union Budget of FY26,
capital expenditure took lead by steeply increasing the capital expenditure outlay by 10.0 % to Rs. 11.21 lakh crore
(US$ 131.42 billion) over Rs. 10.18 lakh crore (US$ 119.34 billion) in FY25. Stronger revenue generation because of
improved tax compliance, increased profitability of the company, and increasing economic activity also contributed to
rising capital spending levels.
India’s total exports of goods and services rose by 5.5% to a record Rs. 69.8 lakh crore (US$ 820.9 billion) in FY25,
compared to Rs. 65.8 lakh crore (US$ 773.0 billion) in FY24.
With a reduction in port congestion, supply networks are being restored. With a proactive set of administrative actions
by the government, flexible monetary policy, and a softening of global commodity prices and supply-chain bottlenecks,
99inflationary pressures in India look to be on the decline overall.
Source: https://www.ibef.org/economy/indian-economy-overview
IT & BPM INDUSTRY
The global information technology (IT) market size was USD 11681.64 billion in 2024 and the market is projected to
touch USD 29886.75 billion by 2033 at a CAGR of 11.0% during the forecast period from 2025 to 2033.
The market is experiencing significant growth, driven by key factors. A primary catalyst is the growing demand for
digital solutions and technologies across industries. This heightened need has led to market expansion, with IT services
playing a pivotal role in enabling businesses to adapt to the digital age. Leading industry players are investing in
innovative IT solutions and services to meet the evolving requirements of organizations, bolstering the market's positive
trajectory.
Furthermore, the market is undergoing a transformation due to technological advancements. Innovations in IT
infrastructure, cloud computing, and cybersecurity are driving market growth. Businesses increasingly prioritize
digitalization, data security, and remote work capabilities, leading to the adoption of advanced IT solutions that enhance
productivity and competitiveness. As technology standards evolve and the importance of efficient digital transformation
becomes paramount, the market's expansion continues to be fuelled by the adoption of state-of-the-art IT solutions
100COVID-19 IMPACT: MARKET GROWTH BOOSTED BY COVID-19 DUE TO INCREASED DEMANDS
The global COVID-19 pandemic has been unprecedented and staggering, with the market experiencing higher-than-
anticipated demand across all regions compared to pre-pandemic levels. The market growth reflected by the rise in CAGR
is attributable to market’s growth and demand continuing to maintain levels similar to pre-pandemic period.
The COVID-19 pandemic had a mixed impact on the market, with a predominantly positive outcome. While the
pandemic initially disrupted supply chains and led to project delays, it subsequently accelerated the adoption of digital
solutions and remote work technologies. The increased demand for IT services, cloud computing, and cybersecurity
solutions contributed to positive growth within the information technology sector. Additionally, the pandemic
highlighted the importance of IT infrastructure and digital transformation, resulting in greater investments and
opportunities in the market. In conclusion, the overall impact of COVID-19 on the global IT market was positive, albeit
with some initial challenges.
LATEST TRENDS
A prominent trend in the market is the widespread adoption of edge computing. Edge computing brings data processing
closer to the source, reducing latency and enhancing real-time decision-making. With the growing number of Internet of
Things (IoT) devices and the need for faster data analysis, businesses are increasingly incorporating edge computing
solutions into their IT infrastructure. This trend reflects the demand for more efficient and responsive data processing,
marking a significant advancement in the IT market.
Information Technology Market Segmentation
• By Type:
Based on type the market can be categorized into IT Services, computer hardware, telecom, software product, & others.
• By Application:
Based on application the market can be categorized into libraries, hospitals, banks, shops, prisons, hotels, airports, train
stations, & others.
DRIVING FACTORS
A primary driving factor in the information technology (IT) market growth is the widespread adoption of digital
transformation initiatives by businesses across various industries. The increasing need to modernize processes, improve
customer experiences, and stay competitive in the digital age has fueled significant demand for IT services and solutions.
As organizations seek to leverage technologies like cloud computing, artificial intelligence, and data analytics to enhance
efficiency and innovation, the IT market continues to grow, supported by the imperative of digital transformation.
Another driving force behind the market is the growing emphasis on cybersecurity. The escalating frequency and
sophistication of cyberattacks have raised awareness about the importance of robust cybersecurity measures.
Organizations are investing heavily in IT security solutions to protect their data and digital assets, driving the demand
for cybersecurity services, threat detection systems, and secure infrastructure. As cybersecurity remains a top priority,
the IT market expands to meet the increasing need for advanced security measures, marking a crucial driving factor.
RESTRAINING FACTORS
"Skills Shortage to Hinder Growth of the Market"
One significant restraining factor in the market is the shortage of skilled IT professionals. The rapid pace of technological
advancements demands a workforce with expertise in emerging technologies, cybersecurity, and data management.
However, there is a gap between the demand for specialized information technology skills and the availability of qualified
professionals. This talent shortage can lead to project delays, increased labour costs, and challenges in implementing
complex IT solutions. Despite the market's potential for growth, the skills gap poses a notable constraint on the IT
industry's development.
https://www.businessresearchinsights.com/market-reports/information-technology-it-market-108885
101Indian Industry
Introduction
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, as of FY23
and is projected to hit 10% by FY25.
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 39th position in the 2024 edition of the Global Innovation Index (GII)
Source:https://www.statista.com/statistics/320776/contribution-of-indian-it-industry-to-india-s-gdp/
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. By 2025, the Indian software product industry is projected to hit Rs. 8,68,700 crore
(US$ 100 billion) as companies seek to expand globally.
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
102total 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.
By 2026, the increased use of cloud technology could create 14 million jobs and contribute Rs. 33,01,060 crore (US$
380 billion) to India’s GDP.
Source:https://uja.in/blog/market-reports/it-and-bpm-industry-in-india/
Investments/ Developments
• Indian IT's core competencies and strengths have attracted significant investment from major countries and
companies.
• Hyderabad, known for its prominence in the IT sector, achieved exports worth Rs. 2.68 lakh crore (US$ 32.2
billion) in FY24, with a workforce of 9.46 lakh employees. This represents a YoY growth of 11.2%.
• Direct employment in the IT services and BPO/ITeS segment was estimated to reach 5.4 million in FY23 with
an addition of 290,000 people.
• 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%.
• Announced in January 2025, Reliance Industries is set to build the world’s largest data center in Jamnagar,
Gujarat, marking a major step in its entry into India's Artificial Intelligence (AI) sector.
• In January 2025, TCS approved the Rs. 1,625 crore (US$ 187.1 million) acquisition of TRIL Bengaluru Real
Estate Five & Six Ltd. to develop delivery centers, acquiring 100% equity in one year.
• In December 2024, TCS has expanded its partnership with Bank of Baroda, India’s second largest public sector
bank, to continue to implement an end-to-end financial inclusion solution over the next five years.
• In November 2024, TCS Partners With IIT KGP to Launch Advanced Research Center for Innovation in Digital
Health, Robotics & Intelligent Systems
• In November 2022, ICICI Bank introduced two new products for its NRI clients - Loan against Deposits (LAD)
and Dollar Bonds, at its branch in GIFT City.
103• 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.
• HDFC Bank partnered with Flywire to enable their customers to make fee payments digitally to overseas colleges
and universities.
• In August 2022, Network People Services Technologies (NPST) announced that it was working on a banking
super app. The high-end platform can be used by banks, fintech companies, and other BFSI players, and it will
offer a seamless user experience with all banking, financial, and transactional services combined into a robust,
smart app.
• In August 2022, PwC India announced that it was planning to hire 10,000 employees in the cloud and digital
technologies space over the next five years.
• In October 2022, PE/VC investments in the technology sector stood at US$ 157 million across 12 deals.
• The computer software and hardware sector in India attracted cumulative foreign direct investment (FDI) inflows
worth US$ 87.46 billion between April 2000-September 2024. The sector ranked second in FDI inflows as per
the data released by Department for Promotion of Industry and Internal Trade (DPIIT). Computer software and
hardware make up 15.11% of the cumulative FDI equity inflows.
• In July 2022, the Union Bank of India (UBI) launched a Metaverse Virtual Lounge and Open Banking Sandbox
environment in partnership with Tech Mahindra.
• 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.
• In June 2022, Redington India, an IT provider, entered into a multi-year strategic agreement with Amazon Web
Services (AWS) to drive cloud technology adoption in India.
• 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.
• In 2021, PE investments in the IT sector stood at US$ 23.4 billion.
• India’s IT startup ecosystem received record investments of nearly US$ 36 billion in privately held companies
in 2021, up from US$ 11 billion in 2020.
• In March 2022, Licious, India’s largest tech-first, fresh animal protein brand, raised US$ 150 million in a Series
F2 funding round.
• In March 2022, Byju’s raised US$ 800 million in funding as part of a pre-IPO round, which values the Bengaluru-
based company at about US$ 22 billion.
• In March 2022, debt marketplace CredAvenue raised US$ 137 million in a funding round led by Insight Partners,
B Capital Group and Dragoneer Investment Group, which propelled the startup’s valuation to US$ 1.3 billion.
• In February 2022, Hasura, a software company which helps developers with tools, raised US$ 100 million in a
fresh funding round led by Greenoaks Capital, which elevated the company into a unicorn.
104• In January 2022, Google announced plans to invest US$ 1 billion in India’s Bharti Airtel Ltd. to push India's
digital ecosystem.
• Amazon partnered with Airtel to sell Amazon Web Services (AWS) to its customers and intends to inject US$
1.6 billion into their two upcoming data centres in Hyderabad.
Government Initiatives
Some of the major initiatives taken by the government to promote the IT and ITeS sector in India are as follows:
• The Union Budget 2024-25, presented by Finance Minister Nirmala Sitharaman on July 23, 2024, proposes an
allocation of Rs. 1,16,342 crore (US$ 13.98 billion) for IT and Telecom sectors.
• In March 2024, The Cabinet approved an allocation of over Rs. 10,300 crore (US$ 1.2 billion) for the IndiaAI
Mission, marking a significant step towards bolstering India’s AI ecosystem.
• The government prioritizes cybersecurity, hyper-scale computing, AI, and blockchain. With data costs at Rs.
10/GB ($0.12/GB), India ranks among the world's cheapest.
• Cabinet approved PLI Scheme – 2.0 for IT Hardware with a budgetary outlay of Rs. 17,000 crore (US$ 2.06
billion).
• In September 2022, the new Telecommunications Bill 2022 was published for public consultation by the Ministry
of Communications as a move toward creating a new telecom framework in India.
• In August 2022, the Indian Computer Emergency Response Team (CERT-In), in collaboration with the Cyber
Security Agency of Singapore (CSA), successfully planned and carried out the "Synergy" Cyber Security
Exercise for 13 countries to build network resilience against ransomware attacks.
• In June 2022, STPI Director General Mr. Arvind Kumar stated that exports through STPI units have increased
from Rs. 17 crore (US$ 2.14 million) in 1992 to Rs. 5.69 lakh crore (US$ 71.65 billion) in 2022.
• In May 2022, it was announced that Indians can now avail of their DigiLocker services through WhatsApp to
get easy access to their official documents.
• In April 2022, the Indian Computer Emergency Response Team (CERT-In) issued Directions to strengthen
cybersecurity in the country.
• The government introduced the STP Scheme, which is a 100% export-oriented scheme for the development and
export of computer software, including the export of professional services using communication links or physical
media.
• In November 2021, the government launched the Internet Exchange in Uttarakhand to enhance the quality of
internet services in the state.
• The Karnataka government signed three MoUs worth Rs. 100.52 crore (US$ 13.4 million) to help the state's
emerging technology sector.
• In September 2021, the Indian government announced a plan to build a cyber-lab for the ‘Online Capacity
Building Programme on Crime Investigation, Cyber Law, and Digital Forensics’ to strengthen cyber security
capabilities.
• In September 2021, the Ministry of Electronics, and Information Technology (MeitY) organised a workshop
under the theme of ‘Connecting all Indians’ to promote public and private stakeholders’ interest in the country
and expand internet access to remote areas.
105• In September 2021, the Indian government launched the Meghalaya Enterprise Architecture Project (MeghEA)
to boost service delivery and governance in the state by leveraging digital technologies, to make Meghalaya a
high-income state by 2030.
• In September 2021, the Indian government launched Phase II of the Visvesvaraya PhD Scheme to encourage
research in 42 emerging technologies in Information Technology (IT), Electronics System Design &
Manufacturing (ESDM) and Information Technology-Enabled Services (ITES).
• In September 2021, the Indian government inaugurated five National Institute of Electronics & Information
Technology (NIELIT) Centres in three Northeastern states to boost the availability of training centres and
employment opportunities.
• On July 2, 2021, the Ministry of Heavy Industries and Public Enterprises launched six technology innovation
platforms to develop technologies for globally competitive manufacturing in India. The six technology platforms
have been developed by IIT Madras, Central Manufacturing Technology Institute (CMTI), International Centre
for Automotive Technology (iCAT), Automotive Research Association of India (ARAI), BHEL, and HMT, in
association with IISc Bangalore.
The Department of Telecom, Government of India and Ministry of Communications, Government of Japan, signed an
MoU to enhance cooperation in areas of 5G technologies, telecom security and submarine optical fibre cable systems.
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
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106BUSINESS OVERVIEW
Some of the information contained 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 the section “Forward-Looking
Statements” for a discussion of the risks and uncertainties related to those statements and also the section “Risk Factors”
for a discussion of certain factors that may affect our business, financial condition or results of operations. Our actual results
may differ materially from those expressed in or implied by these forward-looking statements. Our fiscal year ends on March
31 of each year, so all references to a particular fiscal are to the Twelve-month period ended March 31 of that year.
In this section, a reference to the “Company” or “we”, “us” or “our” means Ace Alpha Tech Limited. All financial
information included herein is based on our “Financial information of our company” included on page 158 of this Prospectus.
Overview
Our Company was incorporated as a Private Limited Company with the name of “DM Prime Square Research & Analytics
Private Limited” under the Companies Act, 1956 vide certificate of incorporation dated October 08, 2012, issued by Registrar
of Companies, Delhi, bearing CIN U74140DL2012PTC243246. Further, our Company name changed in pursuance of a
special resolution passed by the members of our Company at the Extra-Ordinary General Meeting held on 13th March, 2024
and the name of our Company was changed from “DM Prime Square Research & Analytics Private Limited” to “Ace Alpha
Tech Private Limited” & Registrar of Companies, Delhi has issued a new certificate of incorporation pursuant to change of
name dated 17th May, 2024.
Further, our Company was converted into a Public Limited Company in pursuance of a special resolution passed by the
members of our Company at the Extra-Ordinary General Meeting held on 25th May, 2024 and the name of our Company
changed from “Ace Alpha Tech Private Limited” to “Ace Alpha Tech Limited” & Registrar of Companies, Delhi has issued
a new certificate of incorporation consequent upon conversion to public company dated 12th September, 2024.
Our registered office is situated at A/28 First Floor, Jhilmil Industrial Area Shahdara, East Delhi-110095 and Corporate office
is situated at A-39, 2nd Floor, Sector 64 Noida, Gautam Buddh Nagar, Uttar Pradesh – 201301.
We, Ace Alpha Tech Limited are serving financial industry with our comprehensive suite of trading solutions catering to all
types of clients, ranging from institutional investors to retail traders via brokers. Our institutional-grade trading strategies on
existing setup, sophisticated integration with order management systems of prop desks, and consultancy for direct market
access capabilities ensure seamless and efficient trading experiences for our clients, minimizing risk exposure and optimizing
execution practices.
We provide customized trading solutions in which we use advanced, institutional-grade algorithms that work as a front-end
layer over existing order management systems/ RMS which are connected with stock exchanges. Our solutions also enable
clients to work on simulated environment of their own platform for back testing their solutions. These customized solutions
enable clients to execute their trading strategies automatically and without manual intervention, offering enhanced efficiency
and performance, backed by robust risk management tools. Since these strategies are back tested and checked on simulated
environment they ensure the safety and smooth operation of trading activities. Our user management and risk management
system further streamline operations, automating processes like user onboarding, access management, and ongoing risk
monitoring. This comprehensive approach not only enhances operational efficiency but also ensures security and compliance
across businesses of all sizes.
Additionally, our trading solution caters to high-volume traders, offering advanced electronic trading solutions, low-risk
strategies, and organized management tools. With algorithmic trading capabilities, risk management features, and
comprehensive market analysis tools, our Proprietary Trading System empowers traders to execute trades efficiently and
optimize their strategies for maximum returns on their current setup. Coupled with custom trading solutions tailored to specific
business requirements and market coverage across various sectors, we provide clients with scalable and adaptable solutions
that drive success in the dynamic financial landscape. We provide various solutions to our clients including set up for
institutional trading, B2B Retail Trading, User Management, Proprietary Trading solutions and custom trading. Along with
this, we ensure the redressal of client issues our support system and provide end to end solutions.
Our clients use our company’s services to validate their ideas by asking our team to create a front end which is capable of
simulation their trading strategy ideas in their own environment. Our team also enables back testing of these strategies in client
environment and consult in order to optimize their variables based on outcomes. Our company’s background of working with
front end gives clients simplified solutions to check impact of any change in strategy to the end outcome.
107SUMMARY OF RESTATED FINANCIAL STATEMENT
Restated Financials
(Rs. in Lakhs)
As at December 31 As at 31st March
Particulars
2024 2024 2023 2022
Total Share 1,401.02 1.08
1.00 1.00
Capital
Total Net Worth 3,057.15 2,210.36 376.85 44.53
Total Income 1,271.31 1,535.38 494.02 36.16
Profit After Tax 846.79 1,065.40 332.31 13.45
Earnings Per
Share (Basis & Rs. 6.04/share Rs. 7.94/share Rs. 2.56/share Rs. 0.10/share
Diluted)
Net Asset Value Rs. 20,462.55/share
Rs. 21.82/share Rs. 3,768.47/share Rs. 445.34/share
per equity share
Total Borrowings NA NA NA NA
OUR PROMOTER
Mr. Gaurav Sharma, aged 36 years is Chairman, Managing Director, Chief Financial Officer, and also the Promoter of our
Company. He was re-designated on the Board on March 30, 2024 as the Chairman, Managing Director & Chief Financial
Officer of the Company for a period of 5 years. He holds a Master of Science in International Finance from the University
of Westminster, where he graduated with distinction in October 2010. This academic background has equipped him with the
necessary theoretical framework to excel in the dynamic world of finance. With a total experience of 13 years, Gaurav Sharma
brings a wealth of knowledge and expertise to the table. Throughout his career, he has demonstrated a deep understanding of
international finance and business operations. He is a seasoned professional with a strong foundation in international finance.
His academic achievements, coupled with over a decade of hands-on experience, reflect his dedication to continuous learning
and professional development. Gaurav's strategic vision and leadership skills have played a pivotal role in driving the success
of the company.
Corporate Promoter
Arika Securities Private Limited (“Arika Securities”)
As on the date of this Prospectus, Mr. Gaurav Sharma and Arika Securities Private Limited Promoters collectively hold an
aggregate of 78,18,316 Equity Shares which constitute 55.80% of the issued, subscribed and paid-up pre-issue Equity Share capital
of our Company. Our Promoters and Promoter Group will continue to hold the majority of our post- Issue paid-up equity share
capital of our Company
KEY SERVICES
The Company's businesses has business segments as follows:
108Details About the Key Services:
o Institutional Trading:
Institutional trading services provide comprehensive algorithms, automated and semi-automated strategies, and other tools
specifically designed for institutional clients. These tools are tailored to optimize trading strategies and manage risk
effectively. On the top of Brokers existing OMS/RMS Institutional traders can leverage these advanced features to execute
large order volumes efficiently, minimize market impact, and achieve best execution.
o B2B Retail Trading:
The retail trading services offer a system with Financial Information exchange Admin (as defined by ISO standards) and
cloud-based applications tailored for the trading. These tools are designed to prevent fraud, assess risk effectively, and
provide a secure and reliable trading environment for clients of brokers. The risk monitoring employs advanced algorithms
and techniques to identify potential risks, monitor trading activities on single dashboard, and ensure compliance with
regulatory requirements. The cloud-based applications provide real-time risk assessment and fraud prevention measures,
ensuring a seamless and secure trading experience for retail traders.
o User Management:
The user management is a smart and comprehensive solution designed to reduce operational efforts and mitigate risks for
businesses of all sizes. This system streamlines user onboarding, access management, and risk monitoring processes,
allowing businesses to efficiently manage their user base while maintaining a high level of security and compliance. The
risk management features employ advanced analytics and real-time monitoring to identify potential risks, enabling
businesses to take proactive measures and mitigate potential threats.
o Proprietary Trading:
The proprietary trading system offers electronic trading solutions, low-risk strategies, and organized management tools
specifically designed for proprietary traders. This system provides advanced trading capabilities, including algorithmic
trading strategies, risk management tools, and portfolio management solutions. Proprietary traders can leverage these
features along with their OMS/RMS to execute trades efficiently, manage risk effectively, and optimize their trading
strategies. The system also includes tools for monitoring market conditions, conducting backtesting, and analyzing
performance metrics.
o Custom Trading/Simulation solutions:
The custom trading services offer tailored trading systems built specifically for businesses with unique requirements. These
systems are designed to accommodate specific trading strategies, integrate with existing systems through APIs, and provide
customized features and functionalities. The custom trading solutions are built in close collaboration with clients, ensuring
that their specific needs and requirements are met. This approach allows businesses to implement trading systems that align
with their unique workflows, risk management practices, and operational processes. These solutions usually require to client
also test their strategy once in simulation also on their own environment.
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109BUSINESS MODELS
•Charging licensing fees for proprietary trading systems and other
Licensing Fees specialized software
•Offering premium consultation services for clients seeking
Consultation Services personalized trading and risk management solutions
•Providing ongoing support, updates and maintenance services for a fee
Technology Support and Annual
Maintenance
•Generating revenue by charging fees for building and customizing
Customization Fees trading systems as per clients’ specific needs
CHANNELS
Direct
Employing a direct sales team to reach out to potential clients and offer
sales personalizedsolutionsbasedontheirneeds.
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110BUSINESS PROCESS
1. Customer Centric Approach: The company adopts a customer-centric approach, focusing on understanding and
meeting the needs of its clients for trading solutions.
2. Understanding Customer Needs: The company gathers insights and requirements from its customers to comprehend
their specific needs in trading platforms, execution algorithms, risk management, and other trading-related areas. . The
customers have to deal with multiple vendors for their specific business needs. However, we provide them solutions
which combine all vendors on single dashboard making it convenient for client to execute business plan.
3. Suitable Product or Service is decided: Based on the understanding of customer needs, the company determines the
appropriate trading solutions, products, or services to develop and offer.
4. Meeting with Development Team: The company holds meetings with its development team to discuss and plan the
implementation of the identified trading solutions, ensuring alignment between customer requirements and the
development process.
5. Product Testing on Simulation: Before launching the trading solutions, the company conducts thorough testing and
simulations to ensure the reliability and performance of the products or services.
6. Product/Service is delivered or continuous service is given: Once the testing is completed successfully, the company
delivers the final trading solutions to its customers or provides continuous services, such as platform access, support, and
updates.
7. Charges are decided based on the Product/Software: The company determines the pricing or fee structure for its
111trading solutions based on the specific products, software, or services offered, taking into account factors like
functionality, complexity, and market demand.
8. Time and Expertise involved/Back testing : In setting expectations and costs, the company considers the time and
expertise required for the development and ongoing support of its trading solutions, ensuring that it can deliver quality
products and services. We also guide our clients in optimizing their product basis on outcome on simulation.
REVENUE MODEL OF OUR COMPANY
Ace Alpha Tech Limited operates in a sustainable revenue model that is designed to ensure consistent revenue generation,
profitability, and scalability. The model reflects our Company’s focus on delivering end-to-end trading technology
solutions, custom software development, and robust infrastructure support to a wide spectrum of clients across the financial
services ecosystem, including institutional investors, proprietary trading desks, brokers, and retail trading platforms.
1. Software Licensing Fees
Our Company generates a portion of its revenue through licensing its customized front end for trading platforms, risk
management systems along with a suite of institutional services. These services include designing advanced algorithms to
help institutional clients trade more efficiently and manage risk effectively. Rather than replacing existing systems, the
Company’s solutions work alongside clients’ current OMS and RMS setups provided by their brokers. Our software
solutions are customized to meet client-specific requirements and are deployed across client environments and work us
upgrade of existing infrastructure which gives it customization capabilities. Licensing fees are charged either on a
subscription (SaaS) basis or as one-time license fees with annual renewals depending on the client's operational model.
2. Customization Fee
Ace Alpha offers highly specialized development services, building front-end algorithmic layers, simulated back-testing
environments, and integration modules for clients or third-party OMS/RMS systems. This is one time fees for some client
specific requirements. Charges for these services are determined based on the complexity, functionality, development hours
involved, and the domain expertise required. This is a key revenue stream as clients prefer tailored solutions that address
specific trading requirements, operational models, and risk protocols.
3. Technology Support Services
The Company provides technology support services to clients for the design, optimization, and deployment of trading
strategies, risk parameters, and infrastructure planning and continuous optimization. These services also include assistance
in developing simulation environments, back-testing strategies, and optimizing trading algorithms. Consultation fees are
billed on an hourly/project basis, especially in cases involving high-frequency or institutional-level strategies. We work as
an extension of our client’s existing IT team and provide consultancy and operational capabilities.
4. Infrastructure Setup and Hardware Provisioning
As part of the Company's end-to-end trading ecosystem offering, Ace Alpha provisions and manages hardware
infrastructure including servers required for trading environments. Revenue is earned through hardware setup, provisioning,
and configuration, including the sale or lease of licensed servers. This model ensures seamless hardware-software
integration and reduces clients’ need to engage with multiple vendors.
5. Annual Maintenance
Clients subscribing to Ace Alpha’s platforms and infrastructure solutions are offered ongoing support, system upgrades,
and maintenance services. These services are provided under Annual Maintenance Contracts (AMC) which include
technical troubleshooting, software updates, strategy deployment support, and user training. Charges are levied annually or
as per custom SLAs defined with the client.
6. Platform Access and User Management Services
The Company monetizes user access and management features through its user-based pricing models. Clients are billed for
the creation, onboarding, and management of trading users, with fees depending on the number of users, access levels, and
security features enabled.
1127. High-Volume Trading and Proprietary Systems
For proprietary desks and high-frequency trading clients, Ace Alpha offers advanced electronic trading systems and
execution tools. The revenue from these systems includes platform licensing, strategy module integration, and optional
performance-based fees tied to usage levels, execution volumes, or successful deployments.
8. Integrated Dashboard & Vendor Aggregation
One of Ace Alpha’s key value propositions is its unified dashboard which integrates multiple vendor and technical services
such as OMS, RMS, market data feeds, and analytics tools for ease of analysis. Clients are charged a premium for this
integrated service offering, which enhances operational efficiency by centralizing access and control under a single
interface.
9. Direct Sales Model
Our Company follows a direct enterprise sales model where dedicated sales and marketing and client dealing team engages
with clients to understand needs and recommend appropriate solutions. This model allows for customized pricing ensuring
client retention and recurring revenue.
Key Strengths of the Revenue Model:
Pillar Value Proposition
Recurring Revenue Licensing, subscriptions, AMCs, and support contracts offer predictable income.
High-Margin Projects Custom development, integration, and consulting provide premium one-time income.
Scalable with Clients Infrastructure and platform usage grow with client business, increasing revenues.
Multi-Segment Applicability Serves institutional, proprietary, and retail segments—diversifying income sources.
Customer-Centric Approach Personalized solutions ensure long-term engagement and high retention rates.
OUR STRENGTHS
1. Customized Solutions: Ace Alpha provides a one-stop shop for trading, risk management, and investment needs.
This eliminates the necessity for clients to use multiple platforms separately, which can streamline their operations
and reduce complexity.
2. Diverse Customer Segments: The company caters to a wide range of clients, including institutions, proprietary
desks, and retail traders, which diversifies its revenue streams and reduces dependency on a single market segment.
3. Strong Revenue Model: The company has multiple revenue streams, including subscription models, licensing fees,
consultation services, and support and maintenance services. This diversified approach helps in ensuring steady
revenue growth.
4. Skilled Team and Resources: The company possesses a strong team of developers, support team and customer
support all of whom are essential in maintaining high standards of service, innovation & carter to any new clients
queries for enrolment purposes.
5. Future Growth Potential: The company is focused on continuous product expansion, global reach, and forming
strategic partnerships, which positions it well for future growth and market leadership.
6. Direct Sale: Employing a direct sale via management team to reach out to potential clients and offer personalized
solutions based on their needs.
7. Client Support: Customer support is provided to ensure that clients' queries and concerns are promptly addressed,
contributing to client satisfaction and loyalty. The team consists of tech development professionals with extensive
knowledge of the trading systems and the financial markets to support the clients. They are also available to assist
clients with technical issues, provide guidance on system configuration and optimization, and offer trading strategy
113consultations. The client support services are designed to ensure that clients can maximize the value of the trading
systems and achieve their desired trading.
8. End to end solution: Brokers engage directly with vendors for commercial deals related to OMS and RMS, while
outsourcing their IT package including hardware to Ace Alpha. This allows brokers to focus on commercial aspects,
leaving Ace Alpha to manage their entire IT package, including hardware and ongoing support. Ace Alpha provides
end-to-end solutions ensuring that brokers don’t have to deal with the technical complexities. This streamlines the
process and improves efficiency and service delivery.
OUR STRATEGIES
1. Expertise in information technology and the intricacies of derivatives
Having a deep understanding of both information technology and the intricacies of derivatives allows for the
development of advanced trading algorithms and risk management systems, optimizing decision-making processes
in the financial markets for our clients on their OMS/RMS.
2. Optimal Utilization of Resources
Our Company constantly endeavors to improve services offered. We have invested significant resources, and intend
to further invest in our activities to develop customized systems and processes to ensure effective management
control. This helps us in improving efficiency and putting resources to optimal use.
3. Improving operational efficiencies
We have experienced team of high calibers individuals, driven digitally with a common mission of consistent service
delivery to our customers. Honesty, transparency, and consistency are the underlying values in our relationship with
the clients to be trusted. Our Company aims to continue to improve ongoing operational effectiveness. We believe
that this can be done through continuous business process review and timely corrective measures in case of diversion
and technology up gradation with proper analytics base. As a result of these measures, our company will be able to
increase its market share and profitability.
4. To Build-Up a Professional Organization
We believe in transparency, commitment and coordination in our work, with our customers, government authorities,
banks etc. We have a blend of the experience and the sufficient staff for taking care of our day-to-day operations.
We also consult with external agencies on a case-to-case basis on technical and financial aspects of our business.
We will consistently put efforts of experienced employees to transform them into an outstanding team of empowered
professionals which will help in further accelerating the wheels of development of the Organization.
5. Expansion of Business
We intend to expand our geographical reach and enter the large domestic as well as global market for growth
opportunities of our business. We plan to deepen our presence in the existing market and expand our reach and
penetrate into the large available market by offering time and cost-efficient services and grab major market share.
Further, we have also mentioned in the chapter “Objects of the Issue” beginning on page no 71 that we will be
pursuing Unidentified Acquisition for further expansion of our business and setting up.
6. Leveraging our Market skills and Relationships
Our goal is to build long-term sustainable business relationships with our customers to generate increasing revenues.
We plan to continue to expand the scope by continuing to build our expertise and extending our capabilities.
Leveraging our market skills and relationships is a continuous process in our organization and the skills that we
impart in our people give excellence to customers. We aim to do this by leveraging our marketing skills and
114relationships and further enhancing customer base. Our ability to maintain and improve the services we offer to
customers enables us to generate stable revenue and minimize customer complaints. We now focus on upgrading
the experience of customer to one of much greater engagement and satisfaction.
SWOT ANALYSIS OF OUR COMPANY
STRENGTHS:
1. Comprehensive Service Offerings: A wide range of services tailored for different market segments (institutions,
proprietary desks, brokers) creates a one-stop solution for clients, reducing their need to use multiple platforms.
2. Client-Centric Approach: Personalized services and customer support enhance client satisfaction and loyalty, helping
to build long-term relationships.
WEAKNESSES:
1. High Development Costs: Significant investments in technology infrastructure and continuous system improvements
can be resource-intensive, impacting profitability.
2. Complex Sales Process: Direct sales to institutions and proprietary desks require highly skilled professionals and
longer sales cycles, which could slow down market penetration.
3. Scalability: The company in order to grow further from current levels would need to invest in human resource,
technology and hardware which could impact its profitability.
OPPORTUNITIES:
1. Global Expansion: Entering new international markets could significantly increase the client base and revenue
streams, especially in emerging markets with growing financial sectors.
2. Product Diversification: Expanding and enhancing the service portfolio, such as introducing new tools or features,
could address evolving market demands and attract new clients.
3. Education and Training: Offering educational resources and training programs could empower clients, enhance
system utilization, and differentiate our company from competitors.
THREATS:
1. Intense Competition: The financial technology sector is highly competitive, with numerous established players and
startups offering similar services, which could lead to pricing pressures and reduced margins. The company is currently
catering to limited set off customers which require customization – however if the company has to grow further it
would need to standardize its product portfolio which could impact its margin.
2. Regulatory Risks: Changes in financial regulations across different regions could impact our operations and
necessitate costly adjustments to the platform.
3. Technological Disruptions: Rapid advancements in technology could require constant innovation and adaptation,
posing a challenge to stay ahead of competitors.
4. Economic Downturns: Economic instability or market downturns could reduce trading activities and client
investments, negatively affecting our revenue.
CLIENTELE
Our clientele comprises a diverse range of market participants who have trusted our solutions for their trading needs. Over
the years, we have earned the appreciation of several active and demanding segments of the financial ecosystem for our
customized and performance-driven approach. Reflecting this broad trust and experience, we have served in the following
areas:
• Proprietary Desks: Independent trading desks and firms seeking efficient trading strategies and risk mitigation tools
to enhance their market performance.
• Institutional Clients: This segment includes asset management firms and hedge funds that require robust trading and
risk management solutions to handle large volumes and complex portfolios.
115• High Net worth Individuals: These are individuals who have a significant amount of wealth and financial assets and
that requires the technology to enhance the informed decision making and investment ideas.
• Stock Brokers and other institutions: Brokers that need a stable and fast platform for execution of trades without any
delays or disruptions. Those who are looking for platforms that have a proven track record of uptime and minimal server
issues.
The following table illustrates the concentration of our revenues among our top customers:
(Rs. in Lakhs)
For the period ended For the period ended For the period ended For the period ended
Particular December 31, 2024 March 31, 2024 March 31, 2023 March 31, 2022
Revenue In % Revenue In % Revenue In % Revenue In %
Top 5
724.74 62% 646.09 43% 439.85 90% 27.00 84%
customers
Top 10
951.24 82% 990.63 67% 483.00 99% 32.00 100%
customers
Note: We have not given the names of our clients/ customers due to confidentiality clause.
CUSTOMER WISE REVENUE DISTRIBUTION
(Rs. in Lakhs)
December 31, 2024
March 31, 2024 March 31, 2023 March 31, 2022
Particular
Revenue In % Revenue In % Revenue In % Revenue In %
CUSTOMER 1
225.00 19.5% 206.78 13.90% 40.00 8.18% - -
CUSTOMER 2
150.00 13.0% - - 206.69 42.25% - -
CUSTOMER 3
149.49 13.0% 108.81 7.32% 72.37 14.79% - -
CUSTOMER 4
112.50 9.7% 125.00 8.41% - - 17.00 53.13%
CUSTOMER 5
87.75 7.6% 105.50 7.09% - - - -
CUSTOMER 6 67.25 5.8% 100.00 6.72% - - - -
CUSTOMER 7
50.00 4.3% 0.95 0.06% 86.38 17.65% - -
CUSTOMER 8
50.00 4.3% 82.60 5.55% - - - -
CUSTOMER 9
30.00 2.6% 75.00 5.04% - - - -
CUSTOMER 10
29.25 2.5% 75.00 5.04% - - - -
OTHER
CUSTOMERS 202.99 17.6% 607.47 40.85% 83.82 17.13% 15.00 46.87%
Total
1154.23 100% 1487.12 100% 489.26 100% 32.00 100%
This has been certified by M/S. KRA & Company, Chartered Accountants, by their certificate dated May 23, 2025 having
UDIN: 25503150BMJBZP7602
SEGMENT WISE REVENUE DISTRIBUTION
(Rs. in Lakhs)
December 31, 2024 March 31, 2024 March 31, 2023 March 31, 2022
Particular
Revenue In % Revenue In % Revenue In % Revenue In %
Customization
Fees
471.89 40.88%
646.88 43.50% 149.66 30.59% 32.00 100%
Consultation
Services
175.00 15.16%
369.51 24.85% 174.69 35.71% - -
116Technology Support
365.50 31.67%
and Annual 349.82 23.52% 160.91 32.89% - -
Maintenance
Licensing Fee 141.84 12.29% 120.91 8.13% 4.00 0.82% - -
Total 1154.23 100.00% 1487.12 100% 489.26 100% 32.00 100%
This has been certified by M/S. KRA & Company, Chartered Accountants, by their certificate dated May 23, 2025 having
UDIN: 25503150BMJBZP7602
OUR LOCATION
Registered Office A/28 First Floor, Jhilmil Industrial Area Shahdara, East Delhi-110095
Corporate Office A-39, 2nd Floor, Sector 64 Noida, Gautam Buddh Nagar, Uttar Pradesh – 201301
1st Floor, A wing, Eden Garden, Mahavir Nagar, Kandivali West, Mumbai
Branch Office
Maharshatra 400067
COLLABORATIONS
Except as disclosed in this Prospectus, we do not have any Collaboration/Tie Ups/ Joint Ventures as on date of Prospectus.
EXPORT AND EXPORT OBLIGATION
Our Company doesn’t have any export obligation, as we are not exporting any material.
OUR GEOGRAPHICAL DISTRIBUTION
(Rs. in Lakhs)
December 31, 2024 March 31, 2024 March 31, 2023 March 31, 2022
% to the % to the % to the % to the
State revenue revenue revenue revenue
Revenue Revenue Revenue Revenue
from from from from
operation operation operation operation
Delhi 501.51 43.45% 656.52 44.15% 356.46 72.86% 2.50 7.81%
Uttar Pradesh 342.59 29.68% 401.86 27.02% 10.00 2.04% 27.00 84.38%
Maharashtra 150.00 13.00% 135.45 9.11% - - - -
Rajasthan 2.75 0.24% 105.50 7.09% - - - -
Gujarat 117.38 10.17% 82.14 5.52% 17.36 3.55% - -
West Bengal - - 1.48 0.10% 87.65 17.91% - -
Punjab - - 63.70 4.28% - - -
Haryana 40.00 3.47% 40.25 2.71% 17.80 3.64% 2.5 7.81%
Export - - 0.21 0.01% - - -
Total 1154.23 100% 1487.12 100% 489.258 100% 32 100%
This has been certified by M/S. KRA & Company, Chartered Accountants, by their certificate dated May 23, 2025 having
UDIN: 25503150BMJBZP7602
RAW MATERIAL, UTILITIES AND INFRASTRUCTURE FACILITIES
Our registered office is situated at A/28 First Floor, Jhilmil Industrial Area Shahdara, East Delhi-110095 and our Corporate
office situated at A-39, 2nd Floor, Sector 64 Noida, Gautam Buddh Nagar, Uttar Pradesh – 201301 is well equipped with
computer systems, internet connectivity, other communication equipment, security and other facilities, which are required
for our business operations to function smoothly.
Power
117The company does not require much power except the normal requirement of the office of the Company and for lighting,
Systems running etc. Adequate power is available for office from local authority.
Water
Water is required for human consumption at office and adequate water sources are available from municipal water supply.
The requirements are fully met at the existing premises.
HUMAN RESOURCES
Our Company believe that our employees are key contributors to our business success and its ability to maintain growth
depends to a large extent on our strength in attracting, training, motivating and retaining employees. We focus on attracting
and retaining the best possible talent. Our Company looks for specific skill-sets, interests and background that would be
an asset for its kind of business.
Our manpower is a prudent mix of the experienced and youth which gives us the dual advantage of stability and growth. Our
work processes and skilled resources together with our strong management team have enabled us to successfully implement
our growth plans.
Our company has 26 employees as on 04 June, 2025.
S. No. Particulars Number of
Employees
1. Management 1
2. Finance and Accounts 3
3. Administration 1
4. Tech and development 11
5. Legal & secretarial 2
6. HR 2
7. Marketing and client dealing 6
TOTAL 26
COMPETITION
We operate in a competitive atmosphere. Some of our competitors may have greater resources than those available to us.
While product quality, brand value, distribution network, etc. are key factors in client decisions among competitors, however,
price is the deciding factor in most cases. Among listed Companies, we face competition from 63 Moons Technologies Ltd.
We compete against our competitors by effectively ensuring consistent product quality and timely services at competitive
prices. No such consignments are accepted which are beyond our control and the best part is the only thing we know is how
make Sheets and granules.
INSURANCE
The operation of our business is subject to various risks, such as adverse weather conditions, or any infectious diseases may
arise in the near future. All of these represent threat to our operation of the business. We believe that our current level of
insurance is adequate for our business and consistent with industry practice. We may not be able to obtain insurance coverage
in the future to cover all risks inherent in our business, or insurance, if available, may be at rates that we do not consider to be
commercially reasonable.
Our Company has taken following insurance policies against any damage or loss:
(Amount in Lakhs)
118S. No Insurer Type of Policy Description Validity Sum
policy Number/ Period Insured
Quotation of insurance (Amount)
Number
1. ICICI Lombard Fire Insurance 1016/IP- Fire Insurance 28-09-2024 to 146.58
General Insurance Co. Policy 04849022/000 27-09-2025
Ltd
Intellectual Property
Set forth below are the trademarks registered/abandoned/objected in the name of our Company under the Trademarks Act, 1999:
S. Logo/
Class Nature of Trademark Owner Application No. & Date
No. Trademark
Reply filed against the objection
Ace Alpha
1. Logo 42
Tech
Accepted and Advertised
2. Word Mark 42 Ace Alpha Tech
Ace Alpha (Application No. 6440630
Tech & Date: 20/05/2024)
The Details of Domain Name registered on the name of the Company is: -
Sponsoring Registrar Creation Registration
S. No. Domain Name and ID Registrant Name
and ID Date Expiry Date
Registrant Name:
Godaddy
Godaddy
1. acealphatech.in Registrant Organization: Sept 22 21 Sept 2025
Domains By Proxy, LLC
IMMOVABLE PROPERTY
Properties Leased by the Company:
Period of Date of Rent per Month
S. No. Details of the Property Lessor Use
lease agreement (in Rs)
21.05.2025
A/28 First Floor, Jhilmil Industrial Smt Shalini Registered
1. to 19.08.22 25,000/-
Area Shahdara, East Delhi-110095 Sharma Office
20.04.2026
Compare
Policy
A-39, 2nd Floor, Sector 64 Noida, Insurance
01.06.25 to Corporate
2. Gautam Buddh Nagar, Uttar Web 01.07.2024 25,000/-
30.04.26 office
Pradesh – 201301 Aggregators
Private
Limited
1191st Floor, A wing, Eden Garden, Share India 01.12.2024
Branch
3. Mahavir Nagar, Kandivali West, Securities to 06.12.2024 10,000/-
office
Mumbai Maharshatra 400067 Limited 31.10.2025
This space has been left blank intentionally.
120KEY REGULATIONS AND POLICIES
The following is an overview of certain sector-specific relevant laws and regulations which are applicable to the business
and operations of our Company. The information detailed in this section has been obtained from publications available in the
public domain. The description of laws and regulations set out below is not exhaustive but is indicative and is only intended to
provide general information to investors and is neither designed nor intended to be a substitute for professional legal advice.
The statements below are based on the current provisions of Indian law, and remain subject to judicial and administrative
interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory, administrative or
judicial decisions. For further details of government approvals obtained by our Company, see ‘Government and Other
Approvals’ on page 198.
THE COMPANIES ACT
The consolidation and amendment in the law relating to the Companies Act, 1956 made way to the enactment of the
Companies Act, 2013 and rules made thereunder.
The Companies Act primarily regulates the formation, financing, functioning and restructuring of Companies as separate
legal entities. The Act provides regulatory and compliance mechanism regarding all relevant aspects including organizational,
financial and managerial aspects of companies. The provisions of the Act state the eligibility, procedure and execution for
various functions of the company, the relation and action of the management and that of the shareholders. The law laid down
transparency, corporate governance and protection of shareholders & creditors. The Companies Act plays the balancing role
between these two competing factors, namely, management autonomy and investor protection.
SEBI REGULATIONS
Securities and Exchange Board of India is the regulatory body for securities market transactions including regulation of listing
and delisting of securities. It forms various rules and regulations for the regulation of listed entities, transactions of securities,
exchange platforms, securities market and intermediaries thereto. Apart from other rules and regulations, listed entities are
mainly regulated by the SEBI Act, 1992, Securities Contract Regulation Act, 1956, Securities Contracts (Regulation)
Rules,1957, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015, SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 and
SEBI (Prohibition of Insider Trading) Regulations, 2015.
TAX RELATED REGULATIONS
Income Tax Act, 1961
Income Tax Act, 1961 is applicable to every Domestic / Foreign Company whose income is taxable under the provisions of
this Act or Rules made under it depending upon its “Residential Status” and “Type of Income” involved. U/s 139(1) every
Company is required to file its Income tax return for every Previous Year by 31st October of the Assessment Year. Other
compliances like those relating to Tax Deduction at Source, Advance Tax, Minimum Alternative Tax and like are also
required to be complied by every Company.
Goods and Service Tax Act, 2017
The Central Goods and Services Tax Act, 2017 is an Act to make a provision for levy and collection of tax on intra-State
supply of goods or services or both by the Central Government and for matters connected therewith or incidental thereto. In
line with CGST Act, each state Governments has enacted State Goods and Service Tax Act for respective states. Goods and
Services Tax (GST) is a comprehensive indirect tax on manufacture, sale and consumption of goods and services throughout
India to replace taxes levied by the central and state governments on goods as services. This method allows GST-registered
businesses to claim tax credit to the value of GST they paid on purchase of goods or services or both as part of their normal
commercial activity. The mechanism provides for two level taxation of interstate and intra state transactions. When the supply
of goods or services happens within a state called as intra-state transactions, then both the CGST and SGST will be collected.
Whereas if the supply of goods or services happens between the states called as inter-state transactions and IGST will be
collected. Exports are considered as zero- rated supply and imports are levied the same taxes as domestic goods and services
adhering to the destination-based taxation principle in addition to the Customs Duty which has not been subsumed in the
GST.
BUSINESS/TRADE RELATED LAWS/REGULATIONS
Information Technology Act, 2000 and Rules made there under including any amendments thereto.
121Since our Company is involved in the business of web hosting, software development, providing real time solutions at the
place of the Clients and development of tailor-made systems at the clients' place at their specifications using computer or
computerized system. During the course of development of such products, we interchange sensitive information, data,
records, functions, security procedures and like and hence our working is governed by Information Technology Act, 2000
amended from time to time. This act governs and provides legal recognition for transactions carried out by means of electronic
data interchange and other means of electronic communication, commonly referred to as ―electronic commerce. It also gives
legal recognition to Digital Signatures and facilitates storage of data. The Act is applicable to any offence or contravention
committed outside India as well. If the conduct of person constituting the offence involves a computer or a computerized
system or network located in India, then irrespective of his/her nationality, the person is punishable under the Act.
The IT Rules focus on and regulate specific areas of the collection, transfer and processing of data, and include the following:
• The Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or
Information) Rules, which require entities holding users’ sensitive personal information to maintain certain specified
security standards;
• The Information Technology (Guidelines for Intermediaries and Digital Media Ethics Code) Rules, 2021, which
prohibit content of a specific nature on the internet, and govern the role of intermediaries, including social media
intermediaries, in keeping personal data of their users safe online;
• The Information Technology (Guidelines for Cyber Cafe) Rules, which require cybercafés to register with a
registration agency and maintain a log of users’ identities and their internet usage; and
• The Information Technology (Electronic Service Delivery) Rules, which allow the Government to specify that certain
services, such as applications, certificates and licenses, be delivered electronically.
Information Technology (Amendment) Act 2008
The Information Technology Amendment Act 2008 (IT Act 2008) was passed in October 2008 and came into effect the
following year as a substantial addition to the IT Act of 2000. These amendments helped improve the original bill, which
originally failed to pave the way for further IT-related development. It was hailed as an innovative and long-awaited step
towards an improved cybersecurity framework in India.
IT Act 2008 added updated and redefined terms for current use, expanding the definition of cybercrime and the validation of
electronic signatures. It also strongly encourages companies to implement better data security practices and makes them liable
for data breaches.
The IT Act of 2008 applies to any individual, company, or organization (intermediaries) that uses computer resources,
computer networks, or other information technology in India. It also includes service providers of web hosting, internet,
network, and telecom. It also includes foreign organizations that have a presence in India and businesses outside of the country
that has operations in India.
Covering important information security practices for cybercrime and data protection with over nine chapters and 117
sections, the new Information Technology Amendment Act of 2008 includes the following responsibilities:
• Improving cybersecurity measures and forensics
• Requiring intermediaries and body corporates to report cybersecurity incidents to CERT-In
• Preventing unauthorized/unlawful use of a computer system
• Protecting private data and information from cyber terrorism, DDoS attacks, phishing, malware, and identity theft
• Legal recognition for cybersecurity of organizations
• Safeguarding e-payments and electronic transactions and monitoring and decryption of electronic records
• Establishing a legal framework for digital signatures
• Recognizing and regulating intermediaries
It’s important to note that the biggest problem with the IT Act 2008 is in Subsection 69, which authorizes the Indian
government to expeditiously intercept, monitor, decrypt, block, and remove data and content at its discretion, which can pose
serious privacy concerns.
Violation of the IT Act may incur penalties ranging from $1,250 to 3-year imprisonment, while penalties for more serious
offenses and cybercrimes may reach imprisonment of up to 10 years.
Information Technology Rules, 2011
122Under the IT Act, another important segment of the cybersecurity legislation is the Information Technology (Reasonable
Security Practices and Procedures and Sensitive Personal Data or Information) Rules 2011 (Privacy Rules).
The most significant amendments include provisions for the regulation of intermediaries, updated penalties and violation fees
for cybercrime, cheating, slander, and non-consensual publishing of private images, as well as censoring/restriction of certain
speech.
Both the Information Technology Act (ITA) and the IT Rules are important for governing how Indian entities and
organizations process sensitive info, data protection, data retention, and collection of personal data and other sensitive
information.
Other Indian sectors, like banking, insurance, telecom, and healthcare, also include data privacy provisions as part of their
separate statutes.
National Cyber Security Policy -2013
National Cyber Security Protection Act was passed in 2014. It is a cybersecurity law establishing national cybersecurity
centres and methods to protect the critical infrastructure and cybersecurity protection for use in the Department of Homeland
Security.
The term cyber security refers to techniques and practices designed to protect digital data.
The data that is stored, transmitted or used on an information system. OR. Cyber security is the protection of Internet-
connected systems, including hardware, software, and data from cyber-attacks.
National Cyber Security Policy, 2013
In 2013, the Department of Electronics and Information Technology (Deity) released the National Cyber Security Policy
2013 as a security framework for public and private organizations to better protect themselves from cyber-attacks.
The goal behind the National Cyber Security Policy is to create and develop more dynamic policies to improve the protection
of India’s cyber ecosystem. The policy aims to create a workforce of over 500,000 expert IT professionals over the following
five years through skill development and training.
The NSCP’s other goals include:
• Creating a resilient and safe cyberspace for individuals, organizations, and the government
• Monitoring, safeguarding cyber infrastructure and information, reducing vulnerabilities, and strengthening
defences against cyber attacks
• Creating frameworks, capabilities, and vulnerability management strategies for minimizing, faster prevention, or
responding to cyber incidents and cyber threats
• Encourages organizations to develop cybersecurity policies that align with strategic goals, business workflows, and
general best practices
• Simultaneously create institutional structures, people, processes, technology, and cooperation to minimize the damage
caused by cybercrime
IT Rules, 2021
On February 25, 2021, the Ministry of Electronics and Information Technology introduced the Information Technology
(Guidelines for Intermediaries and Digital Media Ethics Code) Rules, 2021 as a replacement for IT Rules, 2011. A little over a
year later, on June 6, 2022, the newly updated draft amendments were published by the Indian MeitY (Ministry of Electronics
and IT) to improve the IT Act to keep up with the challenges of the ever-changing digital landscape.
The new amendments aim to allow ordinary users of digital platforms to seek compensation for their grievances and demand
accountability when their rights are infringed upon, as well as institute additional due diligence on organizations.
IT Rules, 2021 also distinguishes between smaller and more significant social media intermediaries based on user numbers
and places a much heavier burden on larger social media intermediaries concerning personal data protection.
Additionally, there are changes to the privacy and transparency requirements of intermediaries, such as:
• Requiring intermediaries to inform users about rules and regulations, privacy policy, and terms and conditions for usage
123of its services
• Requiring intermediaries to designate a grievance officer that can address and resolve user complaints about violations
of IT Rules, 2021 National Cyber Security Strategy 2020
• The National Cyber Security Strategy of 2020 was the long-awaited follow-up plan by the Indian government to further
improve cybersecurity efforts. While the plan is still under development and pending review by the National Security
Council Secretariat, the plan’s main goal is to serve as the official guidance for stakeholders, policymakers, and corporate
leaders to prevent cyber incidents, cyber terrorism, and espionage in cyberspace.
• The strategy aims to improve cybersecurity audit quality so organizations can conduct better reviews of their
cybersecurity architecture and knowledge. The hope is that, once the policy is implemented, cyber auditors will improve
their security standards, ultimately encouraging organizations to step up their security programs.
KYC (Know Your Customer)
KYC (Know Your Customer) processes are standards and practices used worldwide and mandated by the RBI (Reserve Bank
of India). KYC is the tracking and monitoring of customer data security for improved safeguarding against fraud and payment
credential theft. It requires banks, insurance companies, and any other digital payment companies that carry out financial
transactions to verify and identify all of their customers.
For proper KYC compliance and to meet financial regulatory requirements, businesses need to include the following
cybersecurity steps:
• Having a knowledge-based questionnaire test for verifying customer identities
• Implementing pre-screening KYC verification methods like email verification, phone verification, Device ID
intelligence, and reputational data, among others
• Using AI-based technology and machine learning for verifying documents and government-issued IDs
• Using biometrics like fingerprinting and facial recognition to verify a user’s identity
• Maintaining a database of customers for verification purposes
Businesses with KYC policies assure customers they have the relevant compliance management and anti-fraud solutions to
protect their digital identities and payment transaction data. With KYC Compliance, Indian merchants can have peace of
mind with safe and secure payment processing, complying with regulations from SEBI, as well as establishing trust with
customers.
Failing to adhere to the KYC directions, banks, businesses, and corporations may face a monetary penalty of ₹2 lakh
(₹200,000).
Indian SPDI Rules, 2011 for Reasonable Security Practices
The IS/ISO/IEC 27001 regulations are identified by the Indian SPDI Rules, 2011, as international standards. As such, Indian
companies aren’t obligated — but are highly advised — to implement these standards, which can help meet the “reasonable
security practices” under Indian jurisdiction.
The rules can also give individuals the right to correct their information and impose restrictions on disclosure, data transfer,
and security measures. They only apply to corporate entities, but they aren’t responsible for the authenticity of sensitive
personal data (SPD) like sexual orientation, medical records and history, biometric information, and passwords.
The Digital Personal Data Protection Bill, 2022 (“DPDP Bill”)
The DPDP Bill, 2022 is intended to outline the rights and obligations of 'digital nagriks' or citizens, as well as to lay out the
methods and standard for data collecting when it comes to entities. The proposed DPDP Bill, 2022 establishes severe penalties
for violations of any of the legislation's provisions, which will be determined by the Data Protection Board of India. It provides
financial penalties with a cap of ₹500 crores, which proves to be of much higher quantity as compared to the PDP Bill, 2019.
The bill does not allow data principals to seek compensation from data fiduciaries for damages incurred because of unlawful
processing. In addition, the legislation imposes obligations on data principals, and if they fail to comply with the regulations,
fines of up to ₹10,000 can be levied. Some of these obligations include exercising rights in accordance with "the provisions
of all applicable laws" and not filing "false or frivolous" complaints with the data fiduciary or the DPB.
124The provisions of this Act upon notification, shall apply to the processing of digital personal data within the territory of India
where: (a) such personal data is collected from Data Principals online; and (b) such personal data collected offline, is digitized.
(2) The provisions of this Act shall also apply to processing of digital personal data outside the territory of India, if such
processing is in connection with any profiling of, or activity of offering goods or services to Data Principals within the
territory of India.
National Digital Communications Policy 2018
With significant capabilities in both telecommunications and software, India, more than most countries, stands poised to benefit
from harnessing new digital technologies and platforms to unlock productivity, as well as to reach unserved and underserved
markets; thus catalyzing economic growth and development, generating new- age jobs and livelihoods, and ensuring access to
next generation services for its citizens. This policy aims for Universal Coverage rather than revenue maximization. This policy
and principles framework will enable creation of a vibrant competitive telecom market to strengthen India’s long term
competitiveness and serve the needs of our aspiring nation. The Policy aims to remove regulatory barriers and reduce the
regulatory burden that hampers investments, innovation and consumer interest and identifies steps to strengthen the sector’s
institutional mechanism and legislative framework, to ensure that India’s economy and citizens can derive the full potential of its
digital communications sector.
Data Center Policy, 2020
Indian Data Centre market has seen tremendous growth in the past decade, riding on the explosion of data through smartphones,
social networking sites, ecommerce, digital entertainment, digital education, digital payments and many other digital businesses /
services. This growth in data is further stimulated by adoption of emerging technologies such as quantum computing, artificial
intelligence, internet of things etc. While the Data Centre sector is witnessing growth in the country, there are known
impediments to its growth such as lack of infrastructure or Industry status of the Data Centres, complex clearance processes,
time consuming approvals, high cost of power, lack of published standards, absence of specialised building norms for building
the Data Centres, submarine cable network connectivity limited to few states and high cost of capital and operational expenditure
etc. This policy aims to offset these challenges in order to accelerate the current pace of growth and propel India in becoming a
global Data Centre hub.
REGULATIONS RELATED TO FOREIGN TRADE AND INVESTMENT
The Foreign Direct Investment
The Government of India, from time to time, has made policy pronouncements on Foreign Direct Investment (“FDI”) through
press notes and press releases. The Department for Promotion of Industry and Internal Trade (DPIIT), Ministry of Commerce
& Industry, Government of India makes policy pronouncements on FDI through Consolidated FDI Policy Circular/Press
Notes/Press Releases which are notified by the Department of Economic Affairs (DEA), Ministry of Finance, Government of
India as amendments to the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 under the Foreign Exchange
Management Act, 1999 (42 of 1999) (FEMA). DPIIT has issued consolidated FDI Policy Circular of 2020 (“FDI Policy
2020”), which with effect from October 15, 2020, consolidates and supersedes all previous press notes, press releases and
clarifications on FDI Policy that were in force. The Government proposes to update the consolidated circular on FDI policy
once every year and therefore, FDI Policy 2020 will be valid until an updated circular is issued.
The reporting requirements for any investment in India by a person resident outside India under Foreign Exchange
Management (Non-Debt Instruments) Rules, 2019 are specified by the RBI. Regulation 4 of the Foreign Exchange
Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 vide notification No. FEMA.
395/2019-RB dated 17.10.2019 issued by the RBI stipulates the reporting requirement for any investment in India by a person
resident outside India. All the reporting is required to be done through the Single Master Form (SMF) available on the Foreign
Investment Reporting and Management System (FIRMS) platform at https://firms.rbi.org.in.
Under the current FDI Policy of 2020, foreign direct investment in micro and small enterprises is subject to sectoral caps,
entry routes and other sectoral regulations.
Foreign Exchange Management Act, 1999 (“FEMA”) and Regulations framed thereunder:
Foreign investment in India is governed primarily by the provisions of the FEMA which relates to regulation primarily by the
RBI and the rules, regulations and notifications there under, and the policy prescribed by the Department of Promotion of
Industry and Internal Trade, Ministry of Commerce & Industry, Government of India. As laid down by the FEMA Regulations
no prior consents and approvals are required from the Reserve Bank of India, for Foreign Direct Investment under the
‘automatic route’ within the specified sectoral caps. In respect of all industries not specified as FDI under the automatic route,
125and in respect of investment in excess of the specified sectoral limits under the automatic route, approval may be required
from the FIF and/or the RBI. The RBI, in exerciseof its power under the FEMA, has notified the Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 (“FEMA Regulations”) to prohibit,
restrict or regulate, transfer by or issue security to a person resident outside India and Foreign Exchange Management (Export
of Goods and Services) Regulations, 2015 for regulation on exports of goods and services.
Ownership restrictions of FIIs
Under the portfolio investment scheme, the total holding of all FIIs together with their sub-accounts in an Indian company is
subject to a cap of 24% of the paid-up capital of a company, which may be increased up to the percentage of sectoral cap on
FDI in respect of the said company pursuant to a resolution of the board of directors of the company and the approval of the
shareholders of the company by a special resolution in a general meeting. The total holding by each FII, or in case an FII is
investing on behalf of its sub-account, each sub-account should not exceed 10% of the total paid-up capital of a company
Laws related to Overseas Investment by Indian Entities:
Overseas investment by Indian Entities are governed under Foreign Exchange Management Act, 1999 under which the central
Government of India have notified Foreign Exchange Management (Overseas Investment) Rules, 2022 in suppression of
Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2004 and the Foreign Exchange
Management (Acquisition and Transfer of Immovable Property Outside India) Regulations, 2015. Followed by the rules, RBI
has vide notification no. RBI/2022-2023/110, A.P. (DIR Series) Circular No.12 dated August 22, 2022 have issued Foreign
Exchange Management (Overseas Investment) Directions, 2022 and Foreign Exchange Management (Overseas Investment)
Regulations, 2022. These legislations frame the investment fields, mode and cap for various sectors and regions, by any person
resident in India and the reporting requirements.
Foreign Trade Policy 2023:
The Central Government of India in exercise of powers conferred under Section 5 of the Foreign Trade (Development &
Regulation) Act, 1992 (No. 22 of 1992) [FT (D&R) Act], as amended, has notified Foreign Trade Policy (FTP) 2023 which
is effective from April 01, 2023 and shall continue to be in operation unless otherwise specified or amended. It provides for
a framework relating to export and import of goods and services. All exports and imports made up to 31.03.2023 shall,
accordingly, be governed by the relevant FTP, unless otherwise specified.
LAWS RELATING TO INTELLECTUAL PROPERTY
Copyright Act, 1957 (“Copyright Act”)
Softwares unless attached to machines, in India are protected under Copyright Act and protected from unauthorized uses.
Various rights including ownership and economic rights are conferred on the author. These include the right to reproduce the
work in any form, issue copies to the public, perform it, and offer for sale and hire.
Trademarks Act, 1999
Under the Trademarks Act, 1999 (“Trademarks Act”), a trademark is a mark capable of being represented graphically and
which is capable of distinguishing the goods or services of one person from those of others used in relation to goods and
services to indicate a connection in the course of trade between the goods and some person having the right as proprietor to
use the mark. A ‘mark’ may consist of a device, brand, heading, label, ticket, name signature, word, letter, numeral, shape of
goods, packaging or combination of colors or any combination thereof.
The Patents Act, 1970:
The Patents Act, 1970 as amended from time to time, in India has been enacted to protect inventions. Patents provide the
exclusive rights for the owner of a patent to make, use, exercise, distribute and sell a patented invention. The patent registration
confers on the patentee the exclusive right to use, manufacture and sell his invention for the term of the patent.
Designs Act, 2000
The Designs Act, 2000 along with the Design Rules, 2001 (“Design Laws”) govern design protection in India. The Design
Laws were enacted to protect new or original designs from getting misappropriated. A design can only be registered under
one specific class. The registered proprietor of the design shall have a copyright in the design for ten years which is extendable
for another five years. The Design Laws permit the proprietor to file a suit for recovery of damage and as well as an injunction
in the event of piracy of a registered design.
126LAWS RELATED TO EMPLOYMENT AND LABOUR LAWS:
Code on Wages, 2019
The Code on Wages, 2019 regulates and amalgamates wage and bonus payments and subsumes four existing laws namely –
the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the Equal
Remuneration Act, 1976 received the assent of the President of India on August 8, 2019. It regulates, inter alia, the minimum
wages payable to employees, the manner of payment and calculation of wages and the payment of bonus to employees. Only
few section of the Code has yet been notified vide notification no. S.O. 4604(E) dated December 18, 2020.
Employees Provident Fund and Miscellaneous Provisions Act, 1952
Under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 (EPF Act), compulsory provident fund,
family pension fund and deposit linked insurance are payable to employees in factories and other establishments. The
legislation provides that an establishment employing more than 20 (twenty) persons, either directly or indirectly, in any
capacity whatsoever, is either required to constitute its own provident fund or subscribe to the statutory employee‘s provident
fund. The employer of such establishment is required to make a monthly contribution to the provident fund equivalent to the
amount of the employee‘s contribution to the provident fund. There is also a requirement to maintain prescribed records and
registers and filing of forms with the concerned authorities. The EPF Act also prescribes penalties for avoiding payments
required to be made under the abovementioned schemes.
It’s not applicable as on date but it will be applicable in future.
Employees State Insurance Act, 1948, as amended (the “ESIC Act”)
The ESI Act, provides for certain benefits to employees in case of sickness, maternity and employment injury. All employees
in establishments covered by the ESI Act are required to be insured, with an obligation imposed on the employer to make
certain contributions in relation thereto. In addition, the employer is also required to register itself under the ESI Act and
maintain prescribed records and registers.
It’s not applicable as on date but it will be applicable in future.
Payment of Gratuity Act, 1972, as amended (the “Gratuity Act”)
The Gratuity Act establishes a scheme for the payment of gratuity to employees engaged in every factory, mine, oil field,
plantation, port and railway company, every shop or establishment in which ten or more persons are employed or were
employed on any day of the preceding twelve months and in such other establishments in which ten or more employees are
employed or were employed on any day of the preceding twelve months, as notified by the Central Government from time to
time. Penalties are prescribed for non-compliance with statutory provisions.
Under the Gratuity Act, an employee who has been in continuous service for a period of five years will be eligible for gratuity
upon his retirement, resignation, superannuation, death or disablement due to accident or disease. However, the entitlement
to gratuity in the event of death or disablement will not be contingent upon an employee having completed five years of
continuous service. The maximum amount of gratuity payable may not exceed 1 million.
Certain other laws and regulations that may be applicable to our Company in India include the following:
• Public Liability Insurance Act, 1991 (“PLI Act”)
• Payment of Bonus Act, 1965 (“POB Act”)
• Inter-State Migrant Workers (Regulation of Employment and Conditions of Service) Act, 1979
• Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("SHWW Act")
• Equal Remuneration Act, 1976 (“ER Act”)
• Contract Labour Regulation and Abolition) Act, 1970 (CLRA) and Contract Labour (Regulation and Abolition)
• Central Rules, 1971 (Contract Labour Rules)
• Workmen Compensation Act, 1923 (“WCA”)
• Maternity Benefit Act, 1961 ("Maternity Act")
• Apprentice Act, 1961 read with The National Policy of Skill Development and Entrepreneurship 2015,
It’s not applicable as on date but it will be applicable in future.
127THE 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 workplace and prevention of sexual harassment at workplace. The SHWW Act also provides
for a redressal mechanism to manage complaints in this regard. Every employer has a duty to provide a safe working
environment at workplace which shall include safety from the persons coming into contact at the workplace, organizing
awareness programs and workshops, display of rules relating to the sexual harassment at any conspicuous part of the workplace,
provide necessary facilities to the internal or local committee for dealing with the complaint, such other procedural
requirements to assess the complaints. 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.
GENERAL REGULATIONS
The Micro, Small and Medium Enterprises Development Act, 2006 (“MSME Act”):
MSME Act was enacted to provide for facilitating the promotion and development and enhancing the competitiveness of
micro, small and medium enterprises. Any person who intends to establish (a) a micro or small enterprise, at its discretion;
(b) a medium enterprise engaged in providing or rendering of services may, at its discretion; or (c) a medium enterprise engaged
in manufacture or production of goods pertaining to any industry specified in the First Schedule to the Industries (Development
and Regulation) Act, 1951 is required to file a memorandum before such authority as specified by the State Government or the
Central Government. The form of the memorandum, the procedure of its filing and other matters incidental thereto shall be
such as may be specified by the Central Government, based on the recommendations of the advisory committee. Accordingly,
in exercise of this power under the MSME Act, the Ministry of Micro, Small and Medium Enterprises notification dated
September 18, 2015 specified that every micro, small and medium enterprises is required to file a Udyog Adhaar Memorandum
in the form and manner specified in the notification.
The Indian Contract Act, 1872:
The Indian Contract Act, 1872 (“Contract Act”) codifies the way in which a contract may be entered into, executed,
implementation of the provisions of a contract and effects of breach of a contract. A person is free to contract on any terms
he chooses. The Contract Act also provides for circumstances under which contracts will be considered as ‘void’ or ‘voidable’.
The Contract Act contains provisions governing certain special contracts, including indemnity, guarantee, bailment, pledge,
and agency.
The Competition Act, 2002:
The Competition Act, 2002 prohibits anti-competitive agreements, abuse of dominant positions by enterprises and regulates
“combinations” in India. The Competition Act also established the Competition Commission of India (the “CCI”) as the
authority mandated to implement the Competition Act. Combinations which are Likely to cause an appreciable adverse effect
on competition in a relevant market in India are void under the Competition Act. The obligation to notify a combination to
the CCI falls upon the acquirer in case of an acquisition, and on all parties to the combination jointly in case of a merger or
amalgamation.
The Indian Stamp Act, 1899
Under the Indian Stamp Act, 1899, stamp duty is payable on instruments evidencing a transfer or creation or extinguishment
of any right, title or interest in immovable property. 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.
The Registration Act, 1908
The purpose of the Registration Act, amongst other things, is to provide a method of public registration of documents so as
to give information to people regarding legal rights and obligations arising or affecting a particular property, and to perpetuate
documents which may afterwards be of legal importance, and also to prevent fraud.
Negotiable Instruments Act, 1881
In India, the laws governing monetary instruments such as cheques are contained in the Negotiable Instruments Act, 1881.
128The Act provides effective legal provision to restrain people from issuing cheques without having sufficient funds in their
account or any stringent provision to punish them in the event of such cheque not being honored by their bankers and returned
unpaid. Section 138 of the Act, creates statutory offence in the matter of dishonor of cheques on the ground of insufficiency
of funds in the account maintained by a person with the banker which is punishable with imprisonment for a term which may
extend to two years, or with fine which may extend to twice the amount of the cheque, or with both.
The Delhi Shops and Establishment Act ossf 1954
The Act, which received the assent of the President on 19th June, 1954, came into force with effect from the 1st of February,
1955, vide Notification No. F.5/51-1 & L, dated 17th January, 1955. All commercial enterprises that sell goods or services
are obliged to get a license from their municipality under the Shops and Establishments Act. The Delhi Shops and
Establishments Act, 1954 was enacted in order to regulate the working conditions of people employed in such shops and
establishments. The Delhi Shops and Establishment Act of 1954 should be enforced for a number of reasons, including
improved working conditions for employees, peace and harmony between employers and employees, and improved operation
of the shops and other commercial establishments.
The Uttar Pradesh Shops and Establishments Act, 1962
The Act came into force to regulate the conditions of work and employment in shops and commercial establishments across
Uttar Pradesh. All commercial enterprises that sell goods or services must register under this Act with the prescribed
authority. It aims to improve the working conditions of employees, ensure fair wages, provide rest periods, regulate working
hours, and establish provisions for holidays and leave.
The Act promotes healthy employer-employee relationships by ensuring fair work practices, maintaining peace and harmony in
the workplace, and fostering the smooth operation of shops and establishments in the state.
GENERAL LEGISLATIONS
THE COMMERCIAL COURTS ACT, 2015
The Commercial Courts Act, 2015 was passed by Parliament to enable the creation of commercial divisions in high courts and
commercial courts at the district level. Section 2(1)(c) of the act defines ‘commercial disputes' – a definition which includes
disputes arising from construction and infrastructure contracts.
THE COMPETITION ACT, 2002:
The Competition Act, 2002 prohibits anti-competitive agreements, abuse of dominant positions by enterprises and regulates
“combinations” in India. The Competition Act also established the Competition Commission of India (the “CCI”) as the authority
mandated to implement the Competition Act. Combinations which are Likely to cause an appreciable adverse effect on
competition in a relevant market in India are void under the Competition Act. The obligation to notify a combination to the
CCI falls upon the acquirer in case of an acquisition, and on all parties to the combination jointly in case of a merger or
amalgamation.
THE REGISTRATION ACT, 1908
The purpose of the Registration Act, amongst other things, is to provide a method of public registration of documents so as to
give information to people regarding legal rights and obligations arising or affecting a particular property, and to perpetuate
documents which may afterwards be of legal importance, and also to prevent fraud.
PROPERTY RELATED LAWS
The Company is required to comply with central and state laws in respect of property. Central Laws that may be applicable
to our Company's operations include the Land Acquisition Act, 1894, the Transfer of Property Act, 1882, Registration Act,
1908, Indian Stamp Act, 1899, and Indian Easements Act, 1882
129HISTORY AND CORPORATE STRUCTURE
Brief History and Background
Our Company was originally incorporated on October 08, 2012 as under the name “DM Prime Square Research & Analytics
Private Limited” under the provisions of the Companies Act, 1956 in the name and style of “DM Prime Square Research &
Analytics Private Limited” bearing Corporate Identification Number U74140DL2012PTC243246 issued by the Registrar of
Companies, NCT of Delhi and Haryana at Delhi.
Further, the company’s name was changed to “Ace Alpha Tech Private Limited” pursuant to the special resolution passed by the
members of our Company in its extra-ordinary general meeting held on March 13, 2024 and vide Fresh Certificate of
Incorporation dated May 17, 2024 issued by the Registrar of Companies, Central Registration Centre issued on behalf of
Jurisdictional Registrar of Companies under the Companies Act, 2013.
Subsequently, our Company was converted into public limited company pursuant to a shareholders’ resolution passed at an Extra-
Ordinary General Meeting held on Saturday May 25, 2024 and Fresh Certificate of Incorporation dated September 12, 2024 from
the Registrar of Companies, Central Registration Centre issued on behalf of Jurisdictional Registrar of Companies under the
Companies Act, 2013 issued upon conversion of the company from a private limited company to a public limited company and
consequent change of name to “ACE ALPHA TECH LIMITED, having Company registration no. U74140DL2012PLC243246.
The Registered office of our Company is A-28, First Floor, Jhilmil Industrial Area Shahdara, East Delhi, India – 110095.
Meera Gupta and Dinesh Gupta were the initial subscribers to the Memorandum and Articles of Association of our
Company.
The details in this regard have been disclosed in the chapter titled “Capital Structure” beginning on page 56 of this
Prospectus.
As on date of this Prospectus, our Company has 28 (Twenty-Eight) shareholders.
For information on our Company’s profile, activities, services, market, growth, technology, managerial competence, standing
with reference to prominent competitors, major vendors and suppliers, please refer the sections entitled “Industry Overview”,
“Business Overview”, “Our Management”, “Financial information of our company” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” on pages 89, 107, 134, 158, and 178 respectively.
Address of Registered Office:
The Registered Office of the Company is situated at A-28, First Floor, Jhilmil Industrial Area Shahdara, East Delhi, India –
110095.
Changes in Registered Office of the Company since incorporation
At the time of incorporation the Company has its registered office at 14, Dayanand Vihar, Karkardooma, East Delhi, Delhi,
110092. The Registered office of the company shifted from 14, Dayanand Vihar, Karkardooma, East Delhi, Delhi, 110092
to 5, First Floor, Todarmal Lane, Bengali Market, New Delhi – 110001. Further, On February 12, 2024 the Registered office
of the Company shifted from 5, First Floor, Todarmal Lane, Bengali Market, New Delhi – 110001 to A-28, First Floor,
Jhilmil Industrial Area Shahdara, East Delhi, India – 110095 i.e. current registered office of the Company.
Our Main Object
The main objects of our Company as set forth in the Memorandum of Association of our Company are as follows:
To carry on the business of providing outsourcing services for all processes, sub processes, transactions, activities and other
work performed by business in various industries process within India and across the world. This includes those process or
sub processes that are enabled by information technology. It also includes data, voice or video collection and processing, call
centre services including in bound and out bound calling services of all kinds, technical support, managed data centre, managed
technical centre, training centre, web support back office, business or financial analysis, scientific analysis, research work and
analysis, storage, disaster recovery, accounting, pay roll, inventory management, customer relationship management,
enterprises resources planning and to develop software, provide consultancy, software solution and services that are normally
offered by the outsourcing business and information technology services providers, the software development houses and
application services providers.
130Changes/Amendments in Memorandum of Association
Except as stated below there has been no change in the Memorandum of Association of our Company since its Incorporation:
Sr. Date of
Particulars Type of Meeting
No. Meeting
1. Our Company has been converted into a public limited company and the change May 25, Extra-Ordinary
in the name of the Company from “Ace Alpha Tech Private Limited” to “Ace 2024 General Meeting
Alpha Tech Limited” by deletion of the word “Private” from the name of the
Company has been approved by the members in their Extra-Ordinary General
Meeting held on May 25, 2024
Increase in Authorized Capital of the Company from Rs. 1,25,000 (One Lakh
Twenty-Five Thousand) divided into 12,500 equity shares of Rs. 10/- each to Rs. March 13, Extra-Ordinary
2.
21,00,00,000 (Twenty-One Crore) divided into 2,10,00,000 equity shares of 2024 General Meeting
Rs.10/- each
Our Company’s name has been changed from “DM Prime Square Research &
Analytics Private Limited” to “Ace Alpha Tech Private Limited” pursuant to the March 13, Extra-Ordinary
3.
special resolution passed by the members in its Extra-Ordinary General Meeting 2024 General Meeting
held on March 13, 2024
Increase in Authorized Capital of the Company from Rs. 1,00,000 (One Lakh)
April 17, Extra-Ordinary
4. divided into 10,000 equity shares of Rs. 10/- each to Rs. 1,25,000 (One Lakh
2023 General Meeting
Twenty-Five Thousand) divided into 12,500 equity shares of Rs.10/- each
Adopting New Articles of Association of the Company
Our Company has adopted a new set of Articles of Association of the Company in accordance with the applicable provisions
of the Companies Act 2013, in the Extra-Ordinary General Meeting of the Company held on May 25, 2024 pursuant to the
conversion of the Company to a public limited Company.
Our Company has adopted a new set of Articles of Association of the Company in accordance with the applicable provisions of
the Companies Act 2013, in the Extra-Ordinary General Meeting of the Company held on April 17, 2023.
Other Details about our Company
For details of our Company’s activities, products, growth, technology, marketing strategy, competition and our customers, please
refer section titled “Business Overview”, “Management’s Discussion and Analysis of Financial Conditions and Results of
Operations” and “Basis for Issue Price” on pages 107, 178 and 79 respectively of this Prospectus. For details of our management
and managerial competence and for details of shareholding of our Promoters, please refer to sections titled “Our Management” and
“Capital Structure” beginning on pages 134 and 56 of this Prospectusrespectively.
Details regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamation, any
revaluation of assets etc., if any, in the last ten years.
There are no mergers, amalgamation, revaluation of assets etc. with respect to our Company as on the date of this
Prospectussince incorporation.
Our Holding Company
As on the date of this Prospectus, Arika Securities Private Limited is the holding company.
Our Subsidiary Company
As on the date of this Prospectus, our Company does not have subsidiary company.
Capital raising (Debt / Equity)
For details in relation to our capital raising activities through equity, please refer to the chapter titled “Capital Structure”
beginning on page 56 of this Prospectus.
131For details of our Company’s debt facilities, please refer section “Restated Financial Statements” on page 158 of this
Prospectus.
Time and Cost overruns in setting up projects
There has been no time / cost overrun in setting up projects by our Company.
Injunction or restraining order
There are no injunctions/restraining orders that have been passed against our Company.
Defaults or rescheduling of borrowings with financial institutions/banks and Conversion of loans into Equity Shares
There have been no defaults or rescheduling of borrowings with any financial institutions/banks as on the date of this
Prospectus.
Furthermore, except as disclosed in chapter titled “Capital Structure” beginning on Page 56 of this Prospectus, none of the
Company's loans have been converted into equity in the past.
Lock-out or strikes
Our Company has, since incorporation, not been involved in any labour disputes or disturbances including strikes and
lockouts. As on the date of this Prospectus, our employees are not unionized.
Shareholders of our Company:
Our Company has Twenty-Eight (28) shareholders as on the date of this Prospectus. For further details on the shareholding
pattern of our Company, please refer to the chapter titled “Capital Structure” beginning on page 56 of this Prospectus.
Changes in the Management
For details of change in Management, please see chapter titled “Our Management” on page 134 of this Prospectus.
Changes in activities of our Company during the last five (5) years
There has been no change in the business activities of our Company during last five (5) years from the date of this
Prospectuswhich may have had a material effect on the profit/loss account of our Company except as mentioned in Material
development in chapter titled “Management’s discussion and analysis of financial conditions & results of operations” beginning
on page 178 of this Prospectus.
Shareholders Agreements
As on the date of this Prospectus, there are no subsisting shareholder’s agreements among our shareholders in relation to our
Company, to which our Company is a party or otherwise has notice of the same.
Collaboration Agreements
As on the date of this Prospectus, our Company is not a party to any collaboration agreements.
Material Agreement
Our Company has not entered into any material agreements other than the agreements entered into by it in ordinary course of
business.
OTHER AGREEMENTS
Non-Compete Agreement
Our Company has not entered into any Non-compete Agreement as on the date of filing of this Prospectus.
Joint Venture Agreement
132Except the agreements entered in the ordinary course of business carried on or intended to be carried on by us, we have not
entered into any other Joint Venture agreement.
Strategic Partners
Our Company does not have any strategic partners as on the date of this Prospectus.
Financial Partners
Our Company does not have any financial partners as on the date of this Prospectus.
Agreements with Key Managerial Personnel, Director, Promoter or any other employee
As on the date of this Prospectus, there are no agreements entered into by our Key Managerial Personnel or Directors or
Promoters 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.
Corporate Profile of our Company
For details on the description of our Company’s activities, the growth of our Company, please see “Business Overview”,
“Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and “Basis of Issue Price” on
pages 107, 178 and 79 of this Prospectus.
This space has been left blank intentionally
133OUR MANAGEMENT
Board of Directors: As per the Articles of Association, our Company is required to have not less than Three (3)Directors and not
more than Fifteen (15) Directors. Currently, our Company has five (5) directors comprising, one Executive Directors, and two
Non-Executive Woman Director and two Non-Executive Independent Director. The following table sets forth the details regarding
our Board of Directors of our Company as on the date of filing of this Prospectus:
Sr. No. Name DIN Category Designation
Chairman, Managing Director,
1. Gaurav Sharma 01650857 Executive Director
& Chief Financial Officer
2. Nipa Gunvantlal Jain 09725679 Non-Executive Director Non-Independent Director
3. Chandni Sharma 07227240 Non-Executive Director Non-Independent Director
4. Manish Wahi 09785936 Non-Executive Director Independent Director
5. Sachin Goyal 09787112 Non-Executive Director Independent Director
No. of Equity
Name, Father’s, Age, Designation, Date of
S. Shares held & %
Address, Experience, Occupation, Appointment Other Directorships
No. of Shareholding
Qualifications, Nationality & DIN
(Pre-Issue)
1. Mr. Gaurav Sharma Originally appointed as 2,54,212 Equity Indian Companies-
Additional Director Shares; 1.81% of
Father Name: Prem Narain Sharma w.e.f. September 01, Paid-up capital 1. Narayan Capital
2022. Private Limited
Date of Birth: August 30, 1987
Further, Change in 2. Narayan Comtrade
Age: 36 Years designation as an Private Limited
Executive Director
w.e.f. September 30,
Designation: Chairman, Managing
2022.
Director, & Chief Financial Officer
Re-designated on the
Address: C-505, Yojna Vihar, East
Board on March 30,
Delhi, Delhi – 110092
2024 as the Chairman,
Managing Director, &
Experience: 13 Years
Chief Financial Officer
Occupation: Business
Qualifications: Master of Science in
International Finance
Nationality: Indian
DIN: 01650857
2. Ms. Nipa Gunvantlal Jain Originally appointed as NIL NIL
Additional Director
Father Name: Gunvantlal Nathalal Jain w.e.f. September 01,
2022.
Date of Birth: December 17, 1971
Further, Change in
Age: 53 Years designation as Non-
Executive Director
Designation: Non-Executive Director w.e.f. September 30,
2022.
Address: 3rd Floor, Jaya Mahal, Flat
no.7, French Bridge, Raghav Wadi
Chowpaty, Grant Road S.O Mumbai,
Maharashtra, India 400007
Experience: Over 30 years
134Occupation: Business
Qualifications: Masters of Commerce
Nationality: Indian
DIN: 09725679
3. Ms. Chandni Sharma Originally appointed as NIL Indian Companies:
Additional Director
Father Name: Pawan Kumar w.e.f. January 16, 2024. 1. Comm Global Private
Sharma Limited
Further, Change in
Date of Birth: August 23, 1989 designation as Non-
Executive Director
Age: 34 Years w.e.f. March 13, 2024.
Designation: Non-Executive Director
Address: C-505 Yojna Vihar
Delhi, India 110092
Experience: 9 Years
Occupation: Business
Qualifications: Bachelor in Technology
Electronics & Communication
Engineering
Nationality: Indian
DIN: 07227240
4. Mr. Manish Wahi Appointed as NIL Indian Companies:
Independent Director
Father Name: Umesh Wahi w.e.f. April 08, 2024.
1. Qualitek Labs Limited
Date of Birth: September 15, 1993
2. Jainik Power and Cables
Age: 30 Years Limited
Designation: Non-Executive Director 3. R P Multimetals
Limited
Address: Plot No. 898 FF-4 Niti
Khand1, Indirapuram, Near Orange
Country, Shipra Sun City, Ghaziabad,
Uttar Pradesh - 201014
Experience: 5 Years
Occupation: Professional
Qualifications: Chartered Accountant
Nationality: Indian
DIN: 09785936
1355. Mr. Sachin Goyal Appointed as NIL Indian Companies:
Independent
Father Name: Ashok Kumar Goyal Director w.e.f. 1. Jainik Power and Cables
April 08, 2024. Limited
Date of Birth: July 12, 1991 2. Garnet Veneer and Decors
Limited
Age: 32 Years
Designation: Non-Executive Director
Address: House No. 725/2 Anand
Parvat Gali-5, Military Road, Punjab,
Basti Karol Bagh S.O, Central Delhi,
Delhi - 110005
Experience: 9 Years
Occupation: Professional
Qualifications: Company Secretary
Nationality: Indian
DIN: 09787112
BRIEF PROFILE OF OUR DIRECTORS
1. Mr. Gaurav Sharma, Chairman, MD, & CFO, Age: 36 Years
Mr. Gaurav Sharma, aged 36 years is Chairman, Managing Director, Chief Financial Officer, and also the Promoter of our
Company. He was re-designated on the Board on March 30, 2024 as the Chairman, Managing Director & Chief Financial Officer
of the Company for a period of 5 years. He holds a Master of Science in International Finance from the University of Westminster,
where he graduated with distinction in October 2010. This academic background has equipped him with the necessary theoretical
framework to excel in the dynamic world of finance. With a total experience of 13 years, Gaurav Sharma brings a wealth of
knowledge and expertise to the table. Throughout his career, he has demonstrated a deep understanding of international finance
and business operations. He is a seasoned professional with a strong foundation in international finance. His academic
achievements, coupled with over a decade of hands-on experience, reflect his dedication to continuous learning and professional
development. Gaurav's strategic vision and leadership skills have played a pivotal role in driving the success of the company.
2. Ms. Nipa Gunvantlal Jain, Non-Executive Director, Age: 53 Years
Ms. Nipa Gunvantlal Jain, aged 53 years is Non-Executive Director of our Company. She was originally appointed as Additional
Director w.e.f. September 01, 2022. Later appointed as Non-Executive Director w.e.f. September 30, 2022. She holds a degree of
Masters of Commerce. Ms. Nipa holds a Master of Commerce (M. Com) (repated) from Mumbai University, with a rank holder
distinction from Sydenham College of Commerce and Economics. She also completed a government-recognized one-year
interior design course from Rachana Sansad, Mumbai. With a experience over 30 years, Ms. Nipa Gunvantlal Jain combines her
extensive experience in managing complex projects with her passion for equity investment and financial stewardship. As an
experienced equity investor and family office manager, she has a proven track record of excellence in both the interior design
and financial management sectors.
3. Ms. Chandni Sharma, Non-Executive Director, Age: 34 Years
Ms. Chandni Sharma, aged 34 years is the Non-Executive Director of our Company. She was originally appointed as Additional
Director w.e.f. January 16, 2024. Later appointed as Non-Executive Director w.e.f. March 13, 2024. She holds a degree of Bachelor
of technology in Electronics & Communication (B.Tech). Chandni brings a wealth of knowledge in SAP ABAP development
alongside extensive expertise in market analysis, trading strategies, and risk management. Known for her strong communication,
analytical, coding, and problem-solving skills, Chandni is adept at adapting to dynamic environments and driving successful
outcomes.
1364. Mr. Manish Wahi, Non-Executive & Independent Director, Age: 30 Years
Mr. Manish Wahi, aged 30 years is Non-Executive and Independent Director of our Company. He was appointed on the Board as
Independent Director w.e.f. April 8, 2024. He is a Chartered Accountant from the Institute of Chartered Accountants of India. He
has experience of 5 years as practicing Chartered Accountant. As the Independent Director of our Company, he is responsible for
providing his expertise & inputs in relation to finance and also ensuring that the board adheres to the required corporate governance
requirements. He has experience in the corporate consulting and advisor in Direct Tax Laws, Indirect Tax Laws, and Auditing
services.
5. Mr. Sachin Goyal, Non-Executive & Independent Director, Age: 32 Years
Mr. Sachin Goyal, aged 32 years is Non-Executive and Independent Director of our Company. He was appointed on the Board as
Independent Director w.e.f. April 8, 2024. He is a Company Secretary from the Institute of Chartered Accountants of India. He
has experience of 9 years as practicing Company Secretary. As the Independent Director of our Company, he is responsible for
providing his expertise & inputs in relation to areas in respect to Risk Management, Secretarial, Legal Compliance monitoring
system, shareholders & regulatory reporting, listing compliances & business planning. His specialization is in handling complex
assignments of Corporate Laws & Securities Law and is well exposed in dealing with various regulatory authorities like Registrar
of Companies (ROC), Regional Director (RD), National Company Law Tribunal (NCLT), Ministry of Corporate Affairs (MCA),
Official Liquidator (OL), Reserve Bank of India (RBI), Income Tax Department, (IT), Revenue Department, various other judicial
authorities etc.
Confirmations
• None of our Directors is or was a director of any listed company during the last five years preceding the date of this Prospectus,
whose shares have been or were suspended from being traded on the BSE or the NSE, during the term of their directorship in
such company.
• None of our Directors is or was a director of any listed company which has been or was delisted from any stock exchange
during the tenure of their directorship in such company.
• None of the above-mentioned Directors are on the RBI list of willful defaulters or fraudulent borrower as on the date of filling
of this Prospectus.
• Further, our Company, our Promoters, persons forming part of our Promoter Group, Directors and person in control of our
Company has/ have not been not debarred from accessing the capital market by SEBI or any other Regulatory Authority.
• There is no material regulatory or disciplinary action taken by a stock exchange or regulatory authority in the past one year in
respect of Directors and promoters of our company.
Except as disclosed in chapter titled “Outstanding Litigations and Material Developments” beginning on Page 190 of this
Prospectus, there is no criminal cases filed or being undertaken with regard to alleged commission of any offence by any of our
directors which also effected the business of our company and none of directors of our Company have or has been charge-sheeted
with serious crimes like murder, rape, forgery, economic offences etc.
Further, our Company, our Promoters, persons forming part of our Promoter Group, Directors and person in control of our
Company has/ have not been not debarred from accessing the capital market by SEBI or any other Regulatory Authority.
Nature of any family relationship between any of our directors:
None of the Directors of the Company are related to each other as per Sec 2 (77) of Companies Act, 2013.
Arrangements with major Shareholders, Customers, Suppliers or Others:
We have not entered into any arrangement or understanding with our major shareholders, customers, suppliers or others, pursuant
to which any of our directors were selected as Directors or members of the senior management.
Service Contracts:
The Directors of our Company have not entered into any service contracts with our company which provides for benefits upon
termination of their employment.
Details of Borrowing Powers of Directors
Our Company has passed a Special Resolution in the Extra-ordinary General Meeting of the members held on September 17,
2024 authorizing the Board of Directors of the Company under Section 180 (1) (c) of the Companies Act, 2013 to borrow from
137time to time all such money as they may deem necessary for the purpose of business of our Company notwithstanding that money
borrowed by the Company together with the monies already borrowed by our Company may exceed the aggregate of the paid-up
share capital, free reserves and securities premium provided that the total amount borrowed by the Board of Directors shall not
exceed the sum of Rs. 100 Crore (Rupees Hundred Crores only).
Compensation of our Managing Director and Whole Time Directors
The compensation payable to our Managing Director and Whole-time Directors will be governed as per the terms of their
appointment and shall be subject to the provisions of Sections 2(54), 2(94), 188,196,197,198 and 203 and any other applicable
provisions, if any of the Companies Act, 2013 read with Schedule V to the Companies Act,2013 and the rules made there under
(including any statutory modification(s) or re-enactment thereof or any of the provisions of the Companies Act, 1956, for the time
being in force).
The following compensation has been approved for Managing Director and Whole Time Director:
Particulars Mr. Gaurav Sharma
Re-Appointment / Change in Designation March 30, 2024*
Designation Chairman, Managing Director & CFO
Term of Appointment 5 Years
Remuneration Payable from FY 2024-25 Upto ₹24 Lakhs per annum
Remuneration paid for Year 2023-24 ₹24 Lakhs per annum
Remuneration from Group entity from year 2023-24 Not Applicable
* Approval in Board Meeting and approval of member in EGM was taken on April 08, 2024.
Bonus or Profit-Sharing Plan for our Directors
We have no bonus or profit-sharing plan for our directors.
Sitting Fee
The Articles of Association of our Company provides that payment of sitting fees to Directors (other than Managing Director &
Whole- Time Directors) for attending a meeting of the Board or a Committee thereof shall be decided by the Board of Directors
from time to time within the applicable maximum limits. Our Board of Directors has resolved in their meeting dated 30th March,
2024 for payment to all Non-Executive Independent Directors for attending each such meeting of the Board and Committee thereof
at the Rate of Rs. 7,000/-per Board Meeting and Rs. 4,000/-per Committee Meeting respectively.
SHAREHOLDING OF OUR DIRECTORS IN OUR COMPANY
Sr. No. Name of Director No. of Shares held Holding in %
1. Mr. Gaurav Sharma 2,54,212 1.81
None of the Independent Directors of the Company holds any Equity Shares of Company as on the date of this Prospectus
Our Articles of Association do not require our directors to hold any qualification Equity Shares in the Company.
INTEREST OF DIRECTORS
All the Directors may be deemed to be interested to the extent of fees payable to them for attending meetings of the Board of
Directors or a Committee thereof as well as to the extent of other remuneration and reimbursement of expenses payable to them
under the Articles, and to the extent of remuneration paid to them for services rendered as an officer or employee of the Company.
For further details, please refer- “Compensation of our Managing Director and Whole Time Directors” above, under chapter titled
“Our Management” beginning on page 134 of this Prospectus
Our directors may also be regarded as interested to their shareholding and dividend payable thereon, if any, Our Directors are also
interested to the extent of Equity Shares, if any held by them in our Company or held by their relatives.
Further our director may also be interested to the extent of unsecured loans, if any, given by them to our Company or by their
relatives or by the companies/ firms in which they are interested as directors/Members/Partners. Further our directors may also be
interested to the extent of loans, if any, taken by them or their relatives or taken by the companies/ firms in which they are interested
as Directors/Members/Partners.
138All Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by our
Company with any Company in which they hold Directorships or any partnership firm in which they are partners.
Except as stated otherwise in this Prospectus, our Company has not entered into any Contract, Agreements or Arrangements during
the preceding two years from the date of this Prospectusin which the Directors are interested directly or indirectly and no payments
have been made to them in respect of the contracts, agreements or arrangements which are proposed to be entered into with them.
Except as stated in this section “Our Management” or the section titled “Restated Financial Statement - Related Party Transactions”
beginning on page 134 and 158 respectively of this Prospectus, and except to the extent of shareholding in our Company, our
directors do not have any other interest in our business.
Interest in the property of Our Company
Except as disclosed above and in the chapters titled “Business Overview” and “Restated Financial Statement –Related Party
Transactions” and “History and Corporate Structure” on page 107, 158 and 130 respectively of this Prospectus, our Directors do not
have any interest in any property acquired two years prior to the date of this Prospectus.
CHANGES IN BOARD OF DIRECTORS IN LAST 3 YEARS
Sr. No. Name Date & Nature of Change Reasons for Change
Change in designation as an Executive Director w.e.f. To ensure better Corporate
1. Mr. Gaurav Sharma September 30, 2022. Governance
Change in designation as Non-Executive Director w.e.f. To ensure better Corporate
2. Ms. Nipa Jain
September 30, 2022. Governance
Due to personal and
3. Mrs. Meera Gupta Resignation w.e.f. July 08, 2023 as a director
unavoidable circumstances
Due to personal and
4. Mrs. Vidhi Gupta Resignation w.e.f. July 08, 2023 as a director
unavoidable circumstances
Change in designation as Non-Executive Director w.e.f. To ensure better Corporate
5. Ms. Chandni Sharma
March 13, 2024. Governance
Re-designated on the Board on March 30, 2024 as the
To ensure better Corporate
6. Mr. Gaurav Sharma Chairman, Managing Director & Chief Financial Officer Governance
of the Company.
To ensure better Corporate
7. Mr. Manish Wahi Appointed as Independent Director w.e.f. April 08, 2024. Governance
To ensure better Corporate
8. Mr. Sachin Goyal Appointed as Independent Director w.e.f. April 08, 2024. Governance
MANAGEMENT ORGANISATION STRUCTURE
The following chart depicts our Management Organization Structure: -
Mr.Gaurav Sharma
Managing Director &
Chief Financial Officer
Mrs. Nipa Gunvatlal Mr. Manish Wahi Mr. Sachin Goyal
Mrs. Chandni sharma Ms. Priynka
Jain Non Executive Non Executive
Non Executive Company Secretary &
Non Executive Director Independent Director Independent
Director ComplianceOfficer
Director Director Director
139COMPLIANCE WITH CORPORATE GOVERNANCE
In additions to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance, provisions of the
SEBI Listing Regulations will be applicable to our company immediately upon the listing of Equity Shares on the Stock
Exchanges. As on date of this Prospectus, as our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR)
Regulations, 2018 as amended from time to time, the requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 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 (LODR) Regulations,
2015 is not applicable to our Company, although we require to comply with requirement of the Companies Act, 2013 wherever
applicable. Our Company has complied with the corporate governance requirement, particularly in relation to appointment of
independent directors, woman director on our Board, constitution of an Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee.
Our Board has been constituted in compliance with the Companies Act and the SEBI Listing Regulations and in accordance with
the best practices in corporate governance. Our Board functions either as a full board or through various committees constituted
to oversee specific operational areas. The executive management provides our Board detailed reports on its performance
periodically.
Our Board of Directors consist of Five (5) directors of which two (2) are Independent Directors (as defined under Regulation
16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Our Company has constituted the
following committees:
Our Company has constituted the following Committees of the Board:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
4. IPO Committee
5. Internal Complaint Committee (ICC) under POSH Act
Details of each of these committees are as follows:
1. Audit Committee
Our Company has constituted an Audit Committee (“Audit Committee”), vide Board Resolution dated September 10, 2024 as per
the applicable provisions of the Section 177 of the Companies Act, 2013 and the constituted Audit Committee comprises following
members:
Name of the Director Status in Committee Nature of Directorship
Mr. Manish Wahi Chairman Non-Executive Independent Director
Mr. Sachin Goyal Member Non-Executive Independent Director
Mr. Gaurav Sharma Member Managing Director
The Company Secretary of our Company shall act as a Secretary to the Audit Committee. The Chairman of the Audit Committee
shall attend the Annual General Meeting of our Company to answer shareholder queries. The scope and function of the Audit
Committee and its terms of reference shall include the following:
A. Tenure: The Audit Committee shall continue to be in function as a committee of the Board until otherwise resolved by the
Board, to carry out the functions of the Audit Committee as approved by the Board.
B. Meetings of the Committee: The committee shall meet at least four times in a year and not more than 120 days shall elapse
between any two meetings. The quorum for the meeting shall be either two members or one third of the members of the
committee, whichever is higher but there shall be presence of minimum two independent members at each meeting.
C. Role and Powers: The Role of Audit Committee together with its powers as Part C of Schedule II of SEBI Listing Regulation,
2015 as amended and Companies Act, 2013 shall be as under:
1. Oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
1403. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board
for approval;
5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval, with
particular reference to;
➢ matters required to be included in the director’s responsibility statement to be included in the board’s report in terms
of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
➢ changes, if any, in accounting policies and practices and reasons for the same;
➢ major accounting entries involving estimates based on the exercise of judgment by management;
➢ significant adjustments made in the financial statements arising out of audit findings;
➢ compliance with listing and other legal requirements relating to financial statements;
➢ disclosure of any related party transactions;
➢ modified opinion(s) in the draft audit report;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights
issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document /
prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or
rights issue, and making appropriate recommendations to the board to take up steps in this matter;
7. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the listed entity with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing
and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including
the observations of the auditors and review of financial statement before their submission to the Board and may also discuss
any related issues with the internal and statutory auditors and the management of the company.
16. Discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;
17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;
19. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4) of
Companies Act 2013 or referred to it by the Board.
20. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of
non-payment of declared dividends) and creditors;
21. To review the functioning of the whistle blower mechanism;
22. Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person heading
the finance function) after assessing the qualifications, experience and background, etc., of the candidate; and;
14123. Audit committee shall oversee the vigil mechanism.
24. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.
25. Carrying out any other function as is mentioned in the terms of reference of the audit committee or containing into SEBI
Listing Regulations 2015.
Further, the Audit Committee shall mandatorily review the following:
a) Management discussion and analysis of financial condition and results of operations;
b) Statement of significant related party transactions (as defined by the audit committee), submitted by management;
c) Management letters / letters of internal control weaknesses issued by the statutory auditors;
d) Internal audit reports relating to internal control weaknesses; and
e) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit
committee.
f) Statement of deviations:
➢ Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1).
➢ Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in
terms of Regulation 32(7).
2. Stakeholders Relationship Committee
Our Company has constituted the Stakeholders Relationship Committee vide Resolution dated September 13, 2024. The constituted
Stakeholders Relationship Committee comprises the following:
Name of the Director Status in Committee Nature of Directorship
Mr. Sachin Goyal Chairman Non-Executive Independent Director
Mr. Manish Wahi Member Non-Executive Independent Director
Mr. Gaurav Sharma Member Managing Director
The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee. The scope and
function of the Stakeholders Relationship Committee and its terms of reference shall include the following:
A. Tenure: The Stakeholders Relationship Committee shall continue to be in function as a committee of the Board until
otherwise resolved by the Board, to carry out the functions of the Stakeholders Relationship Committee as approved by the
Board.
B. Meetings: The Stakeholders Relationship Committee shall meet at least once a year with maximum interval of four months
between two meetings and shall report to the Board on a quarterly basis regarding the status of redressal of complaints received
from the shareholders of the Company. The quorum shall be two members present.
C. Terms of Reference: Redressal of shareholders’ and investors’ complaints, including and in respect of:
➢ Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and
vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording
transfers have been fully utilized.
➢ Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;
➢ Review the process and mechanism of redressal of Shareholders’ /Investor’s grievance and suggest measures of
improving the system of redressal of Shareholders’ /Investors’ grievances.
➢ Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-
receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in
discharge of his duties.
➢ Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly
received and resolved them.
➢ Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider
Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading)
Regulations, 2015 as amended from time to time.
➢ Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution
passed by it in a duly conducted Meeting, and
➢ Carrying out any other function contained in the equity listing agreements as and when amended from time to time.
1423. Nomination and Remuneration Committee
Our Company has constituted the Nomination and Remuneration vide Resolution dated September 13, 2024. The Nomination and
Remuneration Committee comprise the following:
Name of the Director Status in Committee Nature of Directorship
Mr. Sachin Goyal Chairman Non-Executive Independent Director
Mr. Manish Wahi Member Non-Executive Independent Director
Mrs. Chandni Sharma Member Non-Executive Director
The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee. The scope and
function of the Committee and its terms of reference shall include the following:
A. Tenure: The Nomination and Remuneration Committee shall continue to be in function as a committee of the Board until
otherwise resolved by the Board.
B. Meetings: The committee shall meet as and when the need arises for review of Managerial Remuneration. The quorum for the
meeting shall be one third of the total strength of the committee or two members, whichever is higher. The Chairperson of the
nomination and remuneration committee may be present at the annual general meeting, to answer the shareholders queries;
however, it shall be up to the chairperson to decide who shall answer the queries.
C. Role of Terms of Reference:
➢ Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the
criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s
performance;
➢ Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to
the Board a policy relating to the remuneration for directors, KMPs and other employees;
➢ Formulation of criteria for evaluation of performance of independent directors and the board of directors;
➢ Devising a policy on diversity of board of directors;
➢ Whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors;
➢ Determine our Company’s policy on specific remuneration package for the Managing Director / Executive Director
including pension rights;
➢ Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors;
➢ Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the
performance and determine the amount of incentive of the Executive Directors for that purpose.
➢ Decide the amount of Commission payable to the Whole Time Directors;
➢ Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of
the Company, standards prevailing in the industry, statutory guidelines etc; and
➢ To formulate and administer the Employee Stock Option Scheme.
4. IPO Committee
Our Company has constituted the IPO Committee vide Resolution dated September 13, 2024. The Nomination and Remuneration
Committee comprise the following:
Name of the Director Status in Committee Nature of Directorship
Mr. Gaurav Sharma Chairman Managing Director
Mr. Manish Wahi Member Non-Executive Director
Miss. Chandni Sharma Member Non-Executive Director
Ms. Priyanka Secretary Company Secretary
The Company Secretary shall act as the secretary of the IPO Committee.
The terms of reference of the IPO Committee include the following:
a. Approving amendments to the memorandum of association and the articles of association of the Company;
b. Finalizing and arranging for the submission of the RHP, the Prospectus and any amendments, supplements, notices or
143corrigenda thereto, to appropriate government and regulatory authorities, institutions or bodies;
c. Approving a code of conduct as may be considered necessary by the Board or the IPO Committee or as required under
Applicable Laws for the Board, officers of the Company and other employees of the Company;
d. Approving a code of conduct as may be considered necessary by the Board or the IPO Committee or as required under
Applicable Laws for the Board, officers of the Company and other employees of the Company;
e. Issuing advertisements as it may deem fit and proper in accordance with Applicable Laws;
f. Deciding on the size and all other terms and conditions of the Issue and/or the number of Equity Shares to be issued in the
Issue, including any rounding off in the event of any oversubscription as permitted under Applicable Laws;
g. Taking all actions as may be necessary or authorized in connection with the Issue;
h. Appointing and instructing book running lead manager, syndicate members, bankers to the Issue, the registrar to the Issue,
bankers of the Company, managers, underwriters, guarantors, escrow agents, accountants, auditors, legal counsel,
depositories, trustees, custodians, credit rating agencies, monitoring agencies, advertising agencies and all such persons or
agencies as may be involved in or concerned with the Issue and whose appointment is required in relation to the Issue,
including any successors or replacements thereof;
i. Opening bank accounts, share/securities accounts, escrow or custodian accounts, in India or abroad, in Rupees or in any
other currency, in accordance with Applicable Laws;
j. Entering into agreements with, and remunerating all the book running lead manager, syndicate members, placement agents,
bankers to the Issue, the registrar to the Issue, bankers of the Company, managers, underwriters, guarantors, escrow agents,
accountants, auditors, legal counsel, depositories, trustees, custodians, credit rating agencies, monitoring agencies,
advertising agencies, and all other agencies or persons as may be involved in or concerned with the Issue, including any
successors or replacements thereof, by way of commission, brokerage, fees or the like;
k. Seeking the listing of the Equity Shares on the Stock Exchanges, submitting listing application to the Stock Exchanges
and taking all such actions as may be necessary in connection with obtaining such listing, including, without limitation,
entering into the listing agreement with the Stock Exchanges;
l. Seeking, if required, the consent of the Company’s lenders, parties with whom the Company has entered into various
commercial and other agreements, all concerned government and regulatory authorities in India or outside India, and any
other consents that may be required in connection with the Issue;
m. Submitting undertaking/certificates or providing clarifications to the SEBI and the Stock Exchanges;
n. Determining the price at which the Equity Shares are issued to investors in the Issue in accordance with Applicable Laws,
in consultation with the book running lead manager and/or any other advisors, and determining the discount, if any,
proposed to be issued to eligible categories of investors;
o. Determining the price band and minimum lot size for the purpose of bidding in accordance with applicable laws, any
revision to the price band and the final Issue price after bid closure;
p. Determining the bid/issue opening and closing dates;
q. Finalizing the basis of allocation of Equity Shares to retail investors/non-institutional investors/qualified institutional
buyers and any other investor in accordance with the applicable laws and in consultation with the book running lead
manager, the Stock Exchanges;
r. Opening with the bankers to the Issue, escrow collection banks and other entities such accounts as are required under
Applicable Laws;
s. To issue receipts/allotment letters/confirmations of allotment notes either in physical or electronic mode representing the
underlying equity shares in the capital of the Company with such features and attributes as may be required and to provide
for the tradability and free transferability thereof as per market practices and regulations, including listing on one or more
stock exchange(s), with power to authorise one or more officers of the Company to sign all or any of the aforesaid
documents;
t. Severally authorizing (“Authorized Officer”), for and on behalf of the Company, to execute and deliver, on a several basis,
any agreements and arrangements as well as amendments or supplements thereto that the Authorized Officer considers
necessary, desirable or expedient, in connection with the Issue, including, without limitation, engagement letters,
memorandum of understanding, the listing agreement with the stock exchange, the registrar’s agreement, the depositories’
agreements, the issue agreement with the book running lead manager (and other entities as appropriate), the underwriting
agreement, the syndicate agreement, the cash escrow agreement, the share escrow agreement, confirmation of allocation
notes, the advertisement agency agreement and any undertakings and declarations, and to make payments to or remunerate
by way of fees, commission, brokerage or the like or reimburse expenses incurred in connection with the Issue, the book
running lead manager, syndicate members, placement agents, bankers to the Issue, registrar to the Issue, bankers of the
Company, managers, underwriters, guarantors, escrow agents, accountants, auditors, legal counsel, depositories, trustees,
144custodians, credit rating agencies, monitoring agencies, advertising agencies, and all such persons or agencies as may be
involved in or concerned with the Issue including any successors or replacements thereof; and any such agreements or
documents so executed and delivered and acts, deeds, matters and things done by any such Authorized Officer shall be
conclusive evidence of the authority of the Authorized Officer and the Company in so doing;
u. Severally authorizing the Authorized Officers to take any and all action in connection with making applications, seeking
clarifications and obtaining approvals (or entering into any arrangement or agreement in respect thereof) in connection
with the Issue, including, without limitation, applications to, and clarifications or approvals from the GoI, the SEBI, the
RoC, and the Stock Exchanges and that any such action already taken or to be taken is hereby ratified, confirmed and/or
approved as the act and deed of the Authorized Officer and the Company, as the case may be;
v. Severally authorizing the Authorized Officers, for and on behalf of the Company, to execute and deliver any and all
documents, papers or instruments and to do or cause to be done any and all acts, deeds, matters or things as any such
Authorized Officer may deem necessary, desirable or expedient in order to carry out the purposes and intent of the
foregoing resolutions or the Issue; and any documents so executed and delivered or acts, deeds, matters and things done
or caused to be done by any such Authorized Officer shall be conclusive evidence of the authority of such Authorized
Officer and the Company in so doing and any such document so executed and delivered or acts, deeds, matters and things
done or caused to be done by any such Authorized Officer prior to the date hereof are hereby ratified, confirmed and
approved as the act and deed of the Authorized Officer and the Company, as the case may be; and
w. Executing and delivering any and all documents, papers or instruments and doing or causing to be done any and all acts,
deeds, matters or things as the IPO Committee may deem necessary, desirable or expedient in order to carry out the
purposes and intent of the foregoing resolutions or the Issue; and any documents so executed and delivered or acts, deeds,
matters and things done or caused to be done by the IPO Committee shall be conclusive evidence of the authority of the
IPO Committee in so doing.
5. Internal Complaint Committee (ICC)
Our Company has constituted the 5. Internal Complaint Committee (ICC) vide Board Resolution dated January 07, 2025.
The Internal Complaint Committee (ICC) comprise the following:
Name Status in Committee Designation in Company
Miss. Chandni Sharma Presiding Officer Non-Executive Director
Ms. Priyanka Member Company Secretary & Compliance officer
Mr. Gaurav Sharma Member Chairman, Managing Director & CFO
Mr. Nilesh Kumar Member Outsider member of ICC
The Committee shall function in accordance with the roles, powers, and responsibilities as prescribed under the POSH Act and the
internal policies of the Company, ensuring fair and timely resolution of complaints.
POLICY ON DISCLOSURES AND INTERNAL PROCEDURE FOR PREVENTION OF INSIDER TRADING
The provisions of regulation 9(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 will be applicable to our Company
immediately upon the listing of its Equity Shares on the SME platform of BSE. We shall comply with the requirements of the
SEBI (Prohibition of Insider Trading) Regulations, 2015 on listing of Equity Shares on stock exchanges.
The Company Secretary & Compliance Officer will be responsible for setting forth policies, procedures, monitoring and adherence
to the rules for the preservation of price sensitive information and the implementation of the Code of Conduct under the overall
supervision of the Board.
COMPLIANCE WITH SME LISTING REGULATIONS
The provisions of the SEBI (Listing Obligation and Disclosures) Regulations, 2015 will be applicable to our Company
immediately upon the listing of Equity Shares of our Company on SME Platform of BSE.
Our Key Managerial Personnel
Our Company is supported by a well-laid team having good exposure to various operational aspects of our line of business. A brief
about the Key Managerial Personnel of our Company is given below:
145Name, Designation & Educational Age Date of joining as Compensation paid Over all Previous
Qualification (Year) KMP for the F.Y. ended experience employment
2024 (in Rs Lakhs) (in years)
Name: Mr. Gaurav Sharma
Designation: Chairman, Managing
Director & CFO
Chairman and
Managing Director
Qualification: Master of Science in
36 and CFO 24.00 13 Years NA
International Finance
w.e.f. March 30,
2024
Remuneration in last FY 2024-25: 24
Lakhs p.a.
Name: Ms. Priyanka
Designation: Company Secretary
& Compliance Officer Appointed on
28 May 01, 2024 6.00 3 Years NA
Qualification: Company Secretary
Remuneration in last FY 2024-25: 6
Lakhs p.a. ___________________
BRIEF PROFILE OF KEY MANAGERIAL PERSONNEL
1. Mr. Gaurav Sharma, Chairman cum Managing Director, Age: 36 Years
Mr. Gaurav Sharma, aged 36 years is Chairman, Managing Director, Chief Financial Officer, and also the Promoter of our
Company. He was appointed on the Board on March 30, 2024 as the Chairman, Managing Director & Chief Financial Officer of
the Company for a period of 5 years. He holds a Master of Science in International Finance from the University of Westminster,
where he graduated with distinction in October 2010. This academic background has equipped him with the necessary theoretical
framework to excel in the dynamic world of finance. With a total experience of 13 years, Gaurav Sharma brings a wealth of
knowledge and expertise to the table. Throughout his career, he has demonstrated a deep understanding of international finance
and business operations. He is a seasoned professional with a strong foundation in international finance. His academic
achievements, coupled with over a decade of hands-on experience, reflect his dedication to continuous learning and professional
development. Gaurav's strategic vision and leadership skills have played a pivotal role in driving the success of the company.
2. Ms. Priyanka, Company Secretary and Compliance Officer, Age: 28 Years
Ms. Priyanka is a qualified Company Secretary by profession with a Background in Commerce. She has proficiency in navigating
the ramifications of the Companies Act, SEBI Regulations and other pertinent laws and having specialized expertise in Secretarial
functions, coupled with a proven aptitude for drafting. She looks after the secretarial matters of our Company. She has worked as
an Associate Company secretary in a PCS Firm. Prior to that she completed her training partial at NKJ & Associates, a PCS firm
and partial at Ansal Housing Limited, a listed Company. With her experience during her employment and training she has gained
valuable expertise in handling various assignments related to fund raising in public companies, Corporate Governance and matters
under the Companies Act, further, enhancing her expertise in these areas.
RELATIONSHIP BETWEEN KEY MANAGERIAL PERSONNEL
None of the KMP of the Company are related to each other as per Sec 2 (77) of Companies Act, 2013.
We confirm that:
a. All the persons named as our Key Managerial Personnel above are the permanent employees of our Company.
b. There is no understanding with major shareholders, customers, suppliers or any others pursuant to which any of the above
mentioned Key Managerial Personnel have been recruited.
c. None of our KMPs except Mr. Gaurav Sharma are also part of the Board of Directors.
d. Except for the terms set forth in the appointment Letters the Key Managerial Personnel have not entered into any other
contractual arrangements or service contracts (including retirement and termination benefits) with the issuer.
e. Our Company does not have any bonus/profit sharing plan for any of the Key Managerial Personnel.
146f. None of the Key Managerial Personnel in our Company hold any shares of our Company as on the date of filing of this
Prospectusexcept as under:
Sr. No. Name of KMP No. of Shares held Holding in %
1. Mr. Gaurav Sharma 2,54,212 1.81%
g. Presently, we do not have ESOP/ESPS scheme for our employees.
h. The employees’ turnover of the KMPs in the Company is not high, compared to the Industry to which our Company belongs.
Payment of Benefits to Officers of our Company (non-salary related)
Except for any statutory payments made by our Company upon termination of services of its officer or employees, our Company
has not paid any sum, any non-salary amount or benefit to any of its officers or to its employees including amounts towards super
annuations, ex-gratia/rewards.
Changes in the Key Managerial Personnel in last three years:
There have been no changes in the Key Managerial Personnel of our Company during the last three years except as stated below:
Sr. Date of Appointment/
No. Name Designation Cessation/Promotion/ Transfer Reasons
Change in designation Change in designation as an Executive To ensure better
1. Mr. Gaurav Sharma as an Executive Director Director w.e.f. September 30, 2022. Corporate Governance
Chairman, Managing Appointed on the Board on March 30,
To ensure better
2. Mr. Gaurav Sharma Director & Chief 2024 as the Chairman, Managing Corporate Governance
Director & Chief Financial Officer.
Financial Officer
Due to personal and
3. Mrs. Meera Gupta Executive Director Resigned from the post on July 8, 2023 unavoidable
circumstances
Company Secretary &
Due to pre-occupation
4. Ms. Shruti Agnihotri Compliance Officer Resigned w.e.f. April 30, 2024.
Company Secretary & To ensure better
5. Ms. Priyanka Compliance Officer Appointed w.e.f. May 1, 2024. Corporate Governance
INTEREST OF KEY MANAGERIAL PERSONNEL IN OUR COMPANY
Apart from shares held in the Company, and to the extent of remuneration allowed and reimbursement of expenses incurred by
them for or on behalf of the Company and to the extent of loans and advances made to or borrowed from the Company, none of
our Key managerial personal are interested in our Company.
Except as provided in this Prospectus, we have not entered into any contract, agreement or arrangement during the preceding 2
(two) years from the date of this Prospectusin which the Key Managerial Personnel 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.
For the details unsecured loan taken from or given to our Directors/KMPs and for details of transaction entered by them in the past
please refer to “Annexure J - Statement of Related Party Transaction” under chapter “Restated Financial Statement” on page 158
of this Prospectus.
OTHER BENEFITS TO OUR KEY MANAGERIAL PERSONNEL
Except as stated in this Prospectus, there are no other benefits payable to our Key Managerial Personnel.
EMPLOYEES
The details about our employees appear under the Paragraph titled ―Human Resource in Chapter Titled ― Business Overview
beginning on page 107 of this Prospectus.
147OUR PROMOTERS & PROMOTER GROUP
Mr. Gaurav Sharma and Arika Securities Private Limited are the Promoters of our Company.
As on the date of this Prospectus, Mr. Gaurav Sharma and Arika Securities Private Limited Promoters collectively hold an
aggregate of 78,18,316 Equity Shares which constitute 55.80% of the issued, subscribed and paid-up pre-issue Equity Share capital of
our Company. Our Promoters and Promoter Group will continue to hold the majority of our post- Issue paid-up equity share capital
of our Company.
Details of our Promoter: -
Individual Promoter
Mr. Gaurav Sharma, Chairman, Managing Director, & CFO
Mr. Gaurav Sharma, aged 36 years is Chairman, Managing Director, Chief
Financial Officer, and also the Promoter of our Company. He was re-designated on
the Board on March 30, 2024 as the Chairman, Managing Director & Chief Financial
Officer of the Company for a period of 5 years. He holds a Master of Science in
International Finance from the University of Westminster, where he graduated with
distinction in October 2010. This academic background has equipped him with the
necessary theoretical framework to excel in the dynamic world of finance.
With a total experience of 13 years, Gaurav Sharma brings a wealth of knowledge
and expertise to the table. Throughout his career, he has demonstrated a deep
understanding of international finance and business operations. He is a seasoned
professional with a strong foundation in international finance. His academic
achievements, coupled with over a decade of hands-on experience, reflect his
dedication to continuous learning and professional development. Gaurav's strategic
vision and leadership skills have played a pivotal role in driving the success of the
company.
Qualification Master of Science in International Finance
Date of Birth 30/08/1987
Age 36 Years
Address C-505, Yojna Vihar, East Delhi, Delhi – 110092
Experience 13 Years
Occupation Business
Permanent Account Number BESPS0859C
Passport Number S0986697
Driving License Number DL-1320080003480
No. of Equity Shares held [% 2,54,212 Equity Shares of ₹ 10 each; 1.81% of
of Shareholding (Pre-Issue)] Pre- Issue Paid up capital
DIN 01650857
Other Interests Companies:
1. Narayan Capital Private Limited
2. Narayan Comtrade Private Limited
148Corporate Promoter
Arika Securities Private Limited (“Arika Securities”)
Corporate Information
Arika Securities was incorporated as a private limited company on May 31, 2021, under the Companies Act, 2013 and has its
registered office at Unit No. 617, Sixth Floor, X-CHANGE PLAZA of Dalal Street, Commercial Co-Operative Society Limited,
Road - 5E, Block-53, Zone-5, Gift City, Gandhinagar, Gujarat- 382050. It’s CIN is U65990GJ2021PTC122955.
Shareholding of Arika Securities
The following table sets forth details of the shareholding pattern of Arika Securities, as on the date of this Prospectus:
Sr No Name of the Shareholding PAN No. Number of Shares Amount (in Rs.) % of Holding
1 Vijay Girdharlal Vora AABPV0533C 24,00,000 2,40,00,000.00 17.14
2 Suresh Vora AAAPV4126C 23,10,000 2,31,00,000.00 16.50
3 R. A. Maxx Private Limited AAKCR1961N 20,90,000 2,09,00,000.00 14.93
4 Rajesh Modi AFWPM7742N 11,55,000 1,15,50,000.00 8.25
5 Manju Bihani AECPB6349D 8,00,000 80,00,000.00 5.71
6 Dwani Ronak Mehta BKTPS3269R 7,70,000 77,00,000.00 5.50
7 Himani Rushabh Shah AYXPS3814P 7,70,000 77,00,000.00 5.50
8 Shyam Bihani ADVPB4175F 6,00,000 60,00,000.00 4.29
9 Columbus Stock Broking LLP AAJFC9285G 5,70,000 57,00,000.00 4.07
10 Nikki Vijay Vora AISPV8640D 5,40,000 54,00,000.00 3.86
11 Nimesh Shyam Sundar Bihani BLEPB4492B 5,25,000 52,50,000.00 3.75
12 Ravi Bihani AUXPB4384P 5,25,000 52,50,000.00 3.75
13 Dharmil Rajesh Modi DHBPM5237G 3,15,000 31,50,000.00 2.25
14 Bhavya Suresh Vora AIMPV0764C 3,15,000 31,50,000.00 2.25
15 Kesha Ankit Choksi AIMPV0765D 3,15,000 31,50,000.00 2.25
Total 1,40,00,000 14,00,00,000.00 100
Board of Directors of Arika Securities
DIN Name Designation Date of Appointment
00385837 Bharti Suresh Vora Director 20/09/2021
00333431 Rajesh Harsukhlal Modi Director 20/09/2021
09189410 Nimesh Shyam Sundar Bihani Director 31/05/2021
09189411 Dharmil Rajesh Modi Director 31/05/2021
09189412 Bhavya Suresh Vora Director 31/05/2021
03535162 Nikki Vijay Vora Director 31/05/2021
08755471 Dwani Ronak Mehta Director 31/05/2021
Financial Performance
(Rs. in Lakhs)
Particulars FY 2023-24 FY 2022-23 FY 2021-22
Total Income 4849.17 5,619.59 2,646.24
Profit after Tax 284.13 557.62 840.40
Equity Capital 1400.00 300.00 300.00
Reserves & Surplus (excluding revaluation reserve) 8282.14 1,398.01 840.40
Net worth 9682.14 1.698.01 1.140.40
NAV per share (Rs.) 69.16 56.60 38.01
Earnings per share (EPS) (Rs.) (Basic & Diluted) 2.03 18.59 28.01
No. of Equity Shares of Rs. 10/- each (In numbers) 140 30 30
149Our Company confirms that PAN, bank account number(s), company registration number and the address of the registrar of
companies where Arika Securities is registered shall be submitted to the Stock Exchanges at the time of filing the Prospectus
with the Stock Exchanges.
Declaration
We confirm that the Permanent Account Number, Bank Account Number(s), Aadhar Card Number, Passport Number and Driving
License number of our promoter which are available have been submitted to BSE Ltd. at the time of filing of Prospectus with
them.
Present Promoters of Our Company are Mr. Gaurav Sharma and Arika Securities Private Limited who were not the Initial
subscribers to the MoA of our Company. For details of the shareholding acquired by the current promoters of our Company refer
the capital buildup of our Promoter under chapter “Capital Structure” beginning on page 56 of this Prospectus.
Undertaking/ Confirmations
None of our Promoters or Promoter Group or Group Company or person in control of our Company has been:
i. Prohibited or debarred from accessing or operating in the capital market or restrained from buying, selling or dealing
in securities under any order or direction passed by SEBI or any other authority or
ii. Refused listing of any of the securities issued by such entity by any stock exchange, in India or abroad.
No material regulatory or disciplinary action is taken by any by a stock exchange or regulatory authority in the past one year in
respect of our Promoters, Group Company and Company promoted by the promoters of our company.
There are no defaults in respect of payment of interest and principal to the debenture / bond / fixed deposit holders, banks, FIs by
our Company, our Promoters, Group Company and Company promoted by the promoters during the past three years.
The litigation record, the nature of litigation, and status of litigation of our Company, Promoters, Group company and Company
promoted by the Promoters are disclosed in chapter titled “Outstanding Litigations and Material Developments” beginning on
page 190 of this Prospectus.
None of our Promoters, person in control of our Company are or have ever been a promoter, director or person in control of any
other company which is debarred from accessing the capital markets under any order or direction passed by the SEBI or any other
authority.
Further, neither our Promoters, the promoter group members nor our Group Company have been declared as a willful defaulter or
a fraudulent borrower by the RBI or any other government authority nor there are any violations of securities laws committed by
them in the past and no proceedings for violation of securities laws are pending against them.
Common Pursuits/ Conflict of Interest
Except below, there are no other entity/ Group Companies which are engaged in similar line of business as our Company as on
date of this Prospectus.
1. Arika Securities Private Limited
We shall adopt the necessary procedures and practices as permitted by law to address any conflicting situations, as and when they
may arise.
Interest in promotion of Our Company
The Promoters are interested to the extent of their shareholding in the Company, and any dividend and distributions which may be
made by the Company in future. The related party transactions are disclosed in “Restated Financial Statements” and “Our
Management – Interest of Directors” and “Our Management – Interest of Key Managerial Personnel” on pages 158 & 134 & 134
of this Prospectus, respectively.
Interest in the property of Our Company
Except as mentioned in this Prospectus, our Promoters do not have any other interest in any property acquired by our Company
in a period of two years before filing of this Prospectusor proposed to be acquired by us till date of filing the Prospectus with
RoC.
Other Interest of Promoters
150Our Promoter is interested to the extent of their shareholding and shareholding of their relatives in our Company. Our Promoter
Mr. Gaurav Sharma who is also the Managing Director and CFO respectively of our Company may be deemed to be interested
to the extent of their remuneration, as per the terms of their appointment and reimbursement of expenses payable to them. Our
Promoters may also be deemed interested to the extent of any unsecured loan given/taken by them to/from our Company.
For transaction in respect of loans and other monetary transaction entered in past please refer chapter titled “Restated Financial
Statements” on page 158 of this Prospectus.
Except as stated otherwise in this Prospectus, our Company has not entered into any contract, agreements or arrangements during
the preceding two years from the date of this Prospectusor proposes to enter into any such contract in which our Promoter are
directly or indirectly interested and no payments have been made to them in respect of the contracts, agreements or arrangements
which are proposed to be made with them.
Experience of Promoters in the line of business
Our Promoter Mr. Gaurav Sharma have experience of 13 years. The Company shall also endeavor to ensure that relevant
professional help is sought as and when required in the future.
Related Party Transactions
For the transactions with our Promoter Group entities please refer to chapter titled “Restated Financial Statements” on page 158
of this Prospectus.
Except as stated in chapter titled “Restated Financial Statements” on page 158 of this Prospectus., and as stated therein, our
Promoters or any of the Promoter Group do not have any other interest in our business.
Payment or Benefit to Promoters of Our Company
For details of payments or benefits paid to our Promoters, please refer to the chapter titled “Our Management” beginning on page
123 of this Prospectus. Also refer “Restated Statement of Related Party Transactions” under chapter titled “Restated Financial
Statements” on page 158 of this Prospectus.
Companies / Firms from which the Promoter have disassociated themselves in the last (3) three years
Except for as mentioned below, none of our Promoters has disassociated themselves from any of the Companies, Firms or other
entities during the last three years preceding the date of this Prospectus.
Company Name Designation Date of appointment Date of cessation
Dita Comtrade Limited Director 6th August, 2012 13th November, 2021
Other ventures of our Promoters
Save and except as disclosed in this section titled “Our Promoters and Promoter Group” and “Information in respect of Group
Companies” beginning on page 148 & 152 respectively of this Prospectus, there are no ventures promoted by our Promoters in
which they have any business interests/ other interests as on date of this Prospectus.
Litigation details pertaining to our Promoters
For details on litigations and disputes pending against the Promoters and defaults made by the Promoters please refer to the
section titled “Outstanding Litigations and Material Developments” beginning on page 190 of this Prospectus.
151OUR PROMOTER GROUP
In addition to the Promoters named above, the following natural persons are part of our Promoter Group:
1. Natural Persons who are part of the Promoter Group
The natural persons who are part of the Promoter Group, other than our individual Promoter, are as follows:
Relationship Mr. Gaurav Sharma
Father Prem Narain Sharma
Mother Maya Sharma
Spouse Anchal Sharma
Brother NA
Sister NA
Son Aveer K Sharma
Daughter Veda Sharma
Spouse’s Father Rajinder Sharda
Spouse’s Mother Anu Sharda
Spouse’s Brother Prithvi Sharda
Spouse’s Sister Sakshi Sharda
2. Corporate Entities or Firms forming part of the Promoter Group
Arika Securities Private
Relationship with Promoter Mr. Gaurav Sharma
Limited
Comm Global Private Limited
Any company in which 20% or more of the share capital
is held by the promoter or an immediate relative of the Narayan Capital Private Limited
promoter or a firm or HUF in which the promoter or any NA
one or more of his immediate relatives is a member Narayan Comtrade Private
Limited
Any company in which a company (mentioned above)
holds 20% of the total holding NA NA
Any HUF or firm in which the aggregate share of the
promoter and his immediate relatives is equal to or more
NA NA
than 20% of the total holding
Subsidiary or holding company of such body corporate
NA NA
Any body corporate in which the promoter holds twenty
per cent. or more of the equity share capital; and/or any
body corporate which holds twenty per cent. or more of NA NA
the equity share capital of the promoter
In view of the above, the entities forming part of the Promoter Group, other than our corporate Promoter, are as follows:
1. All persons whose shareholding is aggregated under the heading "shareholding of the promoter group: NA
Details of Promoter Group Companies
1. Comm Global Private Limited
Corporate Information
Comm Global was incorporated as a private limited company on September 24, 2014, under the Companies Act, 2013 and has
its registered office at S.NO. 2672/1, Jat Wara, Naya Bazar, Delhi - 110006. It’s CIN is U51909DL2014PTC271842.
152Main Object of the company
1. To carry on the business of trading, import, export in agricultural products, cereals, pulses, metals including precious metals,
precious stones, diamonds, petroleum and energy products and all other commodities and securities, in physical form, in
spot markets and in future and all kinds of derivatives of all the above commodities and securities.
2. To carry on the business as brokers, sub brokers, market makers, arbitragers, investors and/or hedgers in agriculture
products, metals including precious metals, precious stones, diamonds, petroleum and energy products and all other
commodities and securities, in spot market and in futures and all kinds of derivatives of all the above commodities and
securities permitted under the law of India.
3. To become members and participate in trading, settlement and other activities of commodity exchange/s (including national
and multi-commodity exchange/s) facilitating, for itself or for clients trades and clearing/settlements of trades in spots, in
futures, in derivatives of all the above commodities permitted under the law of India.
4. To buy, sell, take, hold, deal in, convert, modify, add, value, transfer or otherwise dispose of commodities and commodity
derivatives and to carry on the above business in India and abroad for and on behalf of the company as well as for others.
5. To do the business of warehousing, hedging, trading and broking of all commodities including agricultural products, metals,
precious stones, diamonds, petroleum and energy products and all other commodities and all kind of derivatives of
commodities in spot as well as in future markets.
6. To carry on business as brokers and traders in all commodities and commodity derivatives, and to act as market makers,
finance brokers, sub-brokers, underwriters, sub-underwriters, providers of service for commodity related activities.
7. To apply for and obtain registration as Commodities Broker or Member of any Commodities Exchange anywhere in India
and abroad.
Shareholding of Comm Global
The following table sets forth details of the shareholding pattern of Comm Global, as on the date of this Prospectus:
Sr No Name of the Shareholding Number of Shares Amount (in Rs.) % of Holding
1. Chandni Sharma 50,000 5,00,000.00 50
2. Anchal Sharma 50,000 5,00,000.00 50
Total 1,00,000 10,00,000 .00 100
Board of Directors of Comm Global
DIN Name Designation Date of Appointment
07227240 Chandni Sharma Director 31/12/2014
08595978 Anchal Sharma Director 08/11/2019
Financial Performance
(Rs. in Lakhs)
Particulars FY 2023-24 FY 2022-23 FY 2021-22
Total Income 0.97 0.55 0.20
Profit after Tax (0.14) 0.01 (0.17)
Equity Capital 10.00 10.00 10.00
Reserves & Surplus (excluding revaluation reserve) 2.00 2.15 2.13
Net worth 12.00 12.15 12.13
NAV per share (Rs.) 12.00 12.15 12.13
Earnings per share (EPS) (Rs.) (Basic & Diluted) (0.15) 0.02 (0.18)
No. of Equity Shares of Rs. 10/- each 1 1 1
1532. Narayan Capital Private Limited
Corporate Information
Narayan Capital was incorporated as a private limited company on August 19, 2004, under the Companies Act, 1956 and has its
registered office at A-28, 1st Floor, Jhilmil Industrial Area, Shahdara, Delhi, India, 110095. It’s CIN is
U67190DL2004PTC128461.
Main Object of the company
1. To carry on the business as stock brokers, Share Brokers, debts securities brokers, commodities brokers, Investments
Brokers, and to act as a member of any stock exchange and commodities exchange.
2. To act as Registrars, Merchant Bankers, Managers, Co-Managers, Advisors, and Market Makers for the corporate bodies
for their issue of capital bonds and debentures, convertible or non-convertible, or any other issue, both rights, and public,
and to underwrite such issue.
3. To provide online internet trading service for dealing in all forms of tradable securities and commodities including shares,
debentures, bonds, unit certificates, depository receipts, derivatives future and options, commodities, commodities
derivatives or any other instrument which may be permitted by the Securities & Exchange Board of India, MCX, NCDEX
and other concerned authority(ies).
4. To act as financial consultant and as a financial wizard in the matters related to the business of stock market.
5. To carry on in India in the business of an investment consultants in its all branches and to sale, purchase, exchange,
subscribe, acquire, undertake, underwrite, hold, auction, convey, or otherwise, to deal in all types of commodities, shares,
securities, stocks, bonds fully convertible debentures, partly convertible debentures stocks, warrants, certificates, mortgages,
obligations, call money deposits, commercial papers and other similar instruments whether issued by government, semi-
government, local authorities, public sector undertakings, companies, corporations, co-operative societies, and other similar
organizations national & international levels.
6. To carry operations as Depository Participant.
Shareholding of Narayan capital
The following table sets forth details of the shareholding pattern of Narayan capital , as on the date of this Prospectus:
Sr No Name of the Shareholding Number of Shares Amount (in Rs.) % of Holding
1. Aman Kaushik 12,10,000 1,21,00,000.00 34.09
2. Gaurav Sharma 10,65,000 1,06,50,000.00 30.00
3. Kamlesh Sharma 5,50,000 50,50,000.00 15.49
4. Pawan Kumar Sharma (HUF) 3,60,000 36,00,000.00 10.14
5. Chandni Sharma 3,00,000 30,00,000.00 8.45
6. Prem Narain Sharma HUF 65,000 6,50,000.00 1.83
Total 35,50,000 35,50,000.00 100.00
Board of Directors of Narayan capital
DIN Name Designation Date of Appointment
01650857 Gaurav Sharma Director 17-12-2012
03013880 Aman Kaushik Director 24-03-2010
07707451 Maya Sharma Director 29-03-2017
10848278 Sagar Sharma Director 13-12-2024
Financial Performance
(Rs. in Lakhs)
Particulars FY 2023-24 FY 2022-23 FY 2021-22
Total Income 153.53 85.92 98.30
Profit after Tax 37.22 19.83 18.95
Equity Capital 355.00 310.00 310.00
154Reserves & Surplus (excluding revaluation reserve) 197.25 139.77 119.93
Net worth 552.25 449.77 429.93
NAV per share (Rs.) 21.89 14.50 13.86
Earnings per share (EPS) (Rs.) (Basic & Diluted) 1.18 0.64 0.61
No. of Equity Shares of Rs. 10/- each 35.5 31 31
3. Narayan Comtrade Private Limited
Corporate Information
Narayan Comtrade was incorporated as a private limited company on May 14, 2007, under the Companies Act, 1956 and has its
registered office at 2672, 2nd Floor Gali Jatwara, Naya Bazar, Delhi, 110006. It’s CIN is U01407DL2007PTC163355.
Main Object of the company
1. To carry on the business of trading in agricultural products, metals including precious metals, precious stones, diamonds,
petroleum and energy products and all other commodities in spot markets and in future and all kinds of derivatives of all
the above commodities.
2. To carry on the business as brokers, sub brokers, market makers, arbitragers, investors and/ or hedgers in agriculture
products, metals including precious metals, precious stones, diamonds, petroleum and energy products and all other
commodities, in spot market and in futures and all kinds of derivatives of all the above commodities permitted under the
law of India.
3. To become members and participate in trading, settlement and other activities of commodity exchange/s (including national
and multi-commodity exchange/s) facilitating, for itself or for clients trades and clearing/settlements of trades in spots, in
futures, in derivatives of all the above commodities permitted under the law of India.
4. To buy, sell, take, hold, deal in, convert, modify, add, value, transfer or otherwise dispose of commodities and commodity
derivatives and to carry on the above business in India and abroad for and on behalf of the company as well as for others.
5. To do the business of warehousing, hedging, trading and broking of all commodities including agricultural products, metals,
precious stones, diamonds, petroleum and energy products and all other commodities and all kind of derivatives of
commodities in spot as well as in future markets.
6. To carry on business as brokers and traders in all commodities and commodity derivatives, and to act as market makers,
sub-brokers, underwriters, sub-underwriters, providers of service for commodity related activities.
7. To apply for and obtain registration as Commodities Broker or Member of any Commodities Exchange anywhere in India
and abroad.
Shareholding of Narayan Comtrade
The following table sets forth details of the shareholding pattern of Narayan Comtrade, as on the date of this Prospectus:
Sr No Name of the Shareholding Number of Shares Amount (in Rs.) % of Holding
1. Gaurav Sharma 5,97,500 59,75,000.00 73.08
2. Aman Kaushik 2,20,000 22,00,000.00 26.92
Total 8,17,500 81,75,000.00 100.00
Board of Directors of Narayan Comtrade
DIN Name Designation Date of Appointment
01650857 Gaurav Sharma Director 14/05/2007
03013880 Aman Kaushik Director 13/08/2012
Financial Performance
(Rs. in Lakhs)
155Particulars FY 2023-24 FY 2022-23 FY 2021-22
Total Income 9.28 11.03 -
Profit after Tax 2.63 2.19 (0.37)
Equity Capital 81.75 81.75 81.75
Reserves & Surplus (excluding revaluation reserve) 12.43 9.80 7.61
Net worth 94.18 91.55 89.36
NAV per share (Rs.) 11.52 2.20 1.93
Earnings per share (EPS) (Rs.) (Basic & Diluted) 0.32 0.27 (0.05)
No. of Equity Shares of Rs. 10/- each 8.17 8.17 8.17
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156DIVIDEND POLICY
Under the Companies Act, our Company can pay dividends upon a recommendation by our Board of Directors and approval
by the shareholders at the general meeting of our Company. The Articles of Association of our Company give our
shareholders, the right to decrease, and not to increase, the amount of dividend recommended by the Board of Directors.
The Articles of Association of our Company also gives the discretion to our Board of Directors to declare and pay interim
dividends. No dividend shall be payable for any financial except out of profits of our Company for that year or that of any
previous financial year or years, which shall be arrived at after providing for depreciation in accordance with the provisions
of Companies Act, 2013.
Our Company does not have any formal dividend policy for declaration of dividend in respect of the Equity Shares. The
declaration and payment of dividend will be recommended by our Board of Directors and approved by the shareholders of
our Company at their discretion and may depend on a number of factors, including the results of operations, earnings,
Company's future expansion plans, capital requirements and surplus, general financial condition, contractual restrictions,
applicable Indian legal restrictions and other factors considered relevant by our Board of Directors.
Our Company has not declared any dividend on the Equity Shares since incorporation. Our Company’s corporate actions
pertaining to payment of dividends in the past are not to be taken as being indicative of the payment of dividends by our
Company in the future.
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157SECTION VI - FINANCIAL INFORMATION OF THE COMPANY
RESTATED FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED
FINANCIAL INFORMATION
To,
The Board of Directors of
ACE ALPHA TECH LIMITED
(Formerly Known as DM Prime Square Research & Analytics Private Limited)
A-28, FIRST FLOOR, JHILMIL INDUSTRIAL AREA,
SHAHDARA, EAST DELHI,
DELHI, INDIA, 110095
Dear Sir,
Reference: - Proposed Public Issue of Equity Shares of ACE ALPHA TECH LIMITED
We have examined the attached restated financial information of “ACE ALPHA TECH LIMITED (hereinafter referred to as “the
Company” or “the Issuer”) comprising the restated statement of assets and liabilities as at 31st December 2024, 31st March 2024,
31st March 2023, 31st March 2022, restated statement of profit and loss and restated cash flow statement for the financial year
ended 31st December 2024, 31st March 2024, 31st March 2023, 31st March 2022, and the summary statement of significant
accounting policies and other explanatory information (collectively referred to as the “restated standalone financial information” or
“restated standalone financial statements”) annexed to this report and initialed by us for identification purposes. These Restated
Standalone Financial Statements have been prepared by the management of the Company and approved by the board of directors at
the meeting in connection with the proposed Initial Public Offer in SME Platform (“IPO” or “SMEIPO”) of BSE Limited (“BSE”)
of the company.
1. The 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 Standalone Financial Statements for
inclusion in the Draft Prospectus/Prospectus to be filed with Securities and Exchange Board of India (“SEBI”), SME
platform of BSE Limited (“BSE”) and Registrar of Companies (Jaipur, Rajasthan) in connection with the proposed IPO.
The Restated Standalone Financial Statements have been prepared by the management of the Company on the basis of
preparation stated in Annexure IV to the Restated Standalone 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 Standalone Financial Statements. The boards of directors are also responsible
for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.
3. We have examined such Restated Standalone Financial Statements taking into consideration:
i The terms of reference and terms of our engagement letter requesting us to carry out the assignment, in connection with
the proposed SME IPO;
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 Standalone 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.
1584. The Restated Standalone Financial Statements of the Company have been compiled by the management from:
i Audit for the financial year ended on 31st December 2024, 31st March 2024, 31st March 2023, 31st March 2022, was
conducted by, KRA & Co. Chartered Accountants, Statutory Auditor. There are no audit qualifications in the audit
reports issued by the statutory and tax auditors for the financial year ended on 31st December 2024, 31st March 2024, 31st
March 2023, 31st March 2022, which would require adjustments in the Restated Standalone Financial Statements of the
Company. The financial report included for these period/years is based solely on the report submitted by them.
ii The audit was conducted by the company’s previous Auditor, and accordingly reliance has been placed on the financial
statement examined by them.
iii We have Re-audited the Financial statements of the company in accordance with applicable standard as required under the
SEBI ICDR regulations for the financial year ended on 31st March 2024, 31st March 2023, 31st March 2022, prepared in
accordance with the Indian Accounting Standards (Indian GAAP) which have been approved by the Board of Directors.
iv Based on our examination and according to information and explanations given to us, we are of the opinion that the Restated
Standalone Financial Statements:
a. We have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/
reclassifications retrospectively in the financial year ended on 31st December 2024, 31st March 2024, 31st March 2023, 31st
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.
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.
v 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 Summary Statement of Assets and Liabilities” as set out in Annexure I to this report, of the Company as 31st
December 2024, 31st March 2024, 31st March 2023, 31st 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 Significant Accounting Policies and Notes to Accounts as set out in Annexure IV to this Report.
b. The “Restated Summary Statement of Profit and Loss” as set out in Annexure II to this report, of the The "Restated Summary
Statement of Assets and Liabilities" as set out in Annexure I to this report, of the Company as 31st December 2024, 31st March
2024, 31st March 2023, 31st 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 Significant
Accounting Policies and Notes to Accounts as set out in Annexure IV to this Report.
c. The "Restated Summary Statement of Assets and Liabilities" as set out in Annexure I to this report, of the Company as 31st
December 2024, 31st March 2024, 31st March 2023, 31st 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 Significant Accounting Policies and Notes to Accounts as set out in Annexure IV to this Report.
vi 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 financial year
ended on 31st March 2024, 31st March 2023, 31st March 2022, proposed to be included in the Draft Prospectus/Prospectus (“Offer
Document”).
NOTE:1 Significant accounting policies and notes to restated Financials Statements
NOTE: 2 Restated Statement Share capital
NOTE:3 Restated Statement Reserve & surplus
NOTE:4 Restated Statement Deferred tax (Assets) / liabilities
NOTE:5 Restated Statement Other current liabilities
159NOTE:6 Restated Statement Short-term provisions
NOTE:7 Restated Statement Property, plant, and equipment and intangible assets
NOTE:8 &10 Restated Statement Long term and short-term loan advances
NOTE:9 Restated Statement Trade receivables
NOTE:11 Restated Statement Cash and cash equivalents
NOTE:12 Restated Statement Current investments
NOTE:13 Restated Statement Revenue from operations
NOTE:14 Restated Statement Other income
NOTE:15 Restated Statement Employee benefits
NOTE:16 Restated Statement Finance costs
NOTE:17 Restated Statement Other expenses
NOTE:18 Restated Statement Basic and D
NOTE:27,28,29,30 Material Adjustments to the Restated Financial
NOTE:22 Restated Statement Related party disclosures
NOTE:32 Restated Statement of Contingent Liabilities
NOTE:33 Restated Statement of Capitalization
NOTE:39 Restated Statement of disclosure on significant ratios
NOTE:19 to 21, 23 Other Notes
to 26, 31, 34 to 38
We, KRA & 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.
vii 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.
viii We have no responsibility to update our report for events and circumstances occurring after the date of the report.
ix Our report is intended solely for use of the Board of Directors for inclusion in the Offer Document in connection with the
proposed SME 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.
Yours faithfully,
For KRA & Co.
Chartered Accountants
Firm Reg No: 020266N
Peer Review Certificate: 015776
SD/-
Rajat Goyal
Partner
Membership Number: 503150
Place: Delhi
Date: 23/05/2025
UDIN: 25503150BMJBZG6557
160161162163164165166167168169170171172173174175OTHER FINANCIAL INFORMATION
The audited financial statements of our Company as at and for the financial period/ year ended December 31, 2024, March 31, 2024,
March 31, 2023 and March 31, 2022 and their respective Audit reports thereon (Audited Financial Statements) are available at
registered office.
Our Company is providing a link to this website solely to comply with the requirements specified in the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2018. The Audited Financial Statements do not
constitute, (i) a part of this Draft Red Herring Prospectus; or (ii) Red Herring Prospectus; or (iii) prospectus, a statement in
lieu of a prospectus, an advertisement, an offer or a solicitation of any offer or an offer document to purchase or sell any securities
under the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement)
Regulations, 2018, or any other applicable law in India or elsewhere in the world. The Audited Financial Statements should not
be considered as part of information that any investor should consider subscribing for or purchase any securities of our Company
and should not be relied upon or used as a basis for any investment decision. Neither our Company, nor BRLM, nor any of their
respective Employees, Directors, Affiliates, Agents or representatives accept any liability whatsoever for any loss, direct or indirect,
arising from any information presented or contained in the Audited Financial Statements, or the opinions expressed therein.
The accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations are given below:
Particulars 31.12.2024 31.03.2024 31.03.2023 31.03.2022
Profit After Tax (₹ in lakhs) 846.79 1,065.40 332.31 13.45
Basic & Diluted Earnings per Share (Based in Weighted 6.04
7.94 2.56 0.10
Average Number of Shares)
Return on Net Worth (%) 27.70% 48.20% 88.18% 30.20%
NAV per Equity Shares (Based on Actual Number of Shares) 21.82 20,462.55 3,768.47 445.34
NAV per Equity Shares (Based on Weighted Average Number 21.82 20,462.55
3,768.47 445.34
of Shares)
Earnings before interest, tax, depreciation and amortization 1,169.51 1427.41 444.55 18.12
(EBITDA)
This space has been left blank intentionally
176STATEMENT OF FINANCIAL INDEBTEDNESS
In terms of the Articles of Association of the Company, the Board is authorized to accept deposits from members either in
advance of calls or otherwise, and generally accept deposits, raise loans or borrow or secure the payment of any sum of
moneys to be borrowed together with the moneys already borrowed including acceptance of deposits apart from temporary
loans obtained from the Company‘s Bankers in the ordinary course of business, exceeding the aggregate of the paid-up
capital of the Company, its free reserves and Security Premium (not being reserves set apart for any specific purpose) or
upto such amount as may be approved by the shareholders from time to time.
As on December 31, 2024 our Company has no outstanding secured borrowings from banks and financial institutions and also
our company has no outstanding unsecured loan as per the certificate issued by KRA & Co., Chartered Accountants, dated
May 23, 2025.
Set forth below is a brief summary of our aggregate borrowings from banks and financial institutions on a Restated Financial
basis:
Secured/Unsecured Loans
(Rs. in Lakhs)
Name of Purpose of Loan Rate of Nature of Tenure Outstanding as on
persons/companies Loan Amounts Interest December 31,
2024
NIL
This space has been left blank intentionally
177MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS
You should read the following discussion in conjunction with our restated financial statements attached in the chapter titled
“Financial Information of the Company” beginning on page 158. You should also read the section titled “Risk Factors” on
page 24 and the section titled “Forward Looking Statements” on page 17 of this Prospectus, which discusses a number of
factors and contingencies that could affect our financial condition and results of operations. The following discussion relates
to us, and, unless otherwise stated or the context requires otherwise, is based on our Restated Financial Statements.
Our financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR)
Regulations and restated as described in the report of our auditor dated May 23, 2024 which is included in this Prospectus
under “Financial Statements”. The Restated Financial Information has been prepared on a basis that differs in certain
material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. Our
financial year ends on March 31 of each year, and all references to a particular financial year are to the twelve-month period
ended March 31 of that year.
Business Overview
Our Company was incorporated as a Private Limited Company with the name of “DM Prime Square Research & Analytics
Private Limited” under the Companies Act, 1956 vide certificate of incorporation dated October 08, 2012, issued by Registrar
of Companies, Delhi, bearing CIN U74140DL2012PTC243246. Further, our Company name changed in pursuance of a
special resolution passed by the members of our Company at the Extra-Ordinary General Meeting held on 13th March, 2024
and the name of our Company was changed from “DM Prime Square Research & Analytics Private Limited” to “Ace Alpha
Tech Private Limited” & Registrar of Companies, Delhi has issued a new certificate of incorporation pursuant to change of
name dated 17th May, 2024.
Further, our Company was converted into a Public Limited Company in pursuance of a special resolution passed by the
members of our Company at the Extra-Ordinary General Meeting held on 25th May, 2024 and the name of our Company
changed from “Ace Alpha Tech Private Limited” to “Ace Alpha Tech Limited” & Registrar of Companies, Delhi has issued
a new certificate of incorporation consequent upon conversion to public company dated 12th September, 2024.
Our registered office is situated at A/28 First Floor, Jhilmil Industrial Area Shahdara, East Delhi-110095 and Corporate office
is situated at A-39, 2nd Floor, Sector 64 Noida, Gautam Buddh Nagar, Uttar Pradesh – 201301.
We, Ace Alpha Tech Limited are serving financial industry with our comprehensive suite of trading solutions catering to all
types of clients, ranging from institutional investors to retail traders via brokers. Our institutional-grade trading strategies on
existing setup, sophisticated integration with order management systems of prop desks, and consultancy for direct market
access capabilities ensure seamless and efficient trading experiences for our clients, minimizing risk exposure and optimizing
execution practices.
We provide customized trading solutions in which we use advanced, institutional-grade algorithms that work as a front-end
layer over existing order management systems/ RMS which are connected with stock exchanges. Our solutions also enable
clients to work on simulated environment of their own platform for back testing their solutions. These customized solutions
enable clients to execute their trading strategies automatically and without manual intervention, offering enhanced efficiency
and performance, backed by robust risk management tools. Since these strategies are back tested and checked on simulated
environment they ensure the safety and smooth operation of trading activities. Our user management and risk management
system further streamline operations, automating processes like user onboarding, access management, and ongoing risk
monitoring. This comprehensive approach not only enhances operational efficiency but also ensures security and compliance
across businesses of all sizes.
Additionally, our trading solution caters to high-volume traders, offering advanced electronic trading solutions, low-risk
strategies, and organized management tools. With algorithmic trading capabilities, risk management features, and
comprehensive market analysis tools, our Proprietary Trading System empowers traders to execute trades efficiently and
optimize their strategies for maximum returns on their current setup. Coupled with custom trading solutions tailored to specific
business requirements and market coverage across various sectors, we provide clients with scalable and adaptable solutions
that drive success in the dynamic financial landscape. We provide various solutions to our clients including set up for
institutional trading, B2B Retail Trading, User Management, Proprietary Trading solutions and custom trading. Along with
this, we ensure the redressal of client issues our support system and provide end to end solutions.
178Our clients use our company’s services to validate their ideas by asking our team to create a front end which is capable of
simulation their trading strategy ideas in their own environment. Our team also enables back testing of these strategies in client
environment and consult in order to optimize their variables based on outcomes. Our company’s background of working with
front end gives clients simplified solutions to check impact of any change in strategy to the end outcome.
Key Performance Indicators of our Company
(₹ In Lakhs except percentages and ratios)
Key Financial Performance 31.12.2024 31.03.2024 31.03.2023 31.03.2022
Revenue from Operations(1) 1,154.23 1,487.12 489.26 32.00
EBITDA(2) 1,169.51 1,427.41 444.55 18.12
EBITDA Margin(3) 101.32% 95.98% 90.86% 56.63%
PAT(4) 846.79 1,065.40 332.31 13.45
PAT Margin(5) 73.36% 71.64% 67.92% 42.03%
RoE(6) 0.32 0.82 1.58 0.36
RoCE (%)(7) 37.01% 63.67% 117.84% 40.68%
Notes:
(1) Revenue from operation means revenue from services and other operating revenues
(2) EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses - Other Income
(3) ‘EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations
(4 PAT is calculated as Profit before tax – Tax Expenses
(5) ‘PAT Margin’ is calculated as PAT for the year divided by revenue from operations.
(6) Return on Equity is ratio of Profit after Tax and Average Shareholder Equity
(7) Return on Capital Employed is calculated as EBIT divided by capital employed, which is which is defined as shareholders’
equity plus total borrowings {current & non-current}
Explanation for KPI metrics:
KPI Explanations
Revenue from Revenue from Operations is used by our management to track the revenue profile of
Operations the business and in turn helps to assess the overall financial performance of our
Company and volume of our business
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
PAT Profit after tax provides information regarding the overall profitability of the
business.
PAT Margin (%) PAT Margin (%) is an indicator of the overall profitability and financial performance
of our business.
RoE(%) RoE provides how efficiently our Company generates profits from shareholders’
funds.
RoCE (%) RoCE provides how efficiently our Company generates earnings from the capital
employed in the business.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
For details in respect of Statement of Significant Accounting Policies, please refer to Restated Financial Statements beginning on
page 158 of this Prospectus.
1. General economic and business conditions in the markets in which we operate and in the local, regional, national and
international economies;
2. Failure to successfully upgrade our product portfolio, from time to time;
3. Our Inability to comply with and changes in, safety, health, environmental and labour laws and other applicable regulations;
and;
4. Agreements and work orders with customers expose us to certain risk, which may negatively impact our revenue and
profitability;
1795. Our ability to successfully implement our strategy, our growth and expansion, technological changes;
6. Increased competition in the sectors/areas in which we operate;
7. Factors affecting the Industry in which we operate;
8. Fluctuations in operating costs;
9. The occurrence of natural disasters or calamities;
10. Our ability to attract, retain and manage qualified personnel;
11. Our failure to keep pace with rapid changes in technology;
12. Our ability to protect our intellectual property rights and not infringing intellectual property rights of other parties;
13. Changes in political and social conditions in India or in countries that we may enter, the monetary and interest rate policies
of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;
14. Failure to comply with regulations prescribed by authorities of the jurisdictions in which we operate;
15. Occurrence of Environmental Problems & Uninsured Losses;
16. Conflicts of interest with affiliated companies, the promoter group and other related parties;
17. Any adverse outcome in the legal proceedings in which we are involved;
18. Concentration of ownership among our Promoters; and
19. Changes in government policies and regulatory actions that apply to or affect our business.
Discussion on Result of Operations
The following discussion on results of operations should be read in conjunction with the Restated Financial Statements
for period ended December 31, 2024 and for the financials years ended on March 31, 2024, March 31, 2023 and March
31, 2022.
(Amount in ₹ Lakhs)
For the period/ year ended on
% of % of
Particulars 31-03- % of Total % of Total
31-12-2024 Total Total 31-03-2023 31-03-2022
2024 Income Income
Income Income
Income
Revenue From Operation 1,154.23 90.79 1,487.12 96.86 489.26 99.04 32.00 88.50
Other Income 117.08 9.21 48.26 3.14 4.76 0.96 4.16 11.50
Total Income 1,271.31 100.00 1,535.38 100.00 494.02 100 36.16 100
Expenditure
Cost of Material - -
- - - - - -
Consumed
Employee Benefit
71.36 5.61 50.47 3.29 29.67 6.01 17.07 47.21
Expenses
Finance Cost 0.01 0.00 0.00 0.00 0.01 0.00 0.01 0.03
Depreciation and
37.91 2.98 20.12 1.31 0.46 0.09 0.00 0.00
Amortization Expenses
Other Expenses 30.44 2.39 57.5 3.75 19.8 4.01 0.97 2.68
Total Expenditure 139.73 10.99 128.09 8.34 49.94 10.11 18.05 49.92
Profit/(Loss) Before
Exceptional
1,131.59 89.01 1407.29 91.66 444.08 89.89 18.11 50.08
& extraordinary items
& Tax
Exceptional Item - - - - - -
Profit/(Loss) Before
1,131.59 89.01 1,407.29 91.66 444.08 89.89 18.11 50.08
Tax
Tax Expense:
Tax Expense for Current
280.52 22.07 335.91 21.88 111.46 22.56 4.53 25.10
Year
Deferred Tax 4.28 0.34 5.98 0.39 0.3 0.06 0.13 0.72
Net Current Tax
284.80 22.40 341.89 23.07 111.76 22.62 4.66 25.82
Expenses
Profit/(Loss) for the
846.79 66.61 1,065.40 69.39 332.31 67.27 13.45 37.20
Year
Share of Profit/(Loss)
- - - - - - - -
from Joint Venture
Profit/(Loss) for the
846.79 66.61 1,065.40 69.39 332.31 67.27 13.45 37.20
Year
180transferred to balance
sheet
181Revenue from operations:
Revenue from Operations mainly consists of revenue from services relating to the Software Development, Trading
Software Systems, Strategy Customization.
Other Income:
Our other income primarily comprises of Interest Income, Capital gain on sale of shares, etc.
Total Expenses:
Company’s expenses consist of operating cost like Employee benefits expense, Finance costs, Depreciation and amortization
expenses and other expenses.
Employee benefits expense:
Our employee benefits expense primarily comprises of Salaries & wages, staff welfare expenses, Bonus etc.
Finance Costs:
Our finance cost comprises of Bank Charges.
Depreciation and Amortization Expenses:
Depreciation includes depreciation of Computer & Software, Computer server, Printer.
Other Expenses:
Our Other Expenses consists of Rent, Rate & Taxes, Professional Fees, Electricity Charges, Medical Expenses, Legal &
Professional Charges, Printing & Stationary, Travelling Expenses, Telephone Charges, Water Charges, other Miscellaneous
Expenses, Fee & Subscription, DP Charges, Directors Remuneration, Website Expenses, etc
STUB PERIOD ENDED 31TH DECEMBER 2024 (BASED ON RESTATED FINANCIAL STATEMENTS)
Total Income:
Total Income for the period ended 31st December 2024, stood at Rs. 1271.31 lakhs.
Revenue from operations:
Revenue from operation for the period ended 31st December 2024, stood at Rs. 1154.23 lakhs which is 90.79% of the Total
Income.
Other Income:
Other Income for the period ended 31st December 2024, stood at Rs. 117.08 lakhs, which is 9.21% of the Total Income.
Total Expenses:
Total Expenses for the period ended 31st December 2024, stood at Rs. 139.73 lakhs which is 10.99% of the Total Income
which includes Employee benefit expense, Finance Cost, Depreciation and Amortization Expenses, and Other Expenses.
Employment Benefit Expenses:
Employment Benefit Expenses for the period ended 31st December 2024, stood at Rs. 71.36 lakhs which is 5.61% of the
Total Income which includes Salary expenses, Staff welfare expenses and Bonus expenses.
Finance Cost:
Finance Cost for the period ended 31st December 2024, stood at Rs. 0.01 lakhs which is 0.00% of the Total Income which
includes bank charges.
182Depreciation and Amortization Expenses:
Depreciation and Amortization Expenses for the period ended 31st December 2024, stood at Rs. 37.91 lakhs which is 2.98%
of the Total Income which include depreciation imposed on Property, Plant & Equipment.
Other Expenses:
Other Expenses for the period ended 31st December 2024, stood at Rs. 30.44 lakhs which is 2.39% of the Total Income
which includes Fee & Subscription, Conveyance Expenses, Directors Remuneration, Director Sitting Fees, GST Expenses,
Legal & Professional Fees, Roc Filing Fees, Rent, which are 5.29%, 2.29%, 59.12%, 0.92%, 0.57%, 13.68%, 0.40%, 13.96%
respectively of the Total other expenses.
Restated Profit before Tax:
Restated profit before tax for the period ended 31st December 2024 stood at Rs. 1,131.59 lakhs which is 89.01% of the Total
Income.
Tax Expense:
Tax Expense for the period ended 31st December 2024, stood at Rs. 284.80 lakhs out of which Current Tax being Rs. 280.52
lakhs and Deferred Tax being Rs. 4.28 lakhs which are 22.07% and 0.34% respectively of the Total Income.
Restated Profit after Tax:
Restated profit after tax for the period ended 31st December 2024 stood at Rs. 846.79 lakhs which is 66.61% of the Total
Income.
Details of period ended March 31, 2024 and comparison of Financial Year 2024 with Financial Year 2023 (Based on
Restated Financial Statements)
Total Income:
Total income for the period ended March 31, 2024 stood at ₹ 1535.38 Lakhs. Total income for the financial year 2023-24
stood at ₹ 1535.38 Lakhs whereas in financial year 2022-23 the same stood at ₹ 494.02 Lakhs representing an increase of
210.79%. The main reason for the increase was due to increase in the revenue from operations of the company.
Revenue from Operations
During the period ended March 31, 2024 revenue from operations was ₹ 1487.12 Lakhs. During the financial year 2023-24
the net revenue from operation of our Company increased to ₹ 1487.12 Lakhs as against ₹ 489.26 Lakhs in the financial
year 2022-23 representing an increase of 203.95%. Such increase was due to increase in revenue from operations of the
Company.
Reasons: - During the financial year 2022-23, the new consultancy business has been started in the month of October-2022,
so there is income booked in the Financial Year 2022-23 is only for 6 months and during the financial year 2023-24 the
business has booked for 12 months. Are as follows:
(Amount in ₹ Lakhs)
Particulars FY 24 FY 23
Customization Fees 646.88 149.66
Change in % 332.23%
Consultation Services 369.51 174.69
Change in % 111.53%
Technology support and Annual Maintenance 349.82 160.91
Change in % 117.40%
Licensing Fee 120.91 4.00
Change in % 2922.80%
Total 1,487.12 489.26
Total Change in % 203.95%
183Other Income:
During the period ended March 31, 2024, other income was ₹ 48.26 Lakhs. During the financial year 2023-24 the other income
of our Company increased to ₹ 48.26 Lakhs as against ₹ 4.76 lakhs in the financial year 2022-23 representing an increase of
913.24%.
Reasons:- The company parked the extra funds in the short term returns so that there is drastic increase in the interest income.
Total Expenses
During the period ended March 31, 2024, the total expense was ₹ 128.09 Lakhs. During the financial year 2023-24, the total
expense of our Company increased to ₹ 128.09 Lakhs as against ₹ 49.94 Lakhs in the financial year 2022-23, representing an
increase of 156.48%.
Reasons: Due to expansion of business overall expenses have also been increased mainly in employee benefit expenses,
Finance Cost, Depreciation and Other Expenses.
Employee benefits expense:
During the financial year 2023-24, the employee benefits expense of our Company increased to ₹ 50.47 Lakhs as against ₹
29.67 Lakhs in the financial year 2022-23, representing an increase of 70.09%.
Reasons: - Due to expansion of business the employee benefit expenses have also been increased, the number of employee
and the incremental or hire given to the existing employee.
(Amount in ₹ Lakhs)
PARTICULARS FY 24 FY 23
Salary Expenses 47.98 27.82
Bonus 2.49 1.85
Total 50.47 29.67
Finance costs:
Finance costs were for the financial Year 2023-24 decreased to ₹ 0.00 Lakhs as against ₹ 0.01 Lakhs during the financial year
2022-23 a decrease of 48.92%.
Reasons: The company has adequate funds, leading to a reduction in finance costs. Additionally, there were no borrowings by
the company.
Depreciation and Amortization Expenses: Due to expansion of business
During the period ended March 31, 2024, the depreciation was ₹ 20.12 Lakhs. During the financial year 2023-24, the depreciation
of our Company increased to ₹ 20.12 Lakhs as against ₹ 0.46 Lakhs in the financial year 2022-23, representing a substantial
increase of 4,267.92%.
Reasons: Due to expansion of business the company will purchase Fixed Assets in the current year as compared with last year.
(Amount in ₹ Lakhs)
Particular FY 24 FY 23
Opening Balance 6.04 2.62
Add: Purchase 180.62 3.88
Less: Depreciation 20.12 0.46
Closing Balance 166.55 6.04
Other Expenses:
During the financial year 2023-24, the other expenses of our Company increased to ₹ 57.50 Lakhs as against ₹ 19.80 Lakhs in
the financial year 2022-23, representing an increase of 190.40%.
Reasons: The increase in the other expenses due to increase in director remuneration, Roc Filling Fee and other Expenses as
184mentioned below.
(Amount in ₹ Lakhs)
Particular FY 24 FY 23
Accounting Charges 5.00 2.79
Directors Remuneration 24.00 14.00
Roc Filing Fees 20.21 0.16
Rent 3.60 2.00
Other 4.69 0.86
Total 57.50 19.80
Restated profit before tax:
Restated Net profit before tax for the financial year 2023-24 increased to ₹ 1,407.29 Lakhs as compared to ₹ 444.08 Lakhs in
the financial year 2022-23
Reason:- The Increase in profit before tax is due to majorly increase in revenue in a significant rate and in comparison the
expenses area increase in a percentage and also we are working in s software industry which has a high margin rate of
profitability as compare to other industries.
Tax Expenses
During the financial year 2023-24, the Tax Expenses of our Company increased to ₹ 341.89 Lakhs as against ₹ 111.76 Lakhs in
the financial year 2022-23, representing an increase of 205.90%. The Tax expenses are in two parts Current Tax and Deferred
Tax. In FY 2023-24 the Current tax is ₹ 335.91 Lakhs which was increase by 201.37% as in the FY 2022-23 ₹ 111.46 Lakhs,
deferred tax is ₹ 5.98 lakhs which was increase by 1,867% as in the FY 2022-23 ₹0.30 Lakhs.
Restated profit for the year:
The Company reported Restated Profit after tax for the period ended March 31, 2024 at ₹ 1,053.10 Lakhs. The Company reported
Restated profit after tax for the financial year 2023-24 of ₹ 1,053.10 Lakhs in comparison to ₹ 332.31 lakhs in the financial year
2022-23.
Reason :- The increase of 216.90% was majorly due to majorly increase in revenue in a significant rate and in comparison the
expenses area increase in a percentage and also we are working in s software industry which has a high margin rate of
profitability as compare to other industries.
(Amount in ₹ Lakhs)
Particulars FY 24 FY23
Total Income 1535.38 494.02
Change In % 210.79%
Total Expenses 128.09 49.94
Change In % 156.48%
Tax Expenses 341.89 111.76
Change In % 205.90%
PAT 1065.40 332.31
Change In % 220.90%
Financial Year 2023 Compared to Financial Year 2022 (Based on Restated Financial Statements)
Total Income:
Total income for the financial year 2022-23 stood at ₹ 494.02 Lakhs whereas in Financial Year 2021-22 the same stood at ₹ 36.16
Lakhs representing an increase of 1,266.17%. The main reason for the increase was due to an increase in the revenue from the
operations of the company.
Revenue from Operations:
During the financial year 2022-23, the net revenue from operation of our Company increased to ₹ 489.26 Lakhs as against ₹
32.00 Lakhs in the Financial Year 2021-21 representing an increase of 1,428.93%. The main reason for the increase was due to
an increase in the revenue from the operations of the company.
185Reasons: During the financial year 2021-22, the income is generated only in Jan to Mar-22 and in the first nine months the
business not operated due to corona effect and other market conditions. During the Financial Year 2022-23, the company was
started also new consultancy business which helps in increase client. So, the total income is increased multiple times.
(Amount in ₹ Lakhs)
Particulars FY 23 FY 22
Customization Fees 149.66 32.00
Consultation Services 174.69 -
Technology support and Annual Maintenance 160.91 -
Licensing Fee 4.00 -
Total 489.26 32.00
Other Income:
During the financial year 2022-23, the other income of our Company has increased to ₹ 4.76 Lakhs as against ₹ 4.16 lakhs in the
Financial Year 2021-22 representing an increase of 14.47%.
Reasons: The company parked the extra funds in the short term returns so that there is drastic increase in the interest income.
Total Expenses
The total expense for the financial year 2022-23 increased to ₹ 49.94 Lakhs from ₹ 18.05 lakhs in the Financial Year 2021-22
representing an increase of 176.70%.
Reasons: Due to expansion of business overall expenses have also been increased mainly in employee benefit expenses,
Finance Cost, Depreciation and Other Expenses.
Employee benefits expense:
Our Company has incurred ₹ 29.67 Lakhs as Employee benefits expense during the financial year 2022-23 as compared to ₹
17.07 Lakhs in the financial year 2021-22 representing a increase of 73.87%.
Reasons: - Due to expansion of business the employee benefit expenses have also been increased, the number of employee and
the incremental or hire given to the existing employee.
(Amount in ₹ Lakhs)
PARTICULARS FY 23 FY 22
Salary Expenses 27.82 16.75
Bonus 1.85 -
Staff Welfare Expenses - 0.32
Total 29.67 17.07
Finance costs:
Finance costs were for the financial Year 2022-23 decreased to ₹ 0.01 Lakhs as against ₹ 0.01 Lakhs during the financial year
2021-22 an increase of 15.80%.
Reasons: The company has adequate funds, leading to nominal bank charges in finance costs. Additionally, there were no
borrowings by the company.
Depreciation and Amortization Expenses:
Depreciation for the financial year 2022-23 stood at ₹ 0.46 Lakhs as against ₹ 0.00 Lakhs during the financial year 2021-22. The
increase in depreciation was nominal in comparison to the previous year.
Reasons: Due to expansion of business the company will purchase Fixed Assets in the current year as compared with last year.
186(Amount in ₹ Lakhs)
Particular FY 23 FY 22
Opening Balance 2.62 0.00
Add: Purchase 3.88 2.62
Less: Depreciation 0.46 0.00
Closing Balance 6.04 2.62
Other Expenses:
Our Company has incurred ₹ 19.80 Lakhs during the Financial Year 2022-23 on other expenses as against ₹ 0.97 Lakhs during
the financial year 2021-22. There was a increase of 1,936.39% mainly due to increase in Rent, legal & Professional charges,
website expenses, etc.
Reasons: The increase in the other expenses due to increase in director remuneration, Roc Filling Fee and other Expenses as
mentioned below.
(Amount in ₹ Lakhs)
Particular FY 23 FY 22
Accounting Charges 2.79 0.00
Directors Remuneration 14.00 0.00
Roc Filing Fees 0.16 0.01
Rent 2.00 0.00
Other 0.86 0.96
Total 19.80 0.97
Restated profit before tax:
Restated profit before tax for the financial year 2022-23 has significantly increased to ₹ 444.08 Lakhs as compared to profit of ₹
18.11 Lakhs in the financial year 2021-22. The increase of 2,351.86% which was majorly due to majorly increase in revenue in
a significant rate and in comparison, the expenses area increases in a percentage.
Tax Expenses:
During the financial year 2022-23, the Tax Expenses of our Company increased to ₹ 111.76 Lakhs as against ₹ 4.66 Lakhs in
the financial year 2021-22, representing an increase of 2,299.15%. The Tax expenses are in two parts Current Tax and Deferred
Tax. In FY 2022-23 the Current tax is ₹ 111.46 Lakhs which was increase by 2361.84% as in the FY 2021-22 ₹ 4.53 Lakhs,
deferred tax is ₹ 0.30 lakhs which was increase by 132.14% as in the FY 2021-22 ₹0.13 Lakhs.
Restated profit for the year:
The Company reported Restated profit after tax for the financial year 2022-23 of ₹ 332.31 Lakhs in comparison to profit of ₹
13.45 Lakhs in the financial year 2021-22. The increase of 2,370.11% which was majorly due to factors as mentioned above.
Reason:- The increase of 2,370.11% was majorly due to majorly increase in revenue in a significant rate and in comparison
the expenses area increase in a percentage and also we are working in s software industry which has a high margin rate of
profitability as compare to other industries.
(Amount in ₹ Lakhs)
Particulars FY 23 FY22
Total Income 494.02 36.16
Change In % 1,266.17%
Total Expenses 49.94 18.05
Change In % 176.70%
Tax Expenses 111.76 4.66
Change In % 2,299.15%
PAT 332.31 13.45
Change In % 2,370.11%
187Information required as per Item (II)(C)(iv) of Part A of Schedule VI to the SEBI Regulations:
An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:
1. Unusual or infrequent events or transactions
There has not been any unusual trend on account of our business activity. Except as disclosed in this Prospectus,
there are no unusual or infrequent events or transactions in our Company.
2. Significant economic changes that materially affected or are likely to affect income from continuing
operations.
There are no significant economic changes that may materially affect or likely to affect income from continuing
operations.
3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales,
revenue or income from continuing operations.
Apart from the risks as disclosed under Section “Risk Factors” beginning on page 24 of the Prospectus, 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.
4. Future changes in relationship between costs and revenues
Other than as described in the sections “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” on pages 24, 107 and 178 respectively, to our knowledge, no
future relationship between expenditure and income is expected to have a material adverse impact on our operations
and finances.
5. Segment Reporting
Our business activity primarily falls within a single business and geographical segment, other than as disclosed in
“Restated Financial Statements” on page 158, we do not follow any other segment reporting
6. Status of any publicly announced New Products or Business Segment
Except as disclosed in the Chapter “Our Business” on page 107 of this Prospectus, our Company has not announced
any new product or service.
7. Seasonality of business
Our business is not subject to seasonality. For further information, see “Industry Overview” and “Our Business”
on pages on page 89 and on page 107 respectively of this Prospectus.
8. Dependence on single or few customers
Given the nature of our business operations, we do not believe our business is dependent on any single or a few
customers
9. Competitive conditions
Competitive conditions are as described under the Chapters “Industry Overview” and “Our Business” beginning
on pages 89 and respectively of this Prospectus.
10. Details of material developments after the date of last balance sheet i.e., December 31, 2024
After the date of last Balance sheet i.e., December 31, 2024 the following material events have occurred after the
last audited period:
1. The company has approved the Audited Financial statements for the period ending December 31, 2024.
2. The Company has approved the Restated Financial Statements for period ended on December 31, 2024
the financial year ending March 31, 2024, March 31, 2023 and March 31, 2022.
188CAPITALISATION STATEMENT
(Amount in ₹ Lakhs)
Pre-Issue
Particulars Post Issue*
31.12.2024
Debt
Short Term Debt - *
Long Term Debt - *
Total Debt - *
Shareholders' Fund (Equity)
Share Capital 1401.02 *
Reserves & Surplus 1656.13 *
Total Shareholders' Fund (Equity) 3057.15 *
Long Term Debt/Equity - *
Total Debt/Equity - *
(*) The corresponding post issue figures are not determinable at this stage pending the completion of public issue and hence have not been
furnished.
Notes:
1. Short term Debts represent which are expected to be paid/payable within 12 months.
2. Long term Debts represent debts other than short term Debts as defined above
3. The figures disclosed above are based on restated statement of Assets and Liabilities of the Company as at 31.12.2024.
This space has been left blank intentionally
189SECTION VII - LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS
Except, as stated in this section and mentioned elsewhere in this Prospectus there are no litigations including, but not limited
to suits, criminal proceedings, civil proceedings, actions taken by regulatory or statutory authorities or legal proceedings,
including those for economic offences, tax liabilities, show cause notice or legal notices pending against our Company,
Directors, Promoters, Group Companies or against any other company or person/s whose outcomes could have a material
adverse effect on the business, operations or financial position of the Company and there are no proceedings initiated for
economic, civil or any other offences (including past cases where penalties may or may not have been awarded and
irrespective of whether they are specified under paragraph (a) of Part I of Schedule V of the Companies Act, 2013) other than
unclaimed liabilities of our Company, and no disciplinary action has been taken by SEBI or any stock exchange against the
Company, Directors, Promoters or Group Companies.
Pursuant to the SEBI ICDR Regulations and the Materiality Policy adopted by our Board of Directors on September13,
2024 for the purposes of disclosure, any pending litigation involving the Relevant Parties, other than criminal proceedings,
actions by regulatory authorities and statutory authorities, including outstanding action, and tax matters, would be
considered ‘material’ where:
i. the claim/dispute amount, to the extent quantifiable, exceeds 10% of the total consolidated trade payables of the
Company as per the last restated financial statements of the Company for a complete Financial Year would be
considered ‘material’ for disclosure in this Prospectus; and
ii. the monetary impact is not quantifiable or the amount involved may not exceed the materiality threshold set out
under (i) above, but an outcome in any such litigation would materially and adversely affect the Company’s
business, operations, cash flows, financial position or reputation of the Company.
Except as stated in this section, there are no outstanding material dues to creditors of our Company. In terms of the Materiality
Policy, outstanding dues to any creditor of our Company having monetary value which exceeds 10% of the total consolidated
trade payables of the Company as per the latest restated financial statements of the Company shall be considered as
‘material’. Further, for outstanding dues to any party which is a micro, small or a medium enterprise ("MSME"), the
disclosure will be based on information available with our Company regarding status of the creditor as defined under Section
2 of the Micro, Small and Medium Enterprises Development Act, 2006, as amended, as has been relied upon by the Statutory
Auditor.
It is clarified that pre-litigation notices (other than those issued by governmental, statutory or regulatory authorities)
received by our Company, our Directors shall not be considered as litigation until such time that any of our Company, our
Directors, as the case may be, is made a party to proceedings initiated before any court, tribunal or governmental authority
or any judicial authority, or is notified by any governmental, statutory or regulatory authority of any such proceeding that
may be commenced.
All terms defined in a particular litigation disclosure pertain on that litigation only.
1. LITIGATION INVOLVING COMPANY
(a) Litigation proceedings Against Company
1. Criminal Proceedings:
As on the date of this Legal Report, there are no criminal proceedings, whether initiated, pending, or
contemplated, against the Company before any court of law, tribunal, or regulatory authority.
1902. Civil Proceedings
As on the date of this Legal Report, there are no civil proceedings, whether initiated, pending, or contemplated,
against the Company before any court of law, tribunal, or regulatory authority.
3. Actions taken by Statutory/Regulatory Authorities
As of the date of this Legal Report, there are no actions, proceedings, or enforcement measures initiated or
pending against the Company by any statutory or regulatory authority.
4. Tax Proceedings
Outlined below are the comprehensive details of all pending tax cases involving the Company, including the nature
of disputes, amounts in contention, and the respective tax authorities handling the matters.
GST NOTICE ISSUED AGAINST ACE ALPHA TECH LIMITED (FORMERLY KNOWN AS DM PRIME
SQUARE RESEARCH & ANALYTICS PRIVATE LIMITED ) HAVING GST NO. 07AAECD4115G1Z1
1. GST Notice issued u/s 46 on 27.10.2021 for non-filing GSTR-3B return on due date for the period of, July-
September, 2021-22.
As on the date of this report, the status of this notice remains pending on the Income Tax portal.
2. Disciplinary action taken by SEBI or Stock Exchanges
As on the date of this Legal Report, there have been no disciplinary actions initiated against the Company by
the Securities and Exchange Board of India (SEBI) or any Stock Exchanges.
3. Other Material Litigations
As on the date of this Legal Report, there are no material litigations initiated against the Company. A thorough
review of legal records, regulatory filings, and public disclosures confirms that the Company is not currently
involved in any significant legal disputes that could have a material impact on its financial position, business
operations, or corporate reputation.
Litigation by Company
1. Criminal Proceedings
As on the date of this Legal Report, the Company has not initiated any criminal proceedings against any entity,
individual, or regulatory authority. A comprehensive review of legal records and corporate filings confirms that the
Company is not actively pursuing any significant legal proceedings that could have a material impact on its financial
position, business operations, or strategic interests.
1912. Civil and other Material Litigations
As on the date of this Legal Report, the Company has not initiated any civil and other material litigations
proceedings against any entity, individual, or regulatory authority. A comprehensive review of legal records and
corporate filings confirms that the Company is not actively pursuing any significant legal proceedings that could
have a material impact on its financial position, business operations, or strategic interests.
2. LITIGATION INVOLVING PROMOTERS
Cases filed against Promoters
1. Criminal Proceedings
As on the date of this Legal Report, there are no criminal proceedings, whether initiated, pending, or
contemplated, against the Promoters before any court of law, tribunal, or regulatory authority.
2. Civil Proceedings
As on the date of this Legal Report, there are no civil proceedings, whether initiated, pending, or contemplated,
against the Promoters before any court of law, tribunal, or regulatory authority.
3. Actions taken by Statutory/Regulatory Authorities
As of the date of this Legal Report, there are no actions, proceedings, or enforcement measures initiated or
pending against the Promoters by any statutory or regulatory authority.
4. Tax Proceedings
Outlined below are the comprehensive details of all pending tax cases involving the Promoters, including the nature
of disputes, amounts in contention, and the respective tax authorities handling the matters.
Income Tax notices issued against Mr. Gaurav Sharma having PAN BESPS0859C
1. On July 18, 2024, the Income Tax Department issued a notice bearing Document Identification
Number/Notice Number: ITBA/PNL/F/271(1)(c)/2024-25/1066785573(1) under Section 274 read with
Section 271(1)(c) of the Income Tax Act, 1961.
This notice was issued in the course of proceedings for Assessment Year (AY) 2016-17, concerning penalty
proceedings initiated under Section 271(1)(c). The notice directs to Mr. Gaurav Sharma that submit a reply
along with supporting information and documents in the form of evidence to justify its position regarding the
alleged concealment or misreporting of income.
192Further that, Mr. Gaurav Sharma, PAN- BESPS0859C has filed the reply on 24.07.2024 wherein he mentioned
that the assessment was completed by the Learned ACIT, Central Circle – 19, Delhi, vide order dated 24-12-
2018 under Section 143(3) of the Act, determining income at Rs. 1,20,46,649 by making an addition of Rs.
1,01,69,999 to the declared income of Rs. 18,76,650. The Hon’ble CIT(A) – 27, New Delhi, vide order dated
19-08-2019 in Appeal No. 706/18-19, deleted the said addition, and the Learned ACIT, Central Circle – 20,
Delhi, vide order dated 03-10-2019, gave effect to the same, reducing the income to Rs. 18,76,650. Since no
addition survives, the penalty notice under Section 271(1)(c) of the Act is unsustainable and is liable to be
rescinded.
Despite the aforementioned submission, no response has been received from the relevant Authority, thereby
necessitating a clarification on the status of the proceedings
As on the date of this report, the status of this notice remains pending on the Income Tax portal.
5. Other Material Litigations
As on the date of this Legal Report, there are no material litigations initiated against the Company. A thorough
review of legal records, regulatory filings, and public disclosures confirms that the Company is not currently
involved in any significant legal disputes that could have a material impact on its financial position, business
operations, or corporate reputation.
Cases filed by Promoters
1. Criminal Proceedings
As on the date of this Legal Report, the Promoters has not initiated any criminal proceedings against any entity,
individual, or regulatory authority. A comprehensive review of legal records and corporate filings confirms that the
Company is not actively pursuing any significant legal proceedings that could have a material impact on its financial
position, business operations, or strategic interests.
2. Civil and Other Material Litigations
As on the date of this Legal Report, the Promoters has not initiated any civil and other material litigations
proceedings against any entity, individual, or regulatory authority. A comprehensive review of legal records and
corporate filings confirms that the Company is not actively pursuing any significant legal proceedings that could
have a material impact on its financial position, business operations, or strategic interests.
3. LITIGATION INVOLVING PROMOTER GROUP
1. Criminal Proceedings
193As on the date of this Legal Report, there are no criminal proceedings, whether initiated, pending, or
contemplated, against the Promoter Group before any court of law, tribunal, or regulatory authority.
2. Actions taken by Statutory/Regulatory Authorities
As of the date of this Legal Report, there are no actions, proceedings, or enforcement measures initiated or
pending against the Promoter Group by any statutory or regulatory authority.
3. Disciplinary action taken by SEBI or stock exchanges
As on the date of this Legal Report, there have been no disciplinary actions initiated against the Promoter
Group by the Securities and Exchange Board of India (SEBI) or any Stock Exchanges.
4. Tax Proceedings
Outlined below are the comprehensive details of all pending tax cases involving the Promoter Group, including the
nature of disputes, amounts in contention, and the respective tax authorities handling the matters.
INCOME TAX NOTICES ISSUED AGAINST NARAYAN CAPITAL PRIVATE LIMITED (FORMERLY
KNOW AS NARAYAN CAPITAL SERVICES PRIVATE LIMITED) HAVING PAN AACCK5633Q
1. A notice issued on 28.04.2022 bearing Document Identification Number (DIN): ITBA/PNL/S/271(1)(c)/2022-
23/1042896175(1) has been issued under Section 274 read with Section 271(1)(c) of the Income Tax Act,
1961, in connection with the proceedings before the Income Tax Department for the Assessment Year 2015-
16.
The notice pertains to alleged furnishing of inaccurate particulars of income by the Company. Further, the
Income Tax Department has directed the Company to appear before the Hon’ble Authority through its authorized
representative on May 13, 2022, to show cause as to why a penalty order under Section 271(1)(c) should not be
imposed. The Company has also been given the option to submit a written statement in response to the show
cause notice.
Further on May 13, 2022 the Company has filed their reply and submitted that being aggrieved the assessment
order dated 31-03-2022, filed an appeal before the Hon’ble CIT(A), with Form 35 acknowledgment and
mentioned that since the penalty proceedings are based on the appealed order requested that they be kept on hold
until the appeal is decided. As per Section 275(1)(a) of the Income Tax Act, Further submitted that there is an
extended period for imposing a penalty. The Company also requested an adjournment and a personal hearing.
Despite the aforementioned submission, no response has been received from the relevant Authority, thereby
194necessitating a clarification on the status of the proceedings
As on the date of this report, the status of this notice remains pending on the Income Tax portal.
2. A Notice issued on 09.11.2023 bearing Document Identification Number (DIN):
ITBA/APL/F/APL_1/2023-24/1057835711(1) under section 274 read with section 250 of the Income Tax Act,
1961.
Notice was issued against the order under section 147 read with section 143(3) of the Income Tax Act, 1961
passed by DLC-CC-(4)(16) on 31.03.2022 for the Assessment Year2015-16 requested to furnish ground wise
written submission, along with supporting documentary evidence(s), if any. Further the Department requested
to provide the information/ clarification/ submission/ documents on or before 23.11.2023.
Further , the reply has been field by the Company on November 23, 2023 before the Hon’ble CIT(A) along with
all the supporting documents and prayed for direct the Ld. DCIT/ACIT, Delhi to provide the certified true copy
of the entire assessment folder/record including all the notices issued by the Ld. Income Tax Officer , ward
17(4), Delhi and replies with enclosures furnished by the Assessee and Order/Note sheet of assessment and re-
assessment proceedings and inspection of the assessment and re-assessment records to enable the Assessee to
prepare the appeal and adjourned the appeal for 3 months.
Despite the aforementioned submission, no response has been received from the relevant Authority, thereby
necessitating a clarification on the status of the proceedings
As on the date of this report, the status of this notice remains pending on the Income Tax portal.
5. Other Material Litigations
As on the date of this DD Report, there are no material litigations initiated against the Promoter Group. A thorough
review of legal records, regulatory filings, and public disclosures confirms that the Company is not currently
involved in any significant legal disputes that could have a material impact on its financial position, business
operations, or corporate reputation.
LITIGATION INVOLVING DIRECTORS
Cases filed against directors
1. Criminal Proceedings
As on the date of this Legal Report, there are no criminal proceedings, whether initiated, pending, or
contemplated, against the Directors before any court of law, tribunal, or regulatory authority.
1952. Actions taken by Statutory/Regulatory Authorities
As of the date of this Legal Report, there are no actions, proceedings, or enforcement measures initiated or
pending against the Directors by any statutory or regulatory authority.
3. Disciplinary action taken by SEBI or stock exchanges
As on the date of this Legal Report, there have been no disciplinary actions initiated against the Directors by
the Securities and Exchange Board of India (SEBI) or any Stock Exchanges.
4. Tax Proceedings
Outlined below are the comprehensive details of all pending tax cases involving the Directors, including the nature
of disputes, amounts in contention, and the respective tax authorities handling the matters.
Income Tax notices issued against Mr. Gaurav Sharma having PAN BESPS0859C
1. On July 18, 2024, the Income Tax Department issued a notice bearing Document Identification
Number/Notice Number: ITBA/PNL/F/271(1)(c)/2024-25/1066785573(1) under Section 274 read with
Section 271(1)(c) of the Income Tax Act, 1961.
This notice was issued in the course of proceedings for Assessment Year (AY) 2016-17, concerning penalty
proceedings initiated under Section 271(1)(c). The notice directs to Mr. Gaurav Sharma that submit a reply
along with supporting information and documents in the form of evidence to justify its position regarding the
alleged concealment or misreporting of income.
Further that, Mr. Gaurav Sharma, PAN- BESPS0859C has filed the reply on 24.07.2024 wherein he mentioned
that the assessment was completed by the Learned ACIT, Central Circle – 19, Delhi, vide order dated 24-12-
2018 under Section 143(3) of the Act, determining income at Rs. 1,20,46,649 by making an addition of Rs.
1,01,69,999 to the declared income of Rs. 18,76,650. The Hon’ble CIT(A) – 27, New Delhi, vide order dated
19-08-2019 in Appeal No. 706/18-19, deleted the said addition, and the Learned ACIT, Central Circle – 20,
Delhi, vide order dated 03-10-2019, gave effect to the same, reducing the income to Rs. 18,76,650. Since no
addition survives, the penalty notice under Section 271(1)(c) of the Act is unsustainable and is liable to be
rescinded.
Despite the aforementioned submission, no response has been received from the relevant Authority, thereby
necessitating a clarification on the status of the proceedings
As on the date of this report, the status of this notice remains pending on the Income Tax portal.
a. Other Material Litigations
As on the date of this Legal Report, there are no material litigations initiated against the Company. A thorough
196review of legal records, regulatory filings, and public disclosures confirms that the Company is not currently
involved in any significant legal disputes that could have a material impact on its financial position, business
operations, or corporate reputation.
Cases Filed By Directors
1. Criminal Proceedings
As on the date of this Legal Report, there are no criminal proceedings, whether initiated, pending, or
contemplated, by the Directors before any court of law, tribunal, or regulatory authority.
a. Other Material Litigations
As on the date of this Legal Report, there are no material litigations initiated by the Directors. A thorough
review of legal records, regulatory filings, and public disclosures confirms that the Company is not currently
involved in any significant legal disputes that could have a material impact on its financial position, business
operations, or corporate reputation.
4. LITIGATION INVOLVING SUBSIDIARY
As on the date of this Legal Report, the Company does not have any subsidiary entities under its ownership
or control. There are no wholly owned subsidiaries, joint ventures, or associate companies affiliated with the
Company. Furthermore, the Company operates independently, without any direct or indirect holdings in other
corporate entities that would qualify as subsidiaries under applicable laws and regulations.
5. LITIGATION INVOLVING GROUP COMPANIES
As on the date of this Legal Report, the Company does not have any group companies within its corporate
structure. There are no parent entities, subsidiaries, associate companies, joint ventures, or any other affiliated
organizations that would qualify as part of the Company's group under applicable legal and regulatory
frameworks. The Company operates as a standalone entity, maintaining complete independence in its
ownership, governance, and financial operations. Additionally, there are no direct or indirect shareholding
arrangements, common management structures, or controlling interests that would establish a formal group
company relationship.
197GOVERNMENT AND OTHER APPROVALS
In view of the licenses / permissions / approvals / no-objections / certifications / registrations, (collectively
“Authorisations”) listed below, our Company can undertake this Issue and our current business activities and to the best of
our knowledge, no further approvals from any governmental or regulatory authority or any other entity are required to
undertake this Issue or continue our business activities. Unless otherwise stated, these approvals are all valid as of the date
of this Prospectus. It must be distinctly understood that, in granting these approvals, the GoI, the RBI or any other authority
does not take any responsibility for our financial soundness or for the correctness of any of the statements made or opinions
expressed in this behalf. For further details in connection with the regulatory and legal framework within which we operate,
please refer to the chapter titled “Key Regulations” beginning on page 121 of the Prospectus.
CORPORATE APPROVALS FOR THIS ISSUE
1. The Board of Directors have, pursuant to resolutions passed at its meeting held on September 13, 2024 has
approved the Issue, subject to the approval by the shareholders of the Company under Section 62 (1) (c) of the
Companies Act 2013.
2. The Shareholders have, pursuant to the resolution dated September 17, 2024 under section 62 (1) (c) of the
Companies Act 2013, authorized the Issue.
IN-PRINCIPLE APPROVAL
The Company has obtained approval from BSE vide its letter dated May 09, 2025 to use the name of BSE in this Offer
document for listing of equity shares on SME Platform of BSE. BSE is the Designated Stock Exchange.
AGREEMENTS WITH NSDL AND CDSL
1. The Company has entered into an agreement dated December 11, 2023 with the Central Depository Services (India)
Limited (CDSL), and the Registrar and Transfer Agent, who, in this case, is “Skyline financial services Private
Limited” for the dematerialization of its shares.
2. The Company has also entered into an agreement dated May 14, 2024 with the National Securities Depository
Limited (NSDL) and the Registrar and Transfer Agent, who, in this case, is “Skyline financial services Private
Limited” for the dematerialization of its shares.
3. The Company’s International Securities Identification Number (ISIN) is INE0S9X01011.
INCORPORATION DETAILS OF OUR COMPANY
Issuing Date of Valid
S.N. Authorisation granted CIN
Authority Issue Upto
Certificate of Incorporation in the ROC, U74140DL2012PTC243246 08/10/2012 16/05/2024
1. name of “DM PRIME SQUARE Delhi
RESEARCH & ANALYTICS
PRIVATE LIMITED”
2 Certificate of Incorporation for ROC, U74140DL2012PTC243246 17/05/2024 11/09/2024
change of name from “DM PRIME Delhi
SQUARE RESEARCH &
ANALYTICS
PRIVATE LIMITED” to “ACE
ALPHA TECH PRIVATE
LIMITED”
1983. Certificate of Incorporation for ROC, U74140DL2012PLC243246 12/09/2024 Perpetual
conversion from Private to Public Delhi
company in the name of
“Ace Alpha Tech Limited”
* CIN of the Company has been changed pursuant to conversion of being private company to public company.
TAX RELATED AUTHORISATIONS OF COMPANY
Registration
S.N. Authorization granted Issuing Authority No./Reference Date of Issue Validity
No./License No.
1. Permanent Income Tax
AAECD4115G 08/10/2012 Perpetual
Account Number Department, GoI
2. Tax Deduction Income Tax
DELD18262G 20/03/2017 Perpetual
Account Number Department, GoI
3. GST Registration Certificate Central Goods and 07AAECD4115G Valid until
01/07/2017
(Delhi) Services Tax Act, 1Z1 cancellation
2017
4. GST Registration Certificate Central Goods and 09AAECD4115G 05/12/2023 Valid until
(Uttar Pradesh) Services Tax Act, 1ZX cancellation
2017
5. GST Registration Certificate Central Goods and 07AAECD4115G2Z 28/04/2025 Valid until
(Delhi) Services Tax Act, 0 (ISD – Input cancellation
Service Distributor)
2017
Material licenses/approvals for which our Company is yet to apply / Statutory Approvals/ Licenses required for the
proposed expansion.
Our Company do not have any pending licenses, permissions, and approvals from the Central and State Governments and
other government agencies/regulatory authorities/certification bodies which applied for but not yet received.
Note: Some of the approvals are in the name of Ace Alpha Tech Private Limited and the Company is in the process of taking
all the approval in the new name of the Company i.e. Ace Alpha Tech Limited.
IT MUST, HOWEVER BE, DISTINCTLY UNDERSTOOD THAT IN GRANTING THE ABOVE- MENTIONED
APPROVALS, THE CENTRAL GOVERNMENT, STATE GOVERNMENT, RBI AND OTHER AUTHORITIES
DO NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE COMPANY OR FOR
THE CORRECTNESS OF ANY OF THE STATEMENTS.
This space has been left blank intentionally.
199OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
1. This Issue has been authorized by a resolution passed by our Board of Directors at its meeting held on September
13, 2024.
2. The Shareholders of our Company have authorized this Issue by their Special Resolution passed pursuant to Section
62 (1) (c) of the Companies Act, 2013, at its Extra Ordinary General Meeting held on September 17, 2024, and
authorized the Board to take decisions in relation to this Issue.
3. The Company has obtained approval from BSE vide its letter dated May 09, 2025 to use the name of BSE in this
Offer document for listing of equity shares on SME Platform of BSE. BSE is the Designated Stock Exchange.
4. Our Board has approved this Draft Red Herring Prospectus through its resolution dated September 27, 2024.
5. Our Board has approved this Red Herring Prospectus through its resolution dated June 16, 2025.
6. We have also obtained all necessary contractual approvals required for this Issue. For further details, refer to the
chapter titled “Government and Other Approvals” beginning on page number 198 of this Prospectus.
Prohibition by SEBI
Our Company, Directors, Promoters, members of the Promoter Group and Group Entities or the Director and Promoter of our
Promoter Companies, have not been prohibited from accessing or operating in the capital markets or restrained from buying,
selling or dealing in securities under any order or direction passed by SEBI or any other regulatory or governmental authority.
The companies, with which Promoters, Directors or persons in control of our Company were or are associated as promoters,
directors or persons in control of any other company have not been prohibited from accessing or operating in capital markets
under any order or direction passed by SEBI or any other regulatory or governmental authority.
Prohibition by RBI or Governmental authority
Our Company, our Promoters or their relatives (as defined under the Companies Act) and our Group Entities have confirmed
that they have not been declared as wilful defaulters by the RBI or any other government authority and there are no violations
of securities laws committed by them in the past or no proceeding thereof are pending against them.
Our directors have not been declared as wilful defaulter by RBI or any other government authority and there have been no
violation of securities laws committed by them in the past or no proceedings thereof are pending against them.
Compliance with the Companies (Significant Beneficial Ownership) Rules, 2018
In view of the General Circular No. 07/2018 dated September 6, 2018 and General Circular No. 8/ 2018 dated September 10,
2018 issued by the Ministry of Corporate Affairs, Government of India, our Company, and our Promoter Group will ensure
compliance with the Companies (Significant Beneficial Ownerships) Rules, 2018 as per the applicability.
Directors associated with the Securities Market
We confirm that none of our directors are associated with the securities market in any manner and no action has been initiated
against these entities by SEBI in the past five (5) years preceding the date of this Prospectus.
ELIGIBILITY FOR THIS ISSUE
Our Company is eligible for the Offer in accordance with Regulation 229(2) and other provisions of Chapter IX of the SEBI
(ICDR) Regulations, 2018 as the post Offer face value capital is More than Rs.1,000 Lakh, but upto 2,500 Lakh. Our
Company also complies with the eligibility conditions laid by the SME Platform of BSE Limited for listing of our Equity Shares.
200We confirm that:
a) In accordance with Regulation 260 of the SEBI (ICDR) Regulations, this Issue will be hundred percent underwritten
and that the BRLM to the Offer will underwrite at least 15% of the Total Issue Size. For further details pertaining
to said underwriting please refer to “General Information” Underwriting on page 44 of this Prospectus.
b) In accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, we shall ensure that the total number of
proposed allottees in the Issue is greater than or equal to fifty, otherwise, the entire application money will be refunded
forthwith. If such money is not repaid within four (4) days from the date our Company becomes liable to repay it,
then our Company and every officer in default shall, on and from expiry of four (4) days, be liable to repay such
application money with interest as prescribed under Section 40 of the Companies Act, 2013 and SEBI (ICDR)
Regulations.
c) In accordance with Regulation 246 of the SEBI (ICDR) Regulations, the BRLM shall ensure that the Issuer shall file a
copy of the Red Herring Prospectus/ Prospectus with SEBI along with a due diligence certificate including additional
confirmations as required to SEBI at the time of filing the Red Herring Prospectus/ Prospectus with the Registrar of
Companies.
d) In accordance with Regulation 261 of the SEBI (ICDR) Regulations, the BRLM will ensure compulsory Market
Making for a minimum period of three (3) years from the date of listing of equity shares offered in this Issue. For
further details of market making arrangement, please refer to the section titled “General Information”, “Details of
the Market Making Arrangements for this Issue” on page 44 of this Prospectus.
e) In accordance with Regulation 228 (a) of the SEBI (ICDR) Regulations, Neither the issuer, nor any of its promoters,
promoter group or directors are debarred from accessing the capital market by the Board.
f) In accordance with Regulation 228 (b) of the SEBI (ICDR) Regulations, none of the promoters or directors of the issuer
is a promoter or director of any other company which is debarred from accessing the capital market by the Board.
g) In accordance with Regulation 228 (c) of the SEBI (ICDR) Regulations, Neither the issuer nor any of its promoters
or directors is a willful defaulter or fraudulent borrower.
h) In accordance with Regulation 228 (d) of the SEBI (ICDR) Regulations, None of the Issuer’s promoters or directors
is a fugitive economic offender.
i) In accordance with Regulation 230 (1) (a) of the SEBI (ICDR) Regulations, Application is being made to BSE Limited
and BSE Limited is the Designated Stock Exchange.
j) In accordance with Regulation 230 (1) (b) of the SEBI (ICDR) Regulations, the Company has entered into agreement
with depositories for dematerialization of specified securities already issued and proposed to be issued.
k) In accordance with Regulation 230 (1) (c) of the SEBI (ICDR) Regulations, all the present Equity share Capital fully
Paid Up.
l) In accordance with Regulation 230 (1) (d) of the SEBI (ICDR) Regulations, all the specified securities held by the
promoters are already in dematerialized form.
BSE ELIGIBILITY NORMS:
1. The Company has been incorporated under the Companies Act, 2013/1956 in India.
Our Company has been incorporated under the Companies Act, 1956 on 8th October, 2012.
2. The post issue paid up capital of the Company (face value) will not be more than Rs. 2,500.00 Lakh.
The post issue paid up capital of the Company (face value) will not be more than Rs. 25 Crores.
2013. Net Worth:
The company has a positive net worth on the basis of Restated Financials (Excluding Revaluation Reserve).
(Amount in Lakhs)
Particulars Period Ended FY ended on FY ended on FY ended on
on 31 31 31 31 March,
December 2024 March, 2024 March, 2023 2022
Net Worth 3057.15 2210.36 376.85 44.53
Tangible Assets
(Amount in Lakhs)
Particulars Period Ended FY ended on FY ended on FY ended on
on 31 31 31 31 March,
December 2024 March, 2024 March, 2023 2022
Net Tangible Assets 179.00 166.55 6.05 2.62
4. Track Record:
Our company was incorporated on 8th October, 2012, under the provision of Companies Act, 2013, therefor we satisfy the
criteria of Track Record
On the basis of restated financial statements:
(Amount in Lakhs)
Particulars 31.12.2024 2023-24 2022-23 2021-22
Net Profit as per Restated Financial Statement 846.79 1065.40 332.31 13.45
Earnings before interest, depreciation and tax 1169.51 1427.41 444.55 18.12
Other Listing Requirements
a) Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).
b) There is no winding up petition against the company that has been admitted by the Court and accepted by a court or
Liquidator has not been appointed.
c) There has been no change in the promoter/s of the Company in preceding one year from the date of filing application
to BSE India for listing on SME Platform of BSE India.
d) No material regulatory or disciplinary action has been taken by any stock exchange or regulatory authority in the past
three years against the Company.
e) Leverage ratio of not more than 3:1. As the company is debt free there is no leverage ratio as on December 31, 2024.
f) Our Company has not been referred to the National Company Law Tribunal (NCLT) under Insolvency and Bankruptcy
Code, 2016.
g) None of the Directors of our Company have been categorized as a Willful Defaulter or fraudulent borrowers.
h) The directors of the issuer are not associated with the securities market in any manner, and there is no outstanding
action against them initiated by the Board in the past five years.
i) No regulatory action of suspension of trading against the promoter(s) or companies promoted by the promoters by
any stock Exchange having nationwide trading terminals.
j) The Promoter(s) or directors shall not be promoter(s) or directors (other than independent directors) of compulsory
delisted companies by the Exchange and the applicability of consequences of compulsory delisting is attracted or
companies that are suspended from trading on account of non-compliance.
k) None of directors are disqualified/ debarred by any of the Regulatory Authority.
l) No pending defaults in respect of payment of interest and/or principal to the debenture/bond/fixed deposit holders by
the applicant company, promoters/ promoting company(ies), Subsidiary Companies.
m) In case of name change within the last one year, at least 50% of the revenue calculated on a restated and consolidated
basis for the preceding 1 full financial year has been earned by it from the activity indicated by its new name. The activity
suggesting name should have contributed to at least 50% of the revenue, calculated on a restated and consolidated basis,
202for the preceding one full financial year: The company’s name has been changed in last 1 year, but the object clause
remains unaltered. The company is in same line of business as before and after name change.
n) The company has mandatorily facilitate trading in demat securities and enter into an agreement with both the depositories
NSDL dated May 14, 2024 and CDSL agreements dated December 11, 2023.
o) Our Company has a live and operational website: www.acealphatech.in
p) Entire Shareholding of the promoter of the Company is in Dematerialized form.
q) The company has been referred to NCLT under IBC and there is no winding up petition against the company, which has
been admitted by the court.
We further confirm that we shall be complying with all the other requirements as laid down for such an Issue under Chapter IX
of SEBI (ICDR) Regulations, as amended from time to time and subsequent circulars and guidelines issued by SEBI and the
BSE Limited.
COMPLIANCE UNDER REGULATION 300 OF SEBI(ICDR) REGULATIONS
No exemption from eligibility norms has been sought under Regulation 300 of the SEBI (ICDR) Regulations with respect to
the Issue.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE PROSPECTUS TO THE SECURITIES
AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT
THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY
EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THIS OFFER
IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS
EXPRESSED IN THE PROSPECTUS. THE BOOK RUNNING LEAD MANAGER, NARNOLIA FINANCIAL
SERVICES LIMITED AS CERTIFIED THAT THE DISCLOSURES MADE IN THE PROSPECTUS ARE
GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS
TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE
PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE PROSPECTUS, THE BOOK RUNNING LEAD MANAGER, NARNOLIA FINANCIAL
SERVICES LIMITED, IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY
DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE
BOOK RUNNING LEAD MANAGER, NARNOLIA FINANCIAL SERVICES LIMITED, SHALL FURNISH TO
SEBI A DUE DILIGENCE CERTIFICATE DATED JUNE 16, 2025 IN THE FORMAT PRESCRIBED UNDER
SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF SECURITIES AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018.
THE FILING OF THE PROSPECTUS DOES NOT, HOWEVER, ABSOLVE OUR COMPANY FROM ANY
LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING SUCH
STATUTORY AND OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED
ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE BOOK
RUNNING LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN THE PROSPECTUS.
DISCLAIMER STATEMENT FROM OUR COMPANY AND THE BOOK RUNNING LEAD MANAGER
Our Company, its Directors and the BRLM accept no responsibility for statements made otherwise than in this Prospectus or
in the advertisements or any other material issued by or at instance of our Company and anyone placing reliance on any other
source of information, including our website www.acealphatech.in & www.narnolia.com would be doing so at his or her own
risk.
Caution
203The BRLM accepts no responsibility, save to the limited extent as provided in the Agreement for Issue management, the
Underwriting Agreement and the Market Making Agreement. Our Company, our Directors and the BRLM shall make all
information available to the public and investors at large and no selective or additional information would be available for a
section of the investors in any manner whatsoever including at road show presentations, in research or sales reports or at
collection centers, etc. The BRLM and its associates and affiliates may engage in transactions with and perform services for,
our Company and their respective associates in the ordinary course of business & have engaged and may in future engage in
the provision of financial services for which they have received, and may in future receive, compensation.
Investors who apply in this Issue will be required to confirm and will be deemed to have represented to our Company and the
Underwriter and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable
laws, rules, regulations, guidelines and approvals to acquire Equity Shares and will not offer, sell, pledge or transfer the Equity
Shares to any person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire Equity
Shares of our Company. Our Company and the BRLM and their respective directors, officers, agents, affiliates and
representatives accept no responsibility or liability for advising any investor on whether such an investor is eligible to acquire
Equity Shares.
Disclaimer in Respect of Jurisdiction
This Issue is being made in India to persons resident in India including Indian nationals resident in India who are not minors,
HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in
shares, Mutual Funds, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI
permission), or trusts under applicable trust law and who are authorized under their constitution to hold and invest in shares,
public financial institutions as specified in Section 2(72) of the Companies Act, VCFs, state industrial development
corporations, insurance companies registered with Insurance Regulatory and Development Authority, provident funds (subject
to applicable law) with minimum corpus of Rs. 2,500 Lakh, pension funds with minimum corpus of Rs.2,500 Lakh and the
National Investment Fund, and permitted non-residents including FPIs, Eligible NRIs, multilateral and bilateral development
financial institutions, FVCIs and eligible foreign investors, provided that they are eligible under all applicable laws and
regulations to hold Equity Shares of the Company. The Prospectus does not, however, constitute an invitation to purchase shares
offered hereby in any jurisdiction other than India to any person to whom it is unlawful to make an offer or invitation in such
jurisdiction. Any person into whose possession this Prospectus comes is required to inform him or herself about, and to observe,
any such restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s)in Delhi
only.
No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that
purpose, except that the Prospectus had been filed with the SME BSE for its observations and BSE gave its observations on the
same. Accordingly, the Equity Shares represented hereby may not be offered or sold, directly or indirectly, and this Prospectus
may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction.
Neither the delivery of this Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of our Company since the date hereof or that the information contained herein is correct as of
any time subsequent to this date.
The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction outside India
and may not be offered or sold, and applications may not be made by persons in any such jurisdiction, except in compliance with
the applicable laws of such jurisdiction. Further, each Applicant where required agrees that such Applicant will not sell or
transfer any Equity Shares or create any economic interest therein, including any off-shore derivative instruments, such as
participatory notes, issued against the Equity Shares or any similar security, other than pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S Securities Act and in compliance with applicable laws,
legislations and Prospectus in each jurisdiction, including India.
Disclaimer Clause of the SME Platform of BSE
BSE has given vide its letter dated May 09, 2025 permission to this Company to use its name in this offer document as one
of the stock exchanges on which this company’s securities are proposed to be listed on the SME Platform. BSE has scrutinized
this offer document for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this
204Company. BSE does not in any manner: -
i. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or
ii. warrant that this Company’s securities will be listed on completion of Initial Public Offer or will continue to be listed
on BSE; or
iii. take any responsibility for the financial or other soundness of this Company, its promoter, its management or any
scheme or project of this Company;
warrant, certify or endorse the validity, correctness or reasonableness of the price at which the equity shares are offered by the
Company and investors are informed to take the decision to invest in the equity shares of the Company only after making their
own independent enquiries, investigation and analysis. The price at which the equity shares are offered by the Company is
determined by the Company in consultation with the Merchant Banker
(s) to the issue and the Exchange has no role to play in the same and it should not for any reason be deemed or construed that
the contents of this offer document have been cleared or approved by BSE. Every person who desires to apply for or otherwise
acquire any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not
have any claim against BSE, whatsoever by reason of any loss which may be suffered by such person consequent to or in
connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any
other reason whatsoever.
iv. BSE does not in any manner be liable for any direct, indirect, consequential or other losses or damages including loss
of profits incurred by any investor or any third party that may arise from any reliance on this offer document or for
the reliability, accuracy, completeness, truthfulness or timeliness thereof.
v. The Company has chosen the SME platform on its own initiative and at its own risk, and is responsible for complying
with all local laws, rules, regulations, and other statutory or regulatory requirements stipulated by BSE / other
regulatory authority. Any use of the SME platform and the related services are subject to Indian Laws and Courts
exclusively situated in Mumbai.
DISCLAIMER CLAUSE UNDER RULE 144A OF U.S. SECURITIES ACT.
The Equity Shares have not been and will not be registered under the U.S Securities Act of 1933, as amended (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 exemption from, or in a transaction not subject
to, the registration requirements of the U.S. Securities laws. Accordingly, the Equity Shares are being offered and sold only
outside the United States in offshore transaction in reliance on Regulation S under the U.S Securities Act and the applicable
laws of the jurisdiction where those offers and sale occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India
and may not be offered or sold, and application may not be made by persons in any such jurisdiction, except in compliance with
the applicable laws of such jurisdiction.
TRACK RECORD OF THE PAST ISSUES HANDLED BY THE BOOK RUNNING LEAD MANAGER
For details regarding the price information and the track record of the past Issues handled by the BRLM to the Issue as specified
in Circular reference no. CIR/CFD/DIL/7/2015 dated October 30, 2015, issued by the SEBI, please refer to Annexure A to the
Prospectus and the website of the BRLM at www.narnolia.com.
PRICE INFORMATION AND THE TRACK RECORD OF THE PAST ISSUES HANDLED BY THE BOOK
RUNNING LEAD MANAGER
ANNEXURE-A
Disclosure of Price Information of Past Issues Handled by Merchant Banker
205TABLE 1
S. Issuer Name Issue Issue Listing Openin +/-% change +/-% +/-%
No. Size Price Date g Price in closing change in change in
(Rs. in (Rs.) on price, [+/-% closing closing
Cr.) Listing change in price, [+/-% price, [+/-
Date closing change in % change
benchmark] closing in
- benchmark] closing
30th - benchmark
calendar 90th ]-
days from calendar 180th
listing days from calendar
listing days from
listing
Initial Public Offering - Main Board
N.A.
Initial Public Offering – SME Exchange
1. A3ddictive Learning 60.16 140 30 January 294.50 (6.84%) (4.87%) (7.31%)
T. echnology Limited 2024 1.00% 5.03% 15.40%
2. R4adiowalla Network 14.25 76 05 April 120.15 4.45% 5.78% (2.50%)
L. imited 2024 (0.40%) 7.94% 12.15%
3. Z5-Tech (India) 37.30 110 05 June 100.00 185.90% 254.60% 298.95%
L. imited 2024 7.53% 11.76% 7.32%
4. A6esthetik Engineers 26.47 58 16 August 110.20 (31.13%) (30.76%) (40.11%)
L. imited 2024 3.43% (4.11%) (6.10%)
5. S7hare Samadhan 24.06 74 16 73.05 (20.30%) (17.92%) (1.44%)
L. imited September (1.62%) (2.42%)
(11.77%)
2024
6. D8ivyadhan Recycling 24.17 64 04 October 84.00 0.00% (14.23%) (50.54%)
I.n dustries Limited 2024 (2.84%) (3.30%) (6.73%)
7. P9ranik Logistics 22.47 77 17 October 79.00 0.06% (6.90%) (4.92%)
L. imited 2024 (4.92%) (6.36%) (5.74%)
8. U1sha Financial 98.44 168 31 October 164.00 (28.63%) (39.12%) (56.59%)
S0ervices Limited 2024
.
(0.31%) (4.31%) 0.54%
9. S at Kartar Shopping 33.80 81 17 January 153.90 23.46% (9.42%)
Limited 2025 N.A.
(0.12%) 2.79%
10. M ayasheel Ventures 47.00 27.2 27 July 58.00
Limited 8 2025
Note: The above data is of latest 10 issues managed by the Merchant Banker.
TABLE 2
Summary Statement of Disclosure
Financial Total nToo.t aolf AmNoou. notf IPOs trading No. of IPOs trading No. of IPOs trading No. of IPOs trading at
Year IPOs of Faut nddissc ount-30th at premium-30th at discount-180th premium-180th
raised. calendar days from calendar days from calendar days from calendar days from
(Rs. Cr.) listing listing listing listing
Over BetweenL ess Over BetweenL ess Othvearn BetweenL ess Othvearn BetweenL ess than
50% 25-50%%t ha n 50% 25-50%%2 5 % 50% 25-50%2 5% 50% 25-50%2 5%
25%
2023-24 8 304.92 - - 3 3 1 1 1 - 2 3 1 1
2024-25 8 247.16 - 2 1 3 3 2 1 - 2 2 - 2
206LISTING
Application will be made to the BSE Limited for obtaining permission to deal in and for an official quotation of our Equity
Shares. BSE Limited is the Designated Stock Exchange, with which the Basis of Allotment will be finalized.
The SME Platform of BSE Limited has given its in-principle approval for using its name in our Offer documents vide its letter
no. LO\SME-IPO\AAIP\52\2025-26 dated May 09, 2025.
If the permissions to deal in and for an official quotation of our Equity Shares are not granted by the SME Platform of BSE
Limited, our Company will forthwith repay, without interest, all moneys received from the Applicant in pursuance of the
Prospectus. If such money is not repaid within 4 days after our Company becomes liable to repay it (i.e. from the date of refusal
or within 15 working days from the Offer Closing Date), then our Company and every Director of our Company who is an
officer in default shall, on and from such expiry of 4 days, be liable to repay the money, with interest at the rate of 15 per cent
per annum on application money, as prescribed under section 40 of the Companies Act, 2013.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of
trading at the SME Platform of BSE Limited mentioned above are taken within three Working Days from the Offer Closing
Date.
Impersonation
Attention of the Applicants is specifically drawn to the provisions 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 Equity Shares have not been and will not be registered under the U.S Securities Act of 1933, as amended (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 exemption from, or in a transaction not subject
to, the registration requirements of the U.S. Securities laws. Accordingly, the Equity Shares are being offered and sold only
outside the United States in offshore transaction in reliance on Regulation S under the U.S Securities Act and the applicable
laws of the jurisdiction where those offers and sale occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India
and may not be offered or sold, and application may not be made by persons in any such jurisdiction, except in compliance with
the applicable laws of such jurisdiction.
CONSENTS
Consents in writing of:(a) the Directors, Statutory Auditor & Peer Reviewed Auditor, the Company Secretary & Compliance
Officer, Chief Financial Officer, Banker to the Company and (b) BRLM, Market Maker, Registrar to the Issue, Public Issue
Bank / Banker to the Issue and Refund Banker to the Issue, Legal Advisor to the Issue to act in their respective capacities have
been/or will be obtained (before filing prospectus to ROC) and will be filed along with a copy of the Prospectus with the RoC,
as required under Section 26 of the Companies Act and such consents shall not be withdrawn up to the time of delivery of the
Prospectus for registration with the RoC.
Our Auditors have given their written consent to the inclusion of their report in the form and context in which it appears in the
207Prospectus/ Red Herring Prospectus/ Prospectus and such consent and report is not withdrawn up to the time of delivery of this
Prospectus/ Red Herring Prospectus/ Prospectus with BSE.
EXPERT OPINION
Except as stated below, our Company has not obtained any expert opinion:
Our Company has received written consent dated September 10, 2024 from Peer Review Auditor namely, M/s KRA & Co,
Chartered Accountants, Peer Review Certificate No.: 015776 & FRN: 0020266N, and Statutory Auditor M/s Lalit Agarwal &
Co Chartered Accountants, Registration No.: 008995N.
Legal Advisor, ABIZ Chancellor vide consent later dated August 22, 2024 has consented to include their name as an expert as
defined under Section 2(38) of the Companies Act, read with Section 26(5) of the Companies Act 2013. The report of the peer
review auditor on Statement of Tax Benefits and report on Restated Financials, for the period ended December 31, 2024 and
financial years ended March 31, 2024; 2023 & 2022 as included in this Prospectus. Further, Legal Advisor, ABIZ Chancellor
has given his legal due diligence report, as included in the Draft Red Herring Prospectus, in relation to the Outstanding Litigations
and Material Developments dated September 26, 2024 and Red Herring Prospectus, in relation to the Outstanding Litigations
and Material Developments dated May 21, 2025.
Additionally, M/s D.S. & Associates, Company Secretaries has given due diligence report, as included in this Draft Red Herring
Prospectus, in relation to the company dated September 23, 2024. Furthermore, M/s A P R & Associates LLP, Company
Secretaries has given due diligence report, as included in this Prospectus, in relation to the company dated May 15, 2025.
Aforementioned consents have not been withdrawn as on the date of this Prospectus. However, the term - expert shall not be
construed to mean an - expert as defined under the U.S. Securities Act.
All the intermediaries including Merchant Banker has relied upon the appropriacy and authenticity of the same.
PREVIOUS RIGHTS AND PUBLIC ISSUES SINCE INCORPORATION
We have not made any previous rights and/or public issues since incorporation and are an Unlisted Issuer in terms of the SEBI
(ICDR) Regulations and this Issue is an Initial Public Offering in terms of the SEBI (ICDR) Regulations.
PREVIOUS ISSUES OF SHARES OTHERWISE THAN FOR CASH
Other than as detailed under chapter titled “Capital Structure” beginning on page 56 of the Prospectus, our Company has
not issued any Equity Shares for consideration otherwise than for cash.
COMMISSION AND BROKERAGE ON PREVIOUS ISSUES
Since this is the IPO of the Equity Shares by our Company, no sum has been paid or has been payable as commission or brokerage
for subscribing to or procuring or agreeing to procure subscription for any of our Equity Shares in the five years preceding the
date of this Prospectus.
PREVIOUS CAPITAL ISSUE DURING THE PREVIOUS THREE YEARS BY LISTED SUBSIDIARIES, GROUP
COMPANIES AND ASSOCIATES OF OUR COMPANY
None of our Group Companies and Associates are listed and have undertaken any public or rights issue in the three years preceding
the date of this Prospectus. Further, as on the date of this Prospectusour company has no Listed Subsidiary.
PERFORMANCE VIS-À-VIS OBJECTS – PUBLIC/RIGHTS ISSUE OF THE LISTED SUBSIDIARIES OF OUR
COMPANY
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. Therefore, data regarding performance vis-à-vis objects is not applicable to us. Further,
as on date of this Prospectusour Company has no listed corporate promoters and no listed subsidiary company.
OUTSTANDING DEBENTURES, BONDS, REDEEMABLE PREFERENCE SHARES AND OTHER INSTRUMENTS
208ISSUED BY OUR COMPANY
As on the date of the Prospectus, our Company has no outstanding debentures, bonds or redeemable preference shares.
OPTION TO SUBSCRIBE
Equity Shares being offered through this Prospectus can be applied for in dematerialized form only.
STOCK MARKET DATA FOR OUR 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.
MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES
The Memorandum of Understanding between the Registrar and us will provide for retention of records with the Registrar for a
period of at least one year from the last date of dispatch of the letters of allotment, demat credit and refund orders to enable the
investors to approach the Registrar to this Issue for redressal of their grievances.
All grievances relating to this Offer may be addressed to the Registrar with a copy to the Company Secretary and Compliance
Officer, giving full details such as the name, address of the applicant, number of Equity Shares applied for, amount paid on
application and the bank branch or collection centre where the application was submitted.
All grievances relating to the ASBA process may be addressed to the SCSB, giving full details such as name, address of the
applicant, number of Equity Shares applied for, amount paid on application and the Designated Branch or the collection centre
of the SCSB where the Bid-cum-Application Form was submitted by the ASBA Applicant.
Further, none of our subsidiary companies or Group Companies are listed on any stock exchange, so disclosure regarding
mechanism for redressal of investor grievances for our subsidiary companies are not applicable.
DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY
Our Company or the Registrar to the Offer or the SCSB in case of ASBA Applicant shall redress routine investor grievances.
We estimate that the average time required by us or the Registrar to this Offer for the redressal of routine investor grievances will
be 12 Working 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 appointed CS Priyanka as the Company Secretary and Compliance Officer and may be contacted at the
following address:
ACE ALPHA TECH LIMITED
Ms. Priyanka
A-39, 2nd Floor, Sector 64 Noida, Gautam Buddh Nagar, Uttar Pradesh – 201301
E-mail: compliance@acealphatech.in
Website: www.acealphatech.in
Investors can contact the Company Secretary and Compliance Officer or the Registrar in case of any pre-Offeror post-Offer
related problems such as non-receipt of letters of allocation, credit of allotted Equity Shares in the respective beneficiary
account or refund orders, etc.
209SECTION VIII – ISSUE RELATED INFORMATION
TERMS OF THE OFFER
The Equity Shares being issued pursuant to this issue shall be subject to the provision of the Companies Act, SEBI (ICDR)
Regulations, 2018, SCRA, SCRR, Memorandum and Articles, the terms of this Red- Herring Prospectus, Red Herring
Prospectus, Prospectus, Abridged Prospectus, Application Form, the Revision Form, the Confirmation of Allocation Note
(CAN) and other terms and conditions as may be incorporated in the Allotment advices and other documents/ certificates that
may be executed in respect of the Issue. The Equity Shares shall also be subject to laws, guidelines, rules, notifications and
regulations relating to the issue of capital and listing of securities issued from time to time by SEBI, the Government of India,
BSE, ROC, RBI and / or other authorities, as in force on the date of the Issue and to the extent applicable.
Please note that, in accordance with the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, and
the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors (Except Anchor investors)
applying in a public issue shall use only Application Supported by Blocked Amount (ASBA) facility for making payment.
Further, further in terms of SEBI through its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, and
as modified though its circular SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26,
2019 and circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, in relation to clarifications on
streamlining the process of public issue of equity shares and convertibles it has proposed to introduce an alternate payment
mechanism using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner.
Currently, for application by RIIs through Designated Intermediaries, the existing process of physical movement of forms from
Designated Intermediaries to SCSBs for blocking of funds is discontinued and RIIs submitting their Application Forms through
Designated Intermediaries (other than SCSBs) can only use the UPI mechanism with existing timeline of T+3 days. Further
SEBI through its circular no SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, has decided to continue with the Phase
II of the UPI ASBA till further notice.
The SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 09, 2013, has introduced reduction of
timeline for listing of shares in public issue from existing T+6 days to T+3 days. This circular shall be applicable on voluntary
basis for public issues opening on or after September 1, 2023, and Mandatory for public issues opening on or after December
1, 2023.
Further vide the said circular Registrar to the Issue and Depository Participants have been also authorised to collect the
Application forms. Investors may visit the official website of the concerned stock exchange for any information on
operationalization of this facility of form collection by Registrar to the Issue and DPs as and when the same is made available.
The Offer
The Offer consists of a Fresh Issue by our Company. Expenses for the Offer shall be Borne by our Company in the manner
specified in “Objects of the Issue” on page 79 of this Prospectus.
Ranking of Equity Shares
The Equity Shares being Offered/Allotted in the Issue shall be subject to the provisions of the Companies Act, 2013 and the
Memorandum & Articles of Association, SEBI ICDR Regulations and shall rank pari-passu with the existing Equity Shares of
our Company including rights in respect of dividend. The Allottees upon receipt of Allotment of Equity Shares under this issue
will be entitled to dividends, Voting Power and other corporate benefits, if any, declared by our Company after the date of
allotment in accordance with Companies Act, 2013 and the Articles of Association of the Company.
Authority for the Issue
This Issue has been authorized by a resolution of the Board passed at their meeting held on September 13, 2024 subject to the
approval of shareholders through a special resolution to be passed pursuant to section 62 (1) (c) of the Companies Act, 2013.
210The shareholders have authorized the Issue by a special resolution in accordance with Section 62 (1) (c) of the Companies Act,
2013 passed at the Extra-Ordinary General Meeting of the Company held on September 17, 2024.
Mode of Payment of Dividend
The declaration and payment of dividend will be as per the provisions of Companies Act, 2013 and recommended by the Board
of Directors at their discretion and approved by the shareholders and will depend on a number of factors, including but not
limited to earnings, capital requirements and overall financial condition of our Company. We shall pay dividends in cash and as
per provisions of the Companies Act, 2013. Dividends, if any, declared by our Company after the date of Allotment will be
payable to the transferee who have been Allotted Equity Shares in the Offer, for the entire year, in accordance with applicable
laws. For further details, please refer to the chapter titled Dividend Policy beginning on pages 157 of this Prospectus.
Face Value and Issue Price
The face value of each Equity Share is Rs. 10/- and the Offer Price at the lower end of the Price Band is Rs. 65 /- per Equity
Share and at the higher end of the Price Band is Rs. 69/- per Equity Share. The Anchor Investor Offer Price is Rs. 69/- per
Equity Share.
The Price Band and the Bid Lot will be decided by our Company, in consultation with the BRLM, and published by our
Company in all edition of Financial Express (a widely circulated English national daily newspaper) and all edition of Jansatta
(a widely circulated Hindi national daily newspaper Hindi being the regional language of Delhi , where our Registered Office is
located) at least two Working Days prior to the Bid/Offer Opening Date, and shall be made available to the Stock Exchange for
the purpose of uploading the same on their website. The Price Band, along with the relevant financial ratios calculated at the
Floor Price and at the Cap Price shall be pre-filled in the Bid-cum- Application Forms available at the website of the Stock
Exchange. The Offer Price shall be determined by our Company, in consultation with the BRLM, after the Bid/Offer Closing
Date, on the basis of assessment of market demand for the Equity Shares offered by way of the Book Building Process.
At any given point of time there shall be only one denomination of the Equity Shares of our Company, subject to applicable
laws.
Compliance with the disclosure and accounting norms
Our Company shall comply with all the applicable disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Equity Shareholder
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our Shareholders shall have the
following rights:
• Right to receive dividend, if declared;
• Right to attend general meetings and exercise voting powers, unless prohibited by law;
• Right to vote on a poll either in person or by proxy or e-voting, in accordance with the provisions of the
Companies Act;
• Right to receive annual reports and notices to members;
• Right to receive offers for rights shares and be allotted bonus shares, if announced;
• Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;
• Right of free transferability, subject to applicable laws and regulations; and the Articles of Association of
our Company; and
• Such other rights, as may be available to a shareholder of a listed public company under the Companies
Act and the Memorandum and Articles of Association of the Company.
For a detailed description of the main provisions of the Articles of Association of our Company relating to voting rights,
211dividend, forfeiture and lien, transfer, transmission and/or consolidation/splitting, see “Main Provisions of Articles of
Association” on page 252 of this Prospectus.
Allotment only in Dematerialized form
Pursuant to Section 29 of the Companies Act, the Equity Shares shall be Allotted only in dematerialized form. As per SEBI
ICDR Regulations, the trading of the Equity Shares shall only be in dematerialized form. In this context, two agreements have
been signed by our Company with the respective Depositories and the Registrar to the Issue before filing this Prospectus:
• Tripartite agreement dated December 11, 2023 among CDSL, our Company and the Registrar to the Issue; and
• Tripartite agreement dated May 14, 2024 among NSDL, our Company and the Registrar to the Issue.
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 a body corporate shall be in dematerialized form i.e. not in the form of physical certificates, but be
fungible and be represented by the statement issued through electronic mode. The trading of the Equity Shares will happen in
the minimum contract size of 2000 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 Issue will be done in multiples of 2000
Equity Shares subject to a minimum allotment of 2000 Equity Shares to the successful Applicants in terms of the SEBI circular
No. CIR/MRD/DSA/06/2012 dated February 21, 2012.
Minimum Application value, Market Lot and Trading Lot
In accordance with Regulation 267 (2) of the SEBI ICDR Regulations, our Company shall ensure that the minimum application
size shall not be less than ₹ 1,00,000/- (Rupees One Lakh) per application.
The trading of the Equity Shares will happen in the minimum contract size of 2000 Equity Shares and the same may be modified
by the SME Platform of BSE from time to time by giving prior notice to investors at large. For further details, see “Offer
Procedure” on page 218 of this Prospectus.
Minimum Number of Allottees
Further in accordance with Regulation 268(1) of SEBI ICDR Regulations, the minimum number of allottees in this Issue shall
be 50 shareholders. In case the minimum number of prospective allottees is less than 50, no allotment will be made pursuant to
this Issue and all the monies blocked by SCSBs shall be unblocked within four (4) working days of closure of Issue.
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.
Jurisdiction
Exclusive Jurisdiction for the purpose of this Issue is with the competent courts/authorities in India.
The Equity Share have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United
States and may not be issued 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 U.S. state securities laws. Accordingly, the Equity Shares
are being issued and sold only outside the United States in off-shore transactions in reliance on Regulation S under the U.S.
Securities Act and the applicable laws of the jurisdiction where those issues 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 issued or sold, and applications may not be made by persons in any such jurisdiction, except in
212compliance with the applicable laws of such jurisdiction.
Nomination Facility to the Investor
In accordance with Section 72 of the Companies Act, 2013, read with Companies (Share Capital and Debentures) Rules, 2014,
the sole Applicant, or the first Applicant along with other joint Applicants, may nominate any one person in whom, in the event
of the death of sole Applicant or in case of joint Applicants, death of all the Applicants, as the case may be, the Equity Shares
Allotted, if any, shall vest. A person, being anominee, entitled to the Equity Shares by reason of the death of the original
holder(s), shall 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/transfer/alienation of Equity Share(s) by the person nominating. A buyer will be titled to make a
fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at
our Registered Office or Corporate Office or to the registrar and transfer agents of our Company.
Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act shall upon production of
such evidence, as may be required by the Board, elect either:
1. to register himself or herself as the holder of the equity shares; or
2. to make such transfer of the equity shares, as the deceased holder could have made.
Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to
transfer the equity shares, and if the notice is not complied with within a period of ninety (90) days, the Board may thereafter
withhold payment of all dividends, bonuses or other monies payable in respect of the equity shares, until the requirements of
the notice have been complied with.
Since the Allotment of Equity Shares in the Issue will be made only in dematerialized form, there is no need to make a separate
nomination with our Company. Nominations registered with respective depository participant of the applicant would prevail.
If the Applicants require changing of their nomination, they are requested to inform their respective depository participant.
Restrictions, if any on Transfer and Transmission of Equity Shares
Except for the lock-in of the pre-Issue capital of our Company, Promoters‘ minimum contribution as provided in “Capital
Structure” on page 56 of this Prospectusand except as provided in the 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, please refer “Main Provisions of Articles of Association” on page
252 of this 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 and the BRLM do not accept any responsibility for the completeness and accuracy
of the information stated herein above. Our Company and the BRLM 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 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.
Arrangements for Disposal of Odd Lots
The trading of the Equity Shares will happen in the minimum contract size of 600 shares in terms of the SEBI Circular No.
CIR/MRD/DSA/06/2012 dated February 21, 2012. However, in terms of Regulation 261(5) of the SEBI ICDR Regulations,
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.
New Financial Instruments
213There are no new financial instruments such as deep discounted bonds, debenture, warrants, secured premium notes, etc. issued
by our Company. Application by eligible NRIs, FPIs Registered with SEBI, VCFs, AIFs registered with SEBI and QFIs. It is to
be understood that there is no reservation for Eligible NRIs or FPIs or QFIs or VCFs or AIFs registered with SEBI. Such
Eligible NRIs, QFIs, FPIs, VCFs or AIFs registered with SEBI will be treated on the same basis with other categories for the
purpose of Allocation.
Withdrawal of the Issue
Our Company in consultation with the BRLM, reserve the right to not to proceed with the Issue after the Issue Opening Date
but before the Allotment. In such an event, our Company would issue a public notice in the newspapers in which the pre-Issue
advertisements were published, within two (2) days of the Issue Closing Date or such other time as may be prescribed by SEBI,
providing reasons for not proceeding with the Issue. The BRLM through, the Registrar to the Issue, shall notify the SCSBs to
unblock the bank accounts of the ASBA applicant within one (1) Working Day from the date of receipt of such notification.
Our Company shall also inform the same to the Stock Exchanges on which Equity Shares are proposed to be listed.
Notwithstanding the foregoing, this Issue is also subject to obtaining the final listing and trading approvals of the Stock
Exchange, which our Company shall apply for after Allotment. If our Company withdraws the Issue after the Issue Closing Date
and thereafter determines that it will proceed with an issue/issue for sale of the Equity Shares, our Company shall file a fresh
Prospectus with Stock Exchange.
Minimum Subscription
This Offer is not restricted to any minimum subscription level. This Offer is 100% underwritten. If the Issuer does not receive
the subscription of 100% of the Issue through this offer document including devolvement of Underwriter within sixty days from
the date of closure of the Offer, the Issuer shall forthwith refund the entire subscription amount received within the time limit
as prescribed under the SEBI (ICDR) Regulations and Companies Act, 2013.
In terms of Regulation 272(2) of SEBI ICDR Regulations, in case the issuer fails to obtain listing or trading permission from
the stock exchanges where the specified securities were to be listed, it shall refund through verifiable means the entire monies
received within four (4) days of receipt of intimation from stock exchanges rejecting the application for listing of specified
securities, and if any such money is not repaid within four (4) days after the issuer becomes liable to repay it the issuer and
every director of the company who is an officer in default shall, on and from the expiry of the fourth day, be jointly and
severally liable to repay that money with interest at the rate of fifteen per cent. per annum.
In terms of Regulation 260 of the SEBI ICDR Regulations, 2018, the Issue is 100% underwritten. For details of underwriting
arrangement, kindly refer the chapter titled “General Information” on page 44 of this 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 Rupees One Lakh per application.
Further, in accordance with Regulation 268 of the SEBI (ICDR) Regulations, our Company shall ensure that the number of
prospective allottees to whom the Equity Shares will allotted will not be less than 50 (Fifty).
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.
214Period of Subscription List of the Public Issue
Event Indicative Date
Offer Opening Date June 26, 2025
Offer Closing Date June 30, 2025
Finalization of Basis of Allotment with the Designated Stock Exchange July 01, 2025
Initiation of Allotment/ Refunds/ Unblocking of Funds from ASBA July 01, 2025
Account or UPI ID linked bank account*
Credit of Equity Shares to Demat Accounts of Allottees July 02, 2025
Commencement of trading of the Equity Shares on the Stock Exchange July 03, 2025
Note: Our Company in consultation with the Book Running Lead Manager, may consider participation by Anchor
Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one
Working Day prior to the Bid/Offer Opening Date in accordance with the SEBI ICDR Regulations.
The above timetable is indicative and does not constitute any obligation on our Company and the BRLM Whilst our Company
shall ensure that all steps for the completion of the necessary formalities for the listing and the commencement of trading of
the Equity Shares on the Stock Exchange are taken within 3 Working Days of the Issue Closing Date, the timetable may change
due to various factors, such as extension of the Issue by our Company or any delays in receiving the final listing and trading
approval from the Stock Exchange. The Commencement of trading of the Equity Shares will be entirely at the discretion of the
Stock Exchange and in accordance with the applicable laws.
*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 Bid/Offer Closing Date for cancelled / withdrawn / deleted
ASBA Forms, the Bidder shall be compensated in accordance with applicable law by the intermediary responsible
for causing such delay in unblocking, for which period shall start from the day following the receipt of a complaint
from the Bidder. The BRLM shall, in their sole discretion, identify and fix the liability on such intermediary or entity
responsible for such delay in unblocking. The Bidder shall be compensated in the manner specified in the SEBI
circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 and 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 SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51
dated April 20, 2022 and SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 shall be
deemed to be incorporated in the deemed agreement of the Bank with the SCSBs to the extent applicable, in case of
delays in resolving investor grievances in relation to blocking/unblocking of funds, which for the avoidance of
doubt, shall be deemed to be incorporated in the deemed agreement of our Company with the SCSBs, to the extent
applicable.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter
banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular No:
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.
Bids 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
Issue Period at the Bidding Centers mentioned in the Bid cum Application Form.
215Standardization of cut-off time for uploading of bids on the Bid/Issue closing date:
i. A standard cut-off time of 3.00 p.m. for acceptance of bids.
ii. A standard cut-off time of 4.00 p.m. for uploading of bids received from other than retail individual applicants.
iii. A standard cut-off time of 5.00 p.m. for uploading of bids received from only retail individual applicants, which
may be extended up to such time as deemed fit by BSE Limited after taking into account the total number of bids
received up to the closure of timings and reported by BRLM to BSE Limited within half an hour of such closure.
It is clarified that Bids not uploaded in the book, would be rejected. In case of discrepancy in the data entered in the electronic
book vis-à-vis the data contained in the physical Bid form, for a particular bidder, the details as per physical bid cum application
form of that Bidder may be taken as the final data for the purpose of allotment.
Bids will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holiday).
Migration to Main Board
After satisfying the eligibility criteria stated in the notice no. 20231124-55 of BSE dated 24 November 2023, our company may
migrate to the main board of BSE Limited at a later date subject to the following:
a. If the Paid-up Capital of our Company is likely to increase above ₹ 25 crores by virtue of any further issue of capital
by way of rights, 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 favor 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
b. If the paid-up Capital of our company is more than ₹ 10 Crores but below ₹ 25 Crores, our Company may still apply
for migration to the main board if the same has been approved by a special resolution through postal ballot wherein
the votes cast by the shareholders other than the Promoter in favor of the proposal amount to at least two times the
number of votes cast by shareholders other than promoter shareholders against the proposal.
Any company desiring to migrate to the Main board from the SME Board within three years of listing on SME platform of BSE has
to fulfill following conditions:
a. The company should have positive operating profit (earnings before interest, depreciation and tax) from operations for at least
any 2 out of 3 financial years and has positive Profit after tax (PAT) in the immediate preceding Financial Year of making the
migration application to Exchange.
b. The applicant company should have a Net worth of at least Rs. 15 crores for 2 preceding full financial years.
c. The company should have a Net worth of at least Rs. 15 crores for 2 preceding full financial years.
d. The applicant company is listed on SME Exchange/ Platform having nationwide terminals for atleast 3 years.
Market Making
The shares issued and transferred 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 chapter titled General Information beginning on page 44 of this Prospectus.
Option to receive securities in Dematerialized Form
216In accordance with the SEBI ICDR Regulations, 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 on the dematerialized segment of the Stock Exchange. Allottees shall have the option to re-
materialize the Equity Shares, if they so desire, as per the provisions of the Companies Act and the Depositories Act.
This Space has been left intentionally
217OFFER PROCEDURE
All Bidders should read 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 which is part of the abridged prospectus accompanying the Bid cum Application Form. The General Information
Document is available on the websites of the Stock Exchanges and the BRLM. Please refer to the relevant provisions of the
General Information Document which are applicable to the Issue, especially in relation to the process for Bids by UPI Bidders
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 Bidders may refer to the General Information Document for information in relation to (i) category of investors
eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv) payment
instructions for ASBA Bidders; (v)issuance of CAN and Allotment in the Issue; (vi) general instructions (limited to instructions
for completing the Bid cum Application Form); (vii) designated date; (viii) disposal of applications; (ix) submission of Bid cum
Application Form; (x) other instructions (limited to joint bids in cases of individual, multiple bids and instances when an
application would be rejected on technical grounds); (xi) applicable provisions of the 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 its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the UPI
Mechanism for RIBs applying through Designated Intermediaries was made effective along with the existing process and existing
timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective till 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 Bids 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 Bids with existing
timeline of T+6 days was mandated 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/DIL2/CIR/P/2020/50 dated March 30, 2020
extended the timeline for implementation of UPI Phase II till further notice. The final reduced timeline will be made effective
using the UPI Mechanism for applications by RIBs (“UPI Phase III”), as may be prescribed by SEBI. The Issue has been
undertaken pursuant to the processes and procedures under UPI Phase III, subject to any circulars, clarification 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 pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular
no.SEBI/HO/CFD/DIL2/CIR/P/2022/51dated April 20, 2022, has introduced certain additional measures for streamlining the
process of initial public Issues and redressing investor grievances. This circular shall come into force for initial public Issues
opening on or after May 1, 2021 and the provisions of this circular are deemed to form part of this Prospectus. Subsequently,
SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 modifying the process timelines and extending
the implementation timelines for certain measures introduced by the March 16 Circular. Furthermore, pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all UPI Bidders in initial public offerings (opening on or after May 1,
2022) whose application sizes are up to ₹ 5,00,000/- shall use the UPI Mechanism.
The processing fees for applications made by Retail Individual Bidders using the UPI Mechanism may be released to the remitter
banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular No:
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021, read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.
Our Company, the Promoter and the BRLM do not accept any responsibility for the completeness and accuracy of the information
stated in this section and General Information Document and are not liable for any amendment, modification or change in the
applicable law which may occur after the date of this Prospectus. Bidders are advised to make their independent investigations and
ensure that their Bids are submitted in accordance with applicable laws and do not exceed the investment limits or maximum
number of the Equity Shares that can be held by them under applicable law or as specified in the Draft Red Herring Prospectus,
Red Herring Prospectus and Prospectus.
Further, our Company, the Promoter and the Members of the Syndicate are not liable for any adverse occurrences consequent to
the implementation of the UPI Mechanism for application in the Issue.
Book Building Procedure
In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”) read with Regulation
218252 of SEBI ICDR Regulations, 2018, the Issue is being made for at least 25% of the post-Issue paid-up Equity Share capital of
our Company. The Issue is being made under Regulation 229(2) of Chapter IX of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 via book building process wherein not more than 50% of the Issue shall be allocated on a
proportionate basis to QIBs, provided that our Company and may, in consultation with the BRLM, allocate up to 60% of the QIB
Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which one-third shall be
reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor
Investor Allocation Price. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity
Shares shall be added to the QIB Portion. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available
for allocation on a proportionate basis only to Mutual Funds, and the remainder of the QIB Portion shall be available for allocation
on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received
at or above the Issue Price. Further, not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non
Institutional Investors and not less than 35% of the Issue shall be available for allocation to Retail Individual Investors in
accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price.
Subject to valid Bids being received at or above the Issue Price, undersubscription, if any, in any category, except the QIB Portion,
would be allowed to be met with spill-over from any other category or a combination of categories at the discretion of our
Company in consultation with the BRLM, and the Designated Stock Exchange. However, under-subscription, if any, in the QIB
Portion will not be allowed to be met with spillover from other categories or a combination of categories.
The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.
Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialized form. The Bid cum
Application Forms which do not have the details of the Bidders’ depository account, including DP ID, Client ID, PAN and UPI
ID, as applicable, shall be treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity
Shares in physical form. However, they may get the Equity Shares rematerialized subsequent to Allotment of the Equity Shares in
the Issue, subject to applicable laws.
Phased implementation of Unified Payments Interface
SEBI has issued a circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 and circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019 circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 June 28, 2019,
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133
dated November 08, 2019 (collectively the “UPI Circulars”) in relation to streamlining the process of public issue of equity shares
and convertibles. Pursuant to the UPI Circulars, UPI will be introduced in a phased manner as a payment mechanism (in addition
to mechanism of blocking funds in the account maintained with SCSBs under the ASBA) for applications by RIBs through
intermediaries with the objective to reduce the time duration from public issue closure to listing from six working days to up to
three working days. Considering the time required for making necessary changes to the systems and to ensure complete and smooth
transition to the UPI Mechanism, the UPI Circular proposes to introduce and implement the UPI Mechanism in three phases in the
following manner:
Phase I: This phase has become applicable from January 1, 2019 until March 31, 2019 or floating of five main board public issues,
whichever is later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019. Under this phase, a
Retail Individual Applicant had the option to submit the Application Form with any of the intermediary and use his / her UPI ID
for the purpose of blocking of funds. The time duration from public issue closure to listing 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. Subsequently, it was decided to extend the timeline for implementation of
Phase II until March 31, 2020. Further, as per SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, the current
Phase II of Unified Payments Interface with Application Supported by Blocked Amount is continued till further notice. Under
this phase, submission of the ASBA Form by RIIs through Designated Intermediaries (other than SCSBs) to SCSBs for blocking
of funds will be discontinued and will be replaced by the UPI payment mechanism. However, the time duration from public issue
closure to listing was six Working Days during this phase.
Phase III: The commencement period of Phase III is notified. In this phase, the time duration from public issue closure to listing
is proposed to be reduced to three Working Days.
All SCSBs offering facility of making application in public issues shall also provide facility to make application using the UPI
Mechanism. The Issuers will be required to appoint one of the SCSBs as a sponsor bank to act as a conduit between the Stock
Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions of the Retail Individual Applicants
into the UPI mechanism.
219For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the Lead
Manager.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be available at the
offices of the BRLM, the Designated Intermediaries at Bidding Centres, and Registered Office of our Company. An electronic
copy of the Bid cum Application Form will also be available for download on the websites of the BSE, at least one day prior to
the Bid/ Issue Opening Date.
Copies of the Anchor Investor Application Form will be available at the offices of the BRLM.
All Bidders (other than Anchor Investors) shall mandatorily participate in the Issue only through the ASBA process. ASBA
Bidders must provide either (i) the bank account details and authorisation to block funds in the ASBA Form, or (ii) the UPI ID,
as applicable, in the relevant space provided in the ASBA Form. The ASBA Forms that do not contain such details are liable to
be rejected. Applications made by the RIIs using third party bank account or using third party linked bank account UPI ID are
liable for rejection. Anchor Investors are not permitted to participate in the Issue through the ASBA process. ASBA Bidders shall
ensure that the Bids are made on ASBA Forms bearing the stamp of the relevant Designated Intermediary, submitted at the relevant
Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified stamp are liable
to be rejected. Since the Issue is made under Phase II of the UPI Circulars, ASBA Bidders may submit the ASBA Form in the
manner below:
i. RIIs (other than the RIIs using UPI Mechanism) may submit their ASBA Forms with SCSBs (physically or online, as
applicable), or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by
certain brokers.
ii. RIIs using the UPI Mechanism, may submit their ASBA Forms with the Syndicate, sub-syndicate members, Registered
Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts),
provided by certain brokers.
iii. QIBs and NIBs may submit their ASBA Forms with SCSBs, Syndicate, sub-syndicate members, Registered Brokers, RTAs or
CDPs.
Anchor Investors are not permitted to participate in the Issue through the ASBA process.
For Anchor Investors, the Anchor Investor Application Form will be available at the office of the BRLM. ASBA Bidders are also
required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent to the full Bid Amount which can
be blocked by the SCSB.
The prescribed colour of the Bid cum Application Form for various categories is as follows:
Category Colour*
Anchor Investor** White
Indian Public / eligible NRI's applying on a non-repatriation basis (ASBA) White
Non-Residents including eligible NRI's, FPI’s, FIIs, FVCIs, etc. applying on a repatriation basis (ASBA) Blue
*Excluding Electronic Bid cum Application Form
** Bid cum application for Anchor Investor shall be made available at the Office of the BRLM.
Designated Intermediaries (other than SCSBs) after accepting Bid Cum Application Form submitted by RIIs (without using UPI
for payment), NIIs and QIBs shall capture and upload the relevant details in the electronic bidding system of stock exchange(s)
and shall submit/deliver the Bid Cum Application Forms to respective SCSBs where the Bidders has a bank account and shall not
submit it to any non-SCSB Bank.
Further, for applications submitted to designated intermediaries (other than SCSBs), with use of UPI for payment, after accepting
the Bid Cum Application Form, respective intermediary shall capture and upload the relevant application details, including UPI
ID, in the electronic bidding system of stock exchange(s).
Bidders shall only use the specified Bid Cum Application Form for making an Application in terms of the Prospectus.
220The Bid Cum Application Form shall contain information about the Bidder and the price and the number of Equity Shares that the
Bidders wish to apply for. Bid Cum Application Forms downloaded and printed from the websites of the Stock Exchange shall
bear a system generated unique application number. Bidders 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.
An Investor, intending to subscribe to this Issue, shall submit a completed Bid Cum Application Form to any of the following
intermediaries (Collectively called – Designated Intermediaries”)
Sr. No. 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)
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)
Retails investors submitting application with any of the entities at Sr. No. 2. to Sr. No. 5. above (hereinafter referred as
“Intermediaries”), and intending to use UPI, shall also enter their UPI ID in the Bid Cum Application Form.
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 Bid Cum Application Form, in physical
or electronic mode, respectively.
The upload of the details in the electronic bidding system of stock exchange will be done by:
For Applications After accepting the form, SCSB shall capture and upload the relevant details in the electronic bidding
submitted by Investors system as specified by the stock exchange and may begin blocking funds available in the bank account
to SCSB: specified in the form, to the extent of the application money specified.
For applications After accepting the Bid Cum Application Form, respective Intermediary shall capture and upload
submitted by investors the relevant details in the electronic bidding system of the stock exchange. Post uploading, they
to intermediaries other shall forward a schedule as per prescribed format along with the Bid Cum Application Forms to
than SCSBs: designated branches of the respective SCSBs for blocking of funds within one day of closure of
Issue.
For applications After accepting the Bid Cum Application Form, respective intermediary shall capture and upload
submitted by investors the relevant application details, including UPI ID, in the electronic bidding system of stock
to intermediaries other exchange. Stock exchange shall share application details including the UPI ID with sponsor bank on
than SCSBs with use of a continuous basis, to enable sponsor bank to initiate mandate request on investors for blocking of
UPI for payment: funds. Sponsor bank shall initiate request for blocking of funds through NPCI to investor. Investor
to accept mandate request for blocking of funds, on his/her mobile application, associated with UPI
ID linked bank account.
Stock exchange shall validate the electronic bid details with depository’s records for DP ID/Client ID and PAN, on a real-time
basis and bring the inconsistencies to the notice of intermediaries concerned, for rectification and re-submission within the time
specified by stock exchange.
Stock exchange shall allow modification of selected fields viz. DP 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 bid details already uploaded.
Upon completion and submission of the Bid Cum Application Form to Application Collecting intermediaries, the Bidders 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 Bidders.
Availability of Prospectus and Bid Cum Application Forms
Copies of the Bid cum Application Form and the abridged prospectus will be available at the offices of the BRLM, the Designated
Intermediaries at Bidding Centres, and Registered Office of our Company. An electronic copy of the Bid cum Application Form
will also be available for download on the websites of SCSBs (via Internet Banking) and BSE (www.bseindia.com) at least one
day prior to the Bid/ Issue Opening Date.
221Bid cum application for Anchor Investor shall be made available at the Office of the BRLM.
Who can Bid?
Each Bidder should check whether it is eligible to apply under applicable law, rules, regulations, guidelines and policies.
Furthermore, certain categories of Bidders, such as NRIs, FPIs and FVCIs may not be allowed to apply in the Issue or to hold
Equity Shares, in excess of certain limits specified under applicable law. Bidders are requested to refer to the DRHP for more
details.
Subject to the above, an illustrative list of Bidders is as follows:
a) 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);
b) Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the application
is being made in the name of the HUF in the Bid Cum Application Form as follows: ―Name of Sole or First Bidder:
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;
c) 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;
d) Mutual Funds registered with SEBI;
e) Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other than Eligible
NRIs are not eligible to participate in this Issue;
f) 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);
g) FPIs other than Category III FPI; VCFs and FVCIs registered with SEBI;
h) Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;
i) Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under the Non-
Institutional Bidder ‘s category;
j) Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial Development
Corporations;
k) Foreign Venture Capital Investors registered with the SEBI;
l) 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;
m) Scientific and/or Industrial Research Organizations authorized to invest in equity shares;
n) Insurance Companies registered with Insurance Regulatory and Development Authority, India;
o) Provident Funds with minimum corpus of Rs. 25 Crores and who are authorized under their constitution to hold and
invest in equity shares;
p) Pension Funds and Pension Funds with minimum corpus of Rs. 25 Crores and who are authorized under their constitution
to hold and invest in equity shares;
q) 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;
r) Multilateral and bilateral development financial institution;
s) Eligible QFIs;
t) Insurance funds set up and managed by army, navy or air force of the Union of India;
u) Insurance funds set up and managed by the Department of Posts, India;
v) Any other person eligible to apply in this Issue, under the laws, rules, regulations, guidelines and policies applicable
to them.
Applications not to be made by:
1. Minors (except through their Guardians)
2. Partnership firms or their nominations
3. Foreign Nationals (except NRIs)
4. Overseas Corporate Bodies
As per the existing regulations, OCBs are not eligible to participate in this Issue. The RBI has however clarified in its circular,
A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not under the adverse notice
of the RBI are permitted to undertake fresh investments as 138 incorporated non-resident entities in terms of Regulation 5(1) of
RBI Notification No.20/2000-RB dated May 3, 2000 under FDI Scheme with the prior approval of Government if the investment
222is through Government Route and with the prior approval of RBI if the investment is through Automatic Route on case by case
basis. OCBs may invest in this Issue provided it obtains a prior approval from the RBI. On submission of such approval along
with the Bid Cum Application Form, the OCB shall be eligible to be considered for share allocation.
MAXIMUM AND MINIMUM APPLICATION SIZE
1. For Retail Individual Bidders
The Application must be for a minimum of 600 Equity Shares and in multiples of 600 Equity Shares thereafter, so as to ensure that
the Application Price payable by the Bidder does not exceed Rs. 2,00,000. In case of revision of Applications, the Retail
Individual Bidders have to ensure that the Application Price does not exceed Rs. 2,00,000.
2. For Other than Retail Individual Bidders (Non-Institutional Applicants 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 600 Equity Shares thereafter. An application cannot be submitted for more than the Net Issue Size. However, the
maximum Application by a QIB investor should not exceed the investment limits prescribed for them by applicable laws. Under
existing SEBI Regulations, a QIB Bidder cannot withdraw its Application after the Issue Closing Date and is required to pay
100% QIB Margin upon submission of Application.
In case of revision in Applications, the Non-Institutional Bidders, 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.
Bidders 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 Bidders. The Company and the BRLMs are not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of this
Prospectus. Bidders 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.
METHOD OF BIDDING PROCESS
Our Company in consultation with the BRLM will decide the Price Band and the minimum Bid lot size for the Issue and the same shall
be advertised in all editions of the English national newspaper Financial Express, all editions of Hindi national newspaper Jansatta
and Hindi being the regional language of Delhi where the registered office of the company is situated, each with wide circulation
at least two Working Days prior to the Bid / Issue Opening Date. The BRLM and the SCSBs shall accept Bids from the Bidders
during the Bid / Issue Period.
a) The Bid / Issue Period shall be for a minimum of three Working Days and shall not exceed 10 Working Days. The Bid/ Issue
Period may be extended, if required, by an additional three Working Days, subject to the total Bid/ Issue Period not
exceeding 10 Working Days. Any revision in the Price Band and the revised Bid / Issue Period, if applicable, will be
published in all editions of the English national newspaper Financial Express, all editions of Hindi National newspaper
Jansatta and Hindi being the regional language of Delhi where the registered office of the company is situated, each with
wide circulation and also by indicating the change on the websites of the Book Running Lead Manager.
b) During the Bid/ Issue Period, Retail Individual Bidders, should approach the BRLM or their authorized agents to register
their Bids. The BRLM shall accept Bids from Anchor Investors and ASBA Bidders in Specified Cities and it shall have
the right to vet the Bids during the Bid/ Issue Period in accordance with the terms of the Prospectus. ASBA Bidders should
approach the Designated Branches or the BRLM (for the Bids to be submitted in the Specified Cities) to register their Bids.
c) Each Bid cum Application Form will give the Bidder the choice to Bid for up to three optional prices (for details refer to
the paragraph titled “Bids at Different Price Levels and Revision of Bids” below) within the Price Band and specify the
demand (i.e., the number of Equity Shares Bid for) in each option. The price and demand options submitted by the Bidder
in the Bid cum Application Form will be treated as optional demands from the Bidder and will not be cumulated. After
determination of the Issue Price, the maximum number of Equity Shares Bid for by a Bidder/Applicant at or above the
Issue Price will be considered for allocation/Allotment and the rest of the Bid(s), irrespective of the Bid Amount, will
become automatically invalid.
d) The Bidder / Applicant cannot Bid through another Bid cum Application Form after Bids through one Bid cum Application
Form have been submitted to a BRLM or the SCSBs. Submission of a second Bid cum Application Form to either the same
223or to another BRLM or SCSB will be treated as multiple Bid and is liable to be rejected either before entering the Bid into
the electronic bidding system, or at any point of time prior to the allocation or Allotment of Equity Shares in this Issue.
However, the Bidder can revise the Bid through the Revision Form, the procedure for which is detailed under the paragraph
“Buildup of the Book and Revision of Bids”.
e) Except in relation to the Bids received from the Anchor Investors, the BRLM/the SCSBs will enter each Bid option into
the electronic bidding system as a separate Bid and generate a Transaction Registration Slip, (“TRS”), for each price and
demand option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRSs for each Bid cum
Application Form.
f) The BRLM shall accept the Bids from the Anchor Investors during the Anchor Investor Bid/ Issue Period i.e. one working
day prior to the Bid/ Issue Opening Date. Bids by QIBs under the Anchor Investor Portion and the QIB Portion shall not
be considered as multiple Bids.
g) Along with the Bid cum Application Form, Anchor Investors will make payment in the manner described in “Escrow
Mechanism - Terms of payment and payment into the Escrow Accounts” in the section “Offer Procedure” beginning on page
252 of this Prospectus
h) Upon receipt of the Bid cum Application Form, submitted whether in physical or electronic mode, the Designated Branch
of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as mentioned in
the Bid cum Application Form, prior to uploading such Bids with the Stock Exchange.
i) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject such Bids and
shall not upload such Bids with the Stock Exchange.
j) If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid Amount
mentioned in the Bid cum Application Form and will enter each Bid option into the electronic bidding system as a separate
Bid and generate a TRS for each price and demand option. The TRS shall be furnished to the ASBA Bidder on request.
k) The Bid Amount shall remain blocked in the aforesaid ASBA Account until finalization of the Basis of Allotment and
consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Issue Account, or until
withdrawal/failure of the Issue or until withdrawal/rejection of the Bid cum Application Form, as the case may be. Once
the Basis of Allotment is finalized, the Registrar to the Issue shall send an appropriate request to the SCSB for unblocking
the relevant ASBA Accounts and for transferring the amount allocable to the successful Bidders to the Public Issue
Account. In case of withdrawal/failure of the Issue, the blocked amount shall be unblocked on receipt of such information
from the Registrar to the Issue.
BIDS AT DIFFERENT PRICE LEVELS AND REVISION OF BIDS
a. Our Company in consultation with the BRLM, and without the prior approval of, or intimation, to the Bidders, reserves the
right to revise the Price Band during the Bid/ Issue Period, provided that the Cap Price shall be less than or equal to120%
of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares. The revision in Price Band
shall not exceed 20% on the either side i.e. the floor price can move up or down to the extent of 20% of the floor price
disclosed. If the revised price band decided, falls within two different price bands than the minimum application lot size
shall be decided based on the price band in which the higher price falls into.
b. Our Company in consultation with the BRLM, will finalize the Issue Price within the Price Band, without the prior
approval of, or intimation, to the Bidders.
c. The Bidders can Bid at any price within the Price Band. The Bidder has to Bid for the desired number of Equity Shares at a
specific price. Retail Individual Bidders may Bid at the Cut-off Price. However, bidding at the Cut-off Price is prohibited
for QIB and Non-Institutional Bidders and such Bids from QIB and Non-Institutional Bidders shall be rejected.
d. Retail Individual Bidders, who Bid at Cut-off Price agree that they shall purchase the Equity Shares at any price within the
Price Band. Retail Individual Bidders shall submit the Bid cum Application Form along with a cheque/demand draft for
the Bid Amount based on the Cap Price with the Syndicate. In case of ASBA Bidders (excluding Non- Institutional Bidders
and QIB Bidders) bidding at Cut-off Price, the ASBA Bidders shall instruct the SCSBs to block an amount based on the
Cap Price.
e. The price of the specified securities offered to an anchor investor shall not be lower than the price offered to other
224applicants.
Participation by Associates /Affiliates of BRLM and the Syndicate Members
The BRLM and the Syndicate Members, if any, shall not be allowed to purchase in this Issue in any manner, except towards
fulfilling their underwriting obligations. However, the associates and affiliates of the BRLM and the Syndicate Members, if
any, may subscribe the Equity Shares in the Issue, either in the QIB Category or in the Non-Institutional Category as may be
applicable to such Bidders, where the allocation is on a proportionate basis and such subscription may be on their own account
or on behalf of their clients.
Neither the BRLM nor any persons related to the BRLM (other than Mutual Funds sponsored by entities related to the BRLM),
Promoters and Promoter Group can apply in the Issue under the Anchor Investor Portion.
Option to Subscribe in the Issue
a. As per Section 29(1) of the Companies Act 2013, allotment of Equity Shares shall be made in dematerialized form
only. Investors will not have the option of getting allotment of specified securities in physical form.
b. The Equity Shares, on allotment, shall be traded on the Stock Exchange in demat segment only.
c. A single application from any investor shall not exceed the investment limit/minimum number of Equity Shares that
can be held by him/her/it under the relevant regulations/statutory guidelines and applicable law.
Information for the Bidders:
1. Our Company and the Book Running Lead Manager shall declare the Issue Opening Date and Issue Closing Date in
the Prospectus to be registered with the RoC and also publish the same in two national newspapers (one each in English
and Hindi) and in a regional newspaper with wide circulation. This advertisement shall be in prescribed format.
2. Our Company will file the Prospectus with the RoC at least 3 (three) days before the Issue Opening Date.
3. Copies of the Bid Cum Application Form along with Abridge Prospectus and copies of the Prospectus will be
available with the Book Running Lead Manager, the Registrar to the Issue, and at the Registered Office of our
Company. Electronic Bid Cum Application Forms will also be available on the websites of the Stock Exchange.
4. Any Bidder who would like to obtain the Prospectus and/ or the Bid Cum Application Form can obtain the same from
our Registered Office.
5. Bidders who are interested in subscribing for the Equity Shares should approach Designated Intermediaries to register their
applications.
6. Bid Cum Application Forms submitted directly to the SCSBs should bear the stamp of the SCSBs and/or the
Designated Branch, or the respective Designated Intermediaries. Bid Cum Application Form submitted by Applicants
whose beneficiary account is inactive shall be rejected.
7. The Bid Cum Application Form can be submitted either in physical or electronic mode, to the SCSBs with whom the
ASBA Account is maintained, or other Designated Intermediaries (Other than SCSBs). SCSBs may provide the
electronic mode of collecting either through an internet enabled collecting and banking facility or such other secured,
electronically enabled mechanism for applying and blocking funds in the ASBA Account. The Retail Individual
Applicants has to apply only through UPI Channel, they have to provide the UPI ID and validate the blocking of the
funds and such Bid Cum Application Forms that do not contain such details are liable to be rejected.
8. Bidders applying directly through the SCSBs should ensure that the Bid Cum Application Form is submitted to a
Designated Branch of SCSB, where the ASBA Account is maintained. Applications submitted directly to the SCSB’s
or other Designated Intermediaries (Other than SCSBs), the relevant SCSB, shall block an amount in the ASBA
Account equal to the Application Amount specified in the Bid Cum Application Form, before entering the ASBA
application into the electronic system.
9. Except for applications by or on behalf of the Central or State Government and the Officials appointed by the courts
and by investors residing in the State of Sikkim, the Bidders, or in the case of application in joint names, the first Bidder
(the first name under which the beneficiary account is held), should mention his/her PAN allotted under the Income
Tax Act. In accordance with the SEBI Regulations, the PAN would be the sole identification number for participating
transacting in the securities market, irrespective of the amount of transaction. Any Bid Cum Application Form without
225PAN is liable to be rejected. The demat accounts of Bidders for whom PAN details have not been verified, excluding
person resident in the State of Sikkim or persons who may be exempted from specifying their PAN for transacting in
the securities market, shall be “suspended for credit” and no credit of Equity Shares pursuant to the Issue will be made
into the accounts of such Bidders.
10. The Bidders may note that in case the PAN, the DP ID and Client ID mentioned in the Bid Cum Application Form and
entered into the electronic collecting system of the Stock Exchange Designated Intermediaries do not match with PAN, the
DP ID and Client ID available in the Depository database, the Bid Cum Application Form is liable to be rejected.
BIDS BY ANCHOR INVESTORS:
Our Company in consultation with the BRLM, may consider participation by Anchor Investors in the Issue for up to 60% of
the QIB Portion in accordance with the SEBI Regulations. Only QIBs as defined in Regulation 2(1)(ss) of the SEBI Regulations
and not otherwise excluded pursuant to Schedule XIII of the SEBI Regulations are eligible to invest. The QIB Portion will be
reduced in proportion to allocation under the Anchor Investor Portion. In the event of undersubscription in the Anchor Investor
Portion, the balance Equity Shares will be added to the QIB Portion. In accordance with the SEBI Regulations, the key terms
for participation in the Anchor Investor Portion are provided below.
1) Anchor Investor Bid cum Application Forms will be made available for the Anchor Investors at the offices of the
BRLM.
2) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount is at least 200.00 Lakhs. A Bid
cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual schemes of
a Mutual Fund will be aggregated to determine the minimum application size of 200.00 Lakhs
3) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.
4) Bidding for Anchor Investors will open one Working Day before the Bid/ Issue Opening Date and be completed on the
same day.
5) Our Company in consultation with the BRLM, will finalize allocation to the Anchor Investors on a discretionary basis,
provided that the minimum and maximum number of Allottees in the Anchor Investor Portion will be, as mentioned
below:
• where allocation in the Anchor Investor Portion is up to 200.00 Lakhs, maximum of 2 (two) Anchor Investors.
• where the allocation under the Anchor Investor Portion is more than 200.00 Lakhs but upto 2500.00 Lakhs, minimum
of 2 (two) and maximum of 15 (fifteen) Anchor Investors, subject to a minimum Allotment of 100.00 Lakhs per
Anchor Investor; and
• where the allocation under the Anchor Investor portion is more than 2500.00 Lakhs:(i) minimum of 5 (five) and
maximum of 15 (fifteen) Anchor Investors for allocation upto 2500.00 Lakhs; and (ii) an additional 10 Anchor
Investors for every additional allocation of 2500.00 Lakhs or part thereof in the Anchor Investor Portion; subject to a
minimum Allotment of 100.00 Lakhs per Anchor Investor.
6) Allocation to Anchor Investors will be completed on the Anchor Investor Bid/ Issue Period. The number of Equity Shares
allocated to Anchor Investors and the price at which the allocation is made will be made available in the public domain
by the BRLM before the Bid/ Issue Opening Date, through intimation to the Stock Exchange.
7) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
8) If the Issue Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference between
the Issue Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors within 2 (two) Working
Days from the Bid/ Issue Closing Date. If the Issue Price is lower than the Anchor Investor Allocation Price, Allotment
to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Issue Price.
9) At the end of each day of the bidding period, the demand including allocation made to anchor investors, shall be shown
graphically on the bidding terminals of syndicate members and website of stock exchange offering electronically linked
transparent bidding facility, for information of public.
10) Equity Shares Allotted in the Anchor Investor Portion will be locked in for a period of 30 days from the date of Allotment.
11) The BRLM, our Promoters, Promoter Group or any person related to them (except for Mutual Funds sponsored by entities
related to the BRLM) will not participate in the Anchor Investor Portion. The parameters for selection of Anchor Investors
will be clearly identified by the BRLM and made available as part of the records of the BRLM for inspection by SEBI.
22612) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids.
13) Anchor Investors are not permitted to Bid in the Issue through the ASBA process.
BIDS BY ELIGIBLE NRI’S:
Eligible NRIs may obtain copies of Bid cum Application Form from the offices of the BRLM and the Designated Intermediaries.
Eligible NRI Bidders bidding on a repatriation basis by using the Non- Resident Forms should authorize their SCSB to block
their Non-Resident External ("NRE") accounts, or Foreign Currency Non-Resident ("FCNR") ASBA Accounts, and eligible
NRI Bidders bidding on a non-repatriation basis by using Resident Forms should authorize their SCSB to block their Non-
Resident Ordinary ("NRO") accounts for the full Bid Amount, at the time of the submission of the Bid cum Application Form.
Eligible NRIs bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents (white in colour).
Eligible NRIs bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents (blue
in colour).
BIDS BY FPI INCLUDING FII’S:
In terms of the SEBI FPI Regulations, any qualified foreign investor or FII who holds a valid certificate of registration from SEBI
shall be deemed to be an FPI until the expiry of the block of three years for which fees have been paid as per the SEBI FII
Regulations. An FII or a sub-account may participate in this Issue, in accordance with Schedule 2 of the FEMA Regulations,
until the expiry of its registration with SEBI as an FII or a sub-account. An FII shall not be eligible to invest as an FII after
registering as an FPI under the SEBI FPI Regulations.
In case of Bids made by FPIs, a certified copy of the certificate of registration issued by the designated depository participant
under the FPI Regulations is required to be attached to the Bid cum Application Form, failing which our Company reserves the
right to reject any Bid without assigning any reason. An FII or subaccount may, subject to payment of conversion fees under
the SEBI FPI Regulations, participate in the Offer, until the expiry of its registration as a FII or sub-account, or until it obtains
a certificate of registration as FPI, whichever is earlier. Further, in case of Bids made by SEBI-registered FIIs or sub-accounts,
which are not registered as FPIs, a certified copy of the certificate of registration as an FII issued by SEBI is required to be
attached to the Bid cum Application Form, failing which our Company reserves the right to reject any Bid without assigning
any reason.
In terms of the SEBI FPI Regulations, the Issue of Equity Shares to a single FPI or an investor group (which means the same
set of ultimate beneficial owner(s) investing through multiple entities) must be below 10% of our post- Issue Equity Share
capital. Further, in terms of the FEMA Regulations, the total holding by each FPI shall be below 10% of the total paid-up Equity
Share capital of our Company and the total holdings of all FPIs put together shall not exceed 24% of the paid-up Equity Share
capital of our Company. The aggregate limit of 24% may be increased up to the sectorial cap by way of a resolution passed by
the Board of Directors followed by a special resolution passed by the Shareholders of our Company and subject to prior
intimation to RBI. In terms of the FEMA Regulations, for calculating the aggregate holding of FPIs in a company, holding of all
registered FPIs as well as holding of FIIs (being deemed FPIs) shall be included. The existing individual and aggregate
investment limits an FII or sub account in our Company is 10% and 24% of the total paid-up Equity Share capital of our
Company, respectively.
FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be specified by
the Government from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 22 of
the SEBI FPI Regulations, an FPI, other than Category III foreign portfolio and unregulated broad based funds, which are
classified as Category II foreign portfolio investor by virtue of their investment manager being appropriately regulated, may
issue 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 an FPI against securities held by it that are listed or proposed to be listed on
any recognized stock exchange in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative
instruments are issued only to persons who are regulated by an appropriate regulatory authority; and (ii) such offshore derivative
instruments are issued after compliance with know your client norms. An FPI is also required to ensure that no further issue or
transfer of any offshore derivative instrument is made by or on behalf of it to any persons that are not regulated by an appropriate
foreign regulatory authority.
FPIs who wish to participate in the Issue are advised to use the Bid cum Application Form for Non- Residents (blue in colour).
BIDS BY SEBI REGISTERED VCF’S, AIF’S AND FVCI’S:
227The 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 AIF’s.
The holding by any individual VCF registered with SEBI in one venture capital undertaking should not exceed 25% of the corpus
of the VCF. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds by way of subscription to an initial
public offering.
The category I and II AIFs cannot invest more than 25% of the corpus in one Investee Company. A category III AIF cannot invest
more than 10% of the corpus in one Investee Company. A venture capital fund registered as a category I AIF, as defined in the
SEBI AIF Regulations, cannot invest more than 1/3rd of its corpus by way of subscription to an initial public offering of a venture
capital undertaking. Additionally, the VCFs which have not re-registered as an AIF under the SEBI AIF Regulations shall
continue to be regulated by the VCF Regulation until the existing fund or scheme managed by the fund is wound up and such
funds shall not launch any new scheme after the notification of the SEBI AIF Regulations.
All 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.
Our Company or the BRLM will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign
currency.
There is no reservation for Eligible NRIs, FPIs and FVCIs and all Bidders will be treated on the same basis with other categories
for the purpose of allocation.
BIDS BY HUFS
Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the Application is being made
in the name of the HUF in the Bid cum 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”. Bid cum Applications by HUFs may be considered at
par with Bid cum Applications from individuals.
BIDS BY MUTUAL FUNDS:
No Mutual Fund scheme shall invest more than 10% of its net asset value in 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.
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the Bid cum
Application Form. Failing this, our Company reserves the right to accept or reject any Bid cum Application in whole or in part,
in either case, without assigning any reason thereof.
In case of a mutual fund, a separate Bid cum Application can be made in respect of each scheme of the mutual fund registered
with SEBI and such Applications in respect of more than one scheme of the mutual fund will not be treated as multiple
applications provided that the Bids clearly indicate the scheme concerned for which the Bids has been made.
The Bids 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.
BIDS BY SYSTEMATICALLY IMPORTANT NON-BANKING FINANCIAL COMPANIES
In case of Applications made by Systemically Important Non-Banking Financial Companies, a certified copy of the certificate
of registration issued by the RBI, a certified copy of its last audited financial statements on a standalone basis and a net worth
certificate from its statutory auditor(s), must be attached to the Bid cum Application Form. Failing this, our Company reserve
the right to reject any Application, without assigning any reason thereof. Systemically Important Non-Banking Financial Companies
participating in the Issue shall comply with all applicable legislations, regulations, directions, guidelines and circulars issued
by RBI from time to time.
BIDS BY LIMITED LIABILITY PARTNERSHIPS:
In case of Bids 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 Bid cum
Application Form. Failing this, our Company reserves the right to reject any bid without assigning any reason thereof. Limited
liability partnerships can participate in the Issue only through the ASBA process.
228BIDS BY INSURANCE COMPANIES:
In case of Bids made by insurance companies registered with the IRDA, a certified copy of certificate of registration issued by
IRDA must be attached to the Bid cum Application Form. Failing this, our Company reserves the right to reject any Bid by
Insurance Companies without assigning any reason thereof. The exposure norms for insurers, prescribed under the Insurance
Regulatory and Development Authority (Investment) Regulations, 2000, as amended, are broadly set forth below:
1) equity shares of a company: the least of 10% of the investee company’s subscribed capital (face value) or 10% of the
respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;
2) 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 reinsurer or 15% of the investment assets in all companies belonging to
the group, whichever is lower; and
3) the industry sector in which the investee company belong to: not more than 15% of the fund of a life insurer or a general
insurer or a reinsurer or 15% of the investment asset, whichever is lower.
The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of 10% of
the investment assets of a life insurer or general insurer and the amount calculated under (1), (2) and (3) above, as the case may
be. Insurance companies participating in this Issue shall comply with all applicable regulations, guidelines and circulars issued
by IRDAI from time to time.
BIDS UNDER POWER OF ATTORNEY:
In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, FIIs, Mutual
Funds, insurance companies and provident funds with a minimum corpus of ₹ 2500 Lakhs (subject to applicable law) and pension
funds with a minimum corpus of ₹2500 Lakhs, 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 Bid cum Application Form. Failing this, our Company reserves the right to accept or reject any
Bid in whole or in part, in either case, without assigning any reasons thereof. In addition to the above, certain additional
documents are required to be submitted by the following entities:
a) With respect to Bids by FIIs and Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along
with the Bid cum Application Form.
b) With respect to Bids by insurance companies registered with the Insurance Regulatory and Development Authority, in
addition to the above, a certified copy of the certificate of registration issued by the Insurance Regulatory and Development
Authority must be lodged along with the Bid cum Application Form.
c) With respect to Bids made by provident funds with a minimum corpus of ₹ 2500 Lakhs (subject to applicable law) and
pension funds with a minimum corpus of ₹ 2500 Lakhs, a certified copy of a certificate from a chartered accountant
certifying the corpus of the provident fund/pension fund must be lodged along with the Bid cum Application Form.
d) With respect to Bids 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 Bid cum Application Form
e) Our Company in consultation with the BRLM in their absolute discretion, reserves the right to relax the above condition
of simultaneous lodging of the power of attorney along with the Bid cum Application form, subject to such terms and
conditions that our Company and the BRLM may deem fit.
The above information is given for the benefit of the Bidders. Our Company, the BRLM and the Syndicate Members are not liable for
any amendments or modification or changes in applicable laws or regulations, which may occur after the date of the Prospectus.
Bidders are advised to make their independent investigations and Bidders are advised to ensure that any single Bid from them
does not exceed the applicable investment limits or maximum number of Equity Shares that can be held by them under
applicable law or regulation or as specified in the Prospectus.
BIDS BY PROVIDENT FUNDS / PENSION FUNDS:
In case of Bids made by provident funds with minimum corpus of ₹ 25 Crore (subject to applicable law) and pension funds with
minimum corpus of ₹ 25 Crore, a certified copy of certificate from a chartered accountant certifying the corpus of the provident
fund/ pension fund must be lodged along with the Bid cum Application Form. Failing this, the Company reserves the right to
accept or reject any bid in whole or in part, in either case, without assigning any reason thereof.
BIDS BY BANKING COMPANY:
In case of Bids 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 Bid cum
Application Form, failing which our Company reserves the right to reject any Bid by a banking company without assigning any
229reason.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949, as
amended (the “Banking Regulation Act”), and the Reserve Bank of India (Financial Services provided by Banks) Directions,
2016, 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.
BIDS BY SCSB’S:
SCSBs participating in the Issue are required to comply with the terms of the SEBI circulars dated September 13, 2012 and
January 2, 2013. Such SCSBs are required to ensure that for making Bid cum 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 Bid cum application in public issues and clear demarcated funds should be available in
such account for such Bid cum applications.
ISSUANCE OF A CONFIRMATION NOTE ("CAN") AND ALLOTMENT IN THE ISSUE:
1. Upon approval of the basis of allotment by the Designated Stock Exchange, the BRLM or Registrar to the Issue shall send
to the SCSBs a list of their Bidders who have been allocated Equity Shares in the Issue
2. The Registrar will then dispatch a CAN to their Bidders who have been allocated Equity Shares in the Issue The dispatch
of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder
Offer Procedure for Application Supported by Blocked Account (ASBA) Bidders
In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the Bidders have to
compulsorily apply through the ASBA Process. Our Company and the Book Running 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 Bidders are advised to make their independent investigations and to ensure that the ASBA Bid Cum 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 Bid Cum Application Form, please refer the above-mentioned SEBI link.
Terms of payment
The entire Issue price of Rs. 69 per share is payable on application. In case of allotment of lesser number of Equity Shares than
the number applied, the Registrar shall instruct the SCSBs to unblock the excess amount paid on Application to the Bidders.
SCSBs will transfer the amount as per the instruction of the Registrar to the Public Issue Account, the balance amount after
transfer will be unblocked by the SCSBs.
The Bidders should note that the arrangement with Bankers to the Issue or the Registrar is not prescribed by SEBI and has been
established as an arrangement between our Company, Banker to the Issue and the Registrar to the Issue to facilitate collections
from the Bidders.
Payment mechanism
The Bidders shall specify the bank account number in their Bid Cum Application Form and the SCSBs shall block an amount
equivalent to the Application Amount in the bank account specified in the Bid Cum Application Form. The SCSB shall keep
the Application Amount in the relevant bank account blocked until withdrawal/ rejection of the Application or receipt of
instructions from the Registrar to unblock the Application Amount. However, Non-Retail Bidders shall neither withdraw nor
lower the size of their applications at any stage. In the event of withdrawal or rejection of the Bid Cum Application Form or for
unsuccessful Bid Cum Application Forms, the Registrar to the Issue shall give instructions to the SCSBs to unblock the
application money in the relevant bank account within one day of receipt of such instruction. The Application Amount shall
230remain blocked in the ASBA Account until finalization of the Basis of Allotment in the Issue and consequent transfer of the
Application Amount to the Public Issue Account, or until withdrawal/ failure of the Issue or until rejection of the Application by
the ASBA Bidder, as the case maybe.
Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in a public Issue shall use only Application
Supported by Blocked Amount (ASBA) process for application providing details of the bank account which will be blocked by
the Self-Certified Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Retail Individual Investors applying in public Issue have to
use UPI as a payment mechanism with Application Supported by Blocked Amount for making application.
PAYMENT INTO ESCROW ACCOUNT FOR ANCHOR INVESTORS
All the investors other than Anchor Investors are required to bid through ASBA Mode. Anchor Investors are requested to note
the following:
Our Company in consultation with the Book Running Lead Manager, in its absolute discretion, will decide the list of Anchor
Investors to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective
names will be notified to such Anchor Investors. For Anchor Investors, the payment instruments for payment into the Escrow
Account should be drawn in favour of:
a. In case of resident Anchor Investors: ― “Ace Alpha Tech Limited IPO – Anchor Account- R”
b. In case of Non-Resident Anchor Investors: ― “Ace Alpha Tech Limited IPO – Anchor Account- NR”
c. Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement
between our Company, the Syndicate, the Escrow Collection Bank and the Registrar to the Issue to facilitate collections
from the Anchor Investors.
ELECTRONIC REGISTRATION OF APPLICATIONS
1. The Designated Intermediaries will register the applications using the on-line facilities of the Stock Exchange.
2. The Designated Intermediaries will undertake modification of selected fields in the application details already uploaded
before 1.00 p.m. of next Working Day from the Issue Closing Date.
3. The Designated Intermediaries shall be responsible for any acts, mistakes or errors or omissions and commissions in relation
to,
a) the applications accepted by them,
b) the applications uploaded by them
c) the applications accepted but not uploaded by them or
d) With respect to applications by Bidders, applications accepted and uploaded by any Designated Intermediary other than
SCSBs, the Bid Cum Application Form along with relevant schedules shall be sent to the SCSBs or the Designated
Branch of the relevant SCSBs for blocking of funds and they will be responsible for blocking the necessary amounts in the
ASBA Accounts. In case of Application accepted and Uploaded by SCSBs, the SCSBs or the Designated Branch of the
relevant SCSBs will be responsible for blocking the necessary amounts in the ASBA Accounts.
4. Neither the Book Running Lead Manager nor our Company nor the Registrar to the Offer, shall be responsible for any acts,
mistakes or errors or omission and commissions in relation to,
(i) The applications accepted by any Designated Intermediaries
(ii) The applications uploaded by any Designated Intermediaries or
(iii) The applications accepted but not uploaded by any Designated Intermediaries
5. The Stock Exchange will Issue an electronic facility for registering applications for the Issue This facility will available at the
terminals of Designated Intermediaries and their authorized agents during the Issue Period. The Designated Branches or agents
of Designated Intermediaries can also set up facilities for off-line electronic registration of applications subject to the condition
that they will subsequently upload the off-line data file into the online facilities on a regular basis. On the Issue Closing Date,
the Designated Intermediaries shall upload the applications till such time as may be permitted by the Stock Exchange. This
information will be available with the Book Running Lead Manager on a regular basis.
6. With respect to applications by Bidders, at the time of registering such applications, the Syndicate Bakers, DPs and RTAs
shall forward a Schedule as per format given below along with the Bid Cum Application Forms to Designated Branches of
231the SCSBs for blocking of funds:
S. No. Details*
1. Symbol
2. Intermediary Code
3. Location Code
4. Application No.
5. Category
6. PAN
7. DP ID
8. Client ID
9. Quantity
10. Amount
*Stock Exchanges shall uniformly prescribe character length for each of the above-mentioned fields
7. With respect to applications by Bidders, at the time of registering such applications, the Designated Intermediaries shall enter
the following information pertaining to the Bidders into in the on-line system:
• Name of the Bidder;
• IPO Name:
• Bid Cum Application Form Number;
• Investor Category;
• PAN (of First Bidder, if more than one Bidder);
• DP ID of the demat account of the Bidder;
• Client Identification Number of the demat account of the Bidder;
• Number of Equity Shares Applied for;
• Bank Account details;
• Locations of the Banker to the Issue or Designated Branch, as applicable, and bank code of the SCSB branch
where the ASBA Account is maintained; and
• Bank account number.
8. In case of submission of the Application by a Bidder through the Electronic Mode, the Bidder shall complete the above-
mentioned details and mention the bank account number, except the Electronic ASBA Bid Cum Application Form number
which shall be system generated.
9. The aforesaid Designated Intermediaries shall, at the time of receipt of application, give an acknowledgment to the investor,
by giving the counter foil or specifying the application number to the investor, as a proof of having accepted the Bid Cum
Application Form in physical as well as electronic mode. The registration of the Application by the Designated
Intermediaries does not guarantee that the Equity Shares shall be allocated / allotted either by our Company.
10. Such acknowledgment will be non-negotiable and by itself will not create any obligation of any kind.
11. In case of Non-Retail Bidders and Retail Individual Bidders, applications would not be rejected except on the technical
grounds as mentioned in the Prospectus. The Designated Intermediaries shall have no right to reject applications, except on
technical grounds.
12. The permission given by the Stock Exchanges to use their network and software of the Online IPO system should not in any
way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company
and/or the Book Running Lead Manager are cleared or approved by the Stock Exchanges; nor does it in any manner warrant,
certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does
it take any responsibility for the financial or other soundness of our company; our Promoter, our management or any scheme
or project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of
the contents of this Prospectus, nor does it warrant that the Equity Shares will be listed or will continue to be listed on the
Stock Exchanges.
13. The Designated Intermediaries will be given time till 1.00 p.m. on the next working day after the Bid/ Issue Closing Date to
verify the DP ID and Client ID uploaded in the online IPO system during the Issue Period, after which the Registrar to the
Issue will receive this data from the Stock Exchange and will validate the electronic application details with Depository’s
records. In case no corresponding record is available with Depositories, which matches the three parameters, namely DP ID,
Client ID and PAN, then such applications are liable to be rejected.
14. The SCSBs shall be given one day after the Bid/ Issue Closing Date to send confirmation of Funds blocked (Final certificate)
to the Registrar to the Issue
23215. The details uploaded in the online IPO system shall be considered as final and Allotment will be based on such details for
applications.
BUILD OF THE BOOK
a) Bids received from various Bidders through the Designated Intermediaries may be electronically uploaded on the Bidding
Platform of the Stock Exchange on a regular basis. The book gets built up at various price levels. This information may be
available with the BRLM at the end of the Bid/ Issue Period.
b) Based on the aggregate demand and price for Bids registered on the Stock Exchange Platform, a graphical representation of
consolidated demand and price as available on the websites of the Stock Exchange may be made available at the Bidding centres
during the Bid/ Issue Period.
WITHDRAWAL OF BIDS
a) RIIs can withdraw their Bids until Bid/ Issue Closing Date. In case a RII wishes to withdraw the Bid during the Bid/ Issue
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.
b) The Registrar to the Issue 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 Bids at any stage.
PRICE DISCOVERY AND ALLOCATION
a) Based on the demand generated at various price levels, our Company in consultation with the BRLM, shall finalize the Issue
Price and the Anchor Investor Issue Price.
b) The SEBI ICDR Regulations, 2018 specify the allocation or Allotment that may be made to various categories of Bidders
in an Issue depending on compliance with the eligibility conditions. Certain details pertaining to the percentage of Issue size
available for allocation to each category is disclosed overleaf of the Bid cum Application Form and in the Propspectus. For
details in relation to allocation, the Bidder may refer to the Prospectus.
c) Under-subscription in any category (except QIB Category) is allowed to be met with spillover from any other category or
combination of categories at the discretion of the Issuer and the in consultation with the BRLM and the Designated Stock
Exchange and in accordance with the SEBI ICDR Regulations. Unsubscribed portion in QIB Category is not available for
subscription to other categories.
d) In case of under subscription in the Offer, spill-over to the extent of such under-subscription may be permitted from the
Reserved Portion to the Issue For allocation in the event of an undersubscription applicable to the Issuer, Bidders may refer to
the Prospectus.
e) In case if the Retail Individual Investor category is entitled to more than the allocated portion on proportionate basis, the
category shall be allotted that higher percentage.
f) Allocation to Anchor Investors shall be at the discretion of our Company and in consultation with the BRLM, subject to
compliance with the SEBI Regulations.
ILLUSTRATION OF THE BOOK BUILDING AND PRICE DISCOVERY PROCESS:
Bidders should note that this example is solely for illustrative purposes and is not specific to the Issue; it also excludes Bidding
by Anchor Investors. Bidders can bid at any price within the Price Band. For instance, assume a Price Band of ₹20 to ₹24 per
share, Issue size of 3,000 Equity Shares and receipt of five Bids from Bidders, details of which are shown in the table below. The
illustrative book given below shows the demand for the Equity Shares of the Issuer at various prices and is collated from Bids
received from various investors.
Id Quantity Bid Amount (₹) Cumulative Quantity Subscription
500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%
233The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to Issue the desired
number of Equity Shares is the price at which the book cuts off, i.e., ₹22.00 in the above example. The Issuer, in consultation
with the BRLM, may finalise the Issue Price at or below such Cut-Off Price, i.e., at or below ₹22.00. All Bids at or above this
Issue Price and cut-off Bids are valid Bids and are considered for allocation in the respective categories.
Signing of Underwriting Agreement and Registering of Red Herring Prospectus/Prospectus with ROC
a) Our company has entered into an Underwriting Agreement dated November 07, 2024
b) A copy of Red Herring Prospectus will be registered with the ROC and copy of Prospectus will be registered with ROC
in terms of Section 32 of Companies Act, 2013 and Section 26 of Companies Act, 2013.
Pre- Issue Advertisement
Subject to Section 30 of the Companies Act 2013, our Company shall, after registering the Prospectus with the ROC, publish a
pre- Issue advertisement, in the form prescribed by the SEBI Regulations, in (i) English National Newspaper; (ii)Hindi National
Newspaper and (iii) Regional Newspaper each with wide circulation. In the pre- Issue advertisement, we shall state the Bid
Opening Date and the Bid/ Issue Closing Date and the floor price or price band along with necessary details subject to regulation
250 of SEBI ICRD Regulations. 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 Regulations.
ADVERTISEMENT REGARDING ISSUE PRICE AND PROSPECTUS:
Our Company will Issue a statutory advertisement after the filing of the Prospectus with the RoC. This advertisement, in addition
to the information that has to be set out in the statutory advertisement, shall indicate the final derived Issue Price. Any material
updates between the date of the Prospectus and the date of Prospectus will be included in such statutory advertisement.
GENERAL INSTRUCTIONS:
Please note that the NIIs are not permitted to withdraw their bids or lower the size of Bids in terms of quantity of Equity Shares
or Bid Amount) at any stage. Retail Individual Investor can revise their Bids during the Bid/ Issue period and withdraw their
Bids until Bid/ Issue Closing date.
Anchor investors are not allowed to withdraw their Bids after Anchor Investors bidding date.
DO‘S:
1. Check if you are eligible to apply as per the terms of the Prospectus and under applicable law, rules, regulations,
guidelines and approvals;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
4. Ensure that the details about the PAN, DP ID, Client ID, UPI ID are correct and the Bidders depository account is
active, as Allotment of the Equity Shares will be in the dematerialized form only;
5. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Centre;
6. If the first applicant is not the account holder, ensure that the Bid cum Application Form is signed by the account
holder. Ensure that you have mentioned the correct bank account number in the Bid cum Application Form;
7. In case of Joint bids, ensure the first bidder is the ASBA Account holder (or the UPI linked bank account holder, as
the case may be) and the signature of the first bidder is included in the Bid cum Application Form;
8. QIBs, Non-Institutional Bidders and the Retail Bidders should submit their Bids through the ASBA process only.
However, pursuant to SEBI circular dated November 01, 2018, RII may submit their bid by using UPI mechanism
for payment.
9. Ensure that the name(s) given in the Bid cum 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 Bids, the Bid cum Application Form should
contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account
held in joint names;
10. Ensure that you request for and receive a stamped acknowledgement of the Bid cum Application Form for all your Bid
options;
11. Ensure that you have funds equal to the Bid Amount in the Bank Account maintained with the SCSB before submitting
the Bid cum Application Form under the ASBA process or application forms submitted by RIIs using UPI mechanism for
payment, to the respective member of the Syndicate (in the Specified Locations), the SCSBs, the Registered Broker (at
the Broker Centers), the RTA (at the Designated RTA Locations) or CDP (at the Designated CDP Locations);
12. Submit revised Bids to the same Designated Intermediary, through whom the original Bid was placed and obtain a
revised acknowledgment;
23413. Except for Bids (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, and (ii) Bids 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 Bidders 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 asper the Demographic Details evidencing the same. All other applications in which PAN is
not mentioned will be rejected;
14. Ensure that the Demographic Details are updated, true and correct in all respects;
15. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms;
16. 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;
17. Ensure that the category and the investor status is indicated;
18. Ensure that in case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant documents
are submitted;
19. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and Indian
laws;
20. Bidders should note that in case the DP ID, Client ID and the PAN mentioned in their Bid cum Application Form and
entered into the online IPO system of the Stock Exchange by the relevant Designated Intermediary, as the case may
be, do not match with the DP ID, Client ID and PAN available in the Depository database, then such Bids are liable
to be rejected. Where the Bid cum Application Form is submitted in joint names, ensure that the beneficiary account
is also held in the same joint names and such names are in the same sequence in which they appear in the Bid cum
Application Form;
21. Ensure that the Bid cum Application Forms are delivered by the Bidders within the time prescribed as per the Bid cum
Application Form and the Prospectus;
22. Ensure that you have mentioned the correct ASBA Account number or UPI ID in the Bid cum Application Form;
23. Ensure that you have mentioned the details of your own bank account for blocking of fund or your own bank account
linked UPI ID to make application in the Public Issue;
24. Ensure that on receipt of the mandate request from sponsor bank, you have taken necessary step in timely manner for
blocking of fund on your account through UPI ID using UPI application;
25. Ensure that you have correctly signed the authorization / undertaking box in the Bid cum Application Form, or have
otherwise provided an authorization to the SCSB via the electronic mode, for blocking funds in the ASBA Account
equivalent to the Bid Amount mentioned in the Bid cum Application Form at the time of submission of the Bid;
26. Ensure that you receive an acknowledgement from the concerned Designated Intermediary, for the submission of your Bid
cum Application Form; and
27. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
DON‘TS:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid / revise Bid Amount to less than the Floor Price or higher than the Cap Price;
3. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by stock invest;
4. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;
5. Do not submit the Bid cum Application Forms to any non-SCSB bank or our Company;
6. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary;
7. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
8. Do not instruct your respective Banks to release the funds blocked in the ASBA Account under the ASB Aprocess;
9. Do not Bid for a Bid Amount exceed Rs. 2,00,000/- (for Applications by Retail Individual Bidders);
10. Do not fill up the Bid cum Application Form such that the Equity Shares Application exceeds the Issue size and / or
investment limit or maximum number of the Equity Shares that can be held under the applicable laws or regulations
or maximum amount permissible under the applicable regulations or under the terms of the Prospectus;
11. Do not submit the General Index Register number instead of the PAN;
12. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are blocked in the relevant
ASBA Account;
13. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application
Forms in a colour prescribed for another category of Applicant;
14. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;
23515. Do not Bid 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);
16. Do not submit a Bid by using details of the third party’s bank account or UPI ID which is linked with bank account
of the third party. Kindly note that Bids made using third party bank account or using third party linked bank account
UPI ID are liable for rejection.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
OTHER INSTRUCTIONS FOR THE BIDDERS JOINT BIDS
In the case of Joint Bids, the Bids should be made in the name of the Bidders whose name appears first in the Depository account. The
name so entered should be the same as it appears in the Depository records. The signature of only such first Bidders would be
required in the Bid cum Application Form/Application Form and such first Bidder would be deemed to have signed on behalf of
the joint holders. All payments may be made out in favour of the Bidder whose name appears in the Bid cum Application Form or
the Revision Form and all communications may be addressed to such Bidder and may be dispatched to his or her address as per
the Demographic Details received from the Depositories.
MULTIPLE BIDS
Bidder should submit only one Bid cum Application Form. Bidder shall have the option to make a maximum of Bids at three
different price levels in the Bid cum Application Form and such options are not considered as multiple Bids. Submission of a
second Bid cum Application Form to either the same or to another member of the Syndicate, SCSB or Registered Broker and
duplicate copies of Bid\ cum Application Forms bearing the same application number shall be treated as multiple Bids and are
liable to be rejected.
INVESTOR GRIEVANCE
In case of any pre- Issue or post Issue related problems regarding demat credit / refund orders/ unblocking etc. the Investors
can contact the Compliance Officer of our Company.
NOMINATION FACILITY TO BIDDERS
Nomination facility is available in accordance with the provisions of Section 72 of the Companies Act, 2013. In case of allotment
of the Equity Shares in dematerialized form, there is no need to make a separate nomination as the nomination registered with
the Depository may prevail. For changing nominations, the Bidders should inform their respective DP.
SUBMISSION OF BIDS
(a) During the Bid/ Issue Period, Bidders may approach any of the Designated Intermediaries to register their Bids.
(b) In case of Bidders (excluding NIIs and QIBs) Bidding at cut-off price, the Bidders may instruct the SCSBs to block Bid
Amount based on the Cap Price less Discount (if applicable).
(c) For details of the timing on acceptance and upload of Bids in the Stock Exchange platform Bidders are requested to refer
to the DRHP.
ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT
The Allotment of Equity Shares to Bidders other than Retail Individual Investors and Anchor Investors may be on proportionate
basis. For Basis of Allotment to Anchor Investors, Bidders may refer to RHP. No Retail Individual Investor will be Allotted
less than the minimum Bid Lot subject to availability of shares in Retail Individual Investor Category and the remaining
available shares, if any will be Allotted on a proportionate basis. The Issuer is required to receive a minimum subscription of
90% of the Issue. However, in case the Issue is in the nature of Offer for Sale only, then minimum subscription may not be
applicable.
FLOW OF EVENTS FROM THE CLOSURE OF BIDDING PERIOD (T DAY) TILL ALLOTMENT:
• On T Day, RTA to validate the electronic bid details with the depository records and also reconcile the final certificates
received from the Sponsor Bank for UPI process and the SCSBs for ASBA and Syndicate ASBA process with the electronic
bid details.
• RTA identifies cases with mismatch of account number as per bid file / Final Certificate and as per applicant’s bank account
linked to depository demat account and seek clarification from SCSB to identify the applications with third party account for
rejection.
• Third party confirmation of applications to be completed by SCSBs on T+1 day.
236• RTA prepares the list of final rejections and circulate the rejections list with BRLM(s)/ Company for their review/ comments.
• Post rejection, the RTA submits the basis of allotment with the Designated Stock Exchange (DSE).
• The Designated Stock Exchange (DSE), post verification approves the basis and generates drawal of lots wherever applicable,
through a random number generation software.
• The RTA uploads the drawal numbers in their system and generates the final list of allotees as per process mentioned below:
PROCESS FOR GENERATING LIST OF ALLOTEES: -
• Instruction is given by RTA in their Software System to reverse category wise all the application numbers in the ascending
order and generate the bucket /batch as per the allotment ratio. For example, if the application number is 78654321 then system
reverses it to 12345687 and if the ratio of allottees to applicants in a category is 2:7 then the system will create lots of 7. If the
drawal of lots provided by Designated Stock Exchange (DSE) is 3 and 5 then the system will pick every 3rd and 5th application
in each of the lot of the category and these applications will be allotted the shares in that category.
• In categories where there is proportionate allotment, the Registrar will prepare the proportionate working based on the
oversubscription times.
• In categories where there is undersubscription, the Registrar will do full allotment for all valid applications.
• On the basis of the above, the RTA will work out the allotees, partial allotees and non- allottees, prepare the fund transfer
letters and advice the SCSBs to debit or unblock the respective accounts.
GROUNDS OF TECHNICAL REJECTIONS
Bidders are advised to note that Bids are liable to be rejected inter alia on the following technical grounds:
• Amount blocked does not tally with the amount payable for the Equity Shares applied for;
• In case of partnership firms, Equity Shares may be registered in the names of the individual partners and no firm as such
shall be entitled to apply;
• Bid by persons not competent to contract under the Indian Contract Act, 1872 including minors, insane persons;
• PAN not mentioned in the Bid cum Application Form;
• Bids at a price less than the Floor Price and Bids at a price more than the Cap Price;
• GIR number furnished instead of PAN;
• Bid for lower number of Equity Shares than specified for that category of investors;
• Bids at Cut-off Price by NIIs and QIBs;
• Bids for number of Equity Shares which are not in multiples Equity Shares which are not in multiples as specified in the
DRHP;
• The amounts mentioned in the Bid cum Application Form/Application Form does not tally with the amount payable for the
value of the Equity Shares Bid/Applied for;
• Bids for lower number of Equity Shares than the minimum specified for that category of investors;
• Category not ticked;
• Multiple Bids as defined in the DRHP;
• In case of Bids under power of attorney or by limited companies, corporate, trust etc., where relevant documents are not
submitted;
• Bid accompanied by Stock invest/ money order/ postal order/ cash/ cheque/ demand draft/ pay order;
• Signature of sole Bidder is missing;
• Bid cum Application Forms not delivered by the Bidder within the time prescribed as per the Bid cum Application Forms,
Bid/ Issue Opening Date advertisement and the DRHP and as per the instructions in the DRHP and the Bid cum Application Forms;
• In case no corresponding record is available with the Depositories that matches three parameters namely, names of the Bidders
(including the order of names of joint holders), the Depository Participant‘s identity (DP ID) and the beneficiary‘s account
number;
237• Bids for amounts greater than the maximum permissible amounts prescribed by the regulations;
• Bid by OCBs;
• Bids by US persons other than in reliance on Regulation S or "qualified institutional buyers" as defined in Rule 144A under the
Securities Act;
• Inadequate funds in the bank account to block the Bid Amount specified in the Bid cum Application Form/Application Form at the
time of blocking such Bid Amount in the bank account;
• Bids not uploaded on the terminals of the Stock Exchanges;
• Where no confirmation is received from SCSB for blocking of funds;
• Bids by SCSBs wherein a separate account in its own name held with any other SCSB is not mentioned as the ASBA Account
in the Bid cum Application Form/Application Form. Bids not duly signed by the sole/First Bidder;
• Bids by any persons outside India if not in compliance with applicable foreign and Indian laws;
• Bids that do not comply with the securities laws of their respective jurisdictions are liable to be rejected;
• Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or any other regulatory
authority;
• Bids by persons who are not eligible to acquire Equity Shares of the Company in terms of all applicable laws, rules, regulations,
guidelines, and approvals; and
• Details of ASBA Account not provided in the Bid cum Application form.
For details of instructions in relation to the Bid cum Application Form, Bidders may refer to the relevant section the GID.
BIDDERS SHOULD NOTE THAT IN CASE THE PAN, THE DP ID AND CLIENT ID MENTIONED IN THE BID CUM
APPLICATION FORM AND ENTERED INTO THE ELECTRONIC APPLICATION SYSTEM OF THE STOCK
EXCHANGES BY THE BIDS COLLECTING INTERMEDIARIES DO NOT MATCH WITH PAN, THE DP ID AND
CLIENT ID AVAILABLE IN THE DEPOSITORY DATABASE, THE BID CUM APPLICATION FORM IS LIABLE TO
BE REJECTED.
BASIS OF ALLOCATION
a) The SEBI (ICDR) Regulations specify the allocation or Allotment that may be made to various categories of Bidders
in an Issue depending on compliance with the eligibility conditions. Certain details pertaining to the percentage of Issue
size available for allocation to each category is disclosed overleaf of the Bid cum Application Form and in the DRHP. For
details in relation to allocation, the Bidder may refer to the RHP.
b) Under-subscription in any category (except QIB Category) is allowed to be met with spill over from any other
category or combination of categories at the discretion of the Issuer and in consultation with the BRLM and the
Designated Stock Exchange and in accordance with the SEBI (ICDR) Regulations, Unsubscribed portion in QIB
Category is not available for subscription to other categories.
c) In case of under subscription in the Offer, spill-over to the extent of such under- subscription may be permitted from
the Reserved Portion to the Issue For allocation in the event of an under-subscription applicable to the Issuer, Bidders
may refer to the RHP.
ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT
The Allotment of Equity Shares to Bidders other than Retail Individual Investors and Anchor Investors may be on proportionate
basis. For Basis of Allotment to Anchor Investors, Bidders may refer to DRHP. No Retail Individual Investor will be Allotted
less than the minimum Bid Lot subject to availability of shares in Retail Individual Investor Category and the remaining available
shares, if any will be Allotted on a proportionate basis. The Issuer is required to receive a minimum subscription of 90% of the
Issue. However, in case the Issue is in the nature of Offer for Sale only, then minimum subscription may not be applicable.
BASIS OF ALLOTMENT
238a. For Retail Individual Bidders
Bids received from the Retail Individual Bidders at or above the Issue Price shall be grouped together to determine
the total demand under this category. The Allotment to all the successful Retail Individual Bidders will be made at
the Issue Price.
The Issue size less Allotment to Non-Institutional and QIB Bidders shall be available for Allotment to Retail Individual
Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price. If the aggregate demand
in this category is less than or equal to 2000 Equity Shares at or above the Issue Price, full Allotment shall be made
to the Retail Individual Bidders to the extent of their valid Bids.
If the aggregate demand in this category is greater than 2000 Equity Shares at or above the Issue Price, the Allotment
shall be made on a proportionate basis up to a minimum of 2000 Equity Shares and in multiples of 2000 Equity Shares
thereafter. For the method of proportionate Basis of Allotment, refer below.
b. For Non-Institutional Bidders
Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together to determine the
total demand under this category. The Allotment to all successful Non- Institutional Bidders will be made at the Issue
Price.
The Issue size less Allotment to QIBs and Retail shall be available for Allotment to Non- Institutional Bidders who
have Bid in the Issue at a price that is equal to or greater than the Issue Price. If the aggregate demand in this category
is less than or equal to 2000 Equity Shares at or above the Issue Price, full Allotment shall be made to Non-Institutional
Bidders to the extent of their demand.
In case the aggregate demand in this category is greater than 2000 Equity Shares at or above the Issue Price, Allotment
shall be made on a proportionate basis up to a minimum of 2000 Equity Shares and in multiples of 2000 Equity Shares
thereafter. For the method of proportionate Basis of Allotment refer below.
c. For QIBs
For the Basis of Allotment to Anchor Investors, Bidders/Applicants may refer to the SEBI ICDR Regulations or RHP
/ Prospectus. Bids received from QIBs Bidding in the QIB Category (net of Anchor Portion) at or above the Issue
Price may be grouped together to determine the total demand under this category. The QIB Category may be available
for Allotment to QIBs who have Bid at a price that is equal to or greater than the Issue Price. Allotment may be
undertaken in the following manner: Allotment shall be undertaken in the following manner:
a) In the first instance allocation to Mutual Funds for 5% of the QIB Portion shall be determined as follows:
▪ In the event that Bids by Mutual Fund exceeds 5% of the QIB Portion, allocation to Mutual Funds shall be done
on a proportionate basis for 5% of the QIB Portion.
▪ In the event that the aggregate demand from Mutual Funds is less than 5% of the QIB Portion then all Mutual Funds
shall get full Allotment to the extent of valid Bids received above the Issue Price.
▪ Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available for Allotment to
all QIB Bidders as set out in (b) below;
b) In the second instance Allotment to all QIBs shall be determined as follows:
▪ In the event that the oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids above the Issue
Price shall be allotted Equity Shares on a proportionate basis, upto a minimum of 2000 Equity Shares and in
multiples of 2000 Equity Shares thereafter for 5% of the QIB Portion.
▪ Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity Shares Bid for
by them, are eligible to receive Equity Shares on a proportionate basis, upto a minimum of 2000 Equity Shares
and in multiples of 2000 Equity Shares thereafter, along with other QIB Bidders.
▪ Under-subscription below 5% of the QIB Portion, if any, from Mutual Funds, would be included for allocation
to the remaining QIB Bidders on a proportionate basis. The aggregate Allotment to QIB Bidders shall not be
more than 22,00,000 Equity Shares.
239d. ALLOTMENT TO ANCHOR INVESTOR (IF APPLICABLE)
a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Allocation Price will be at the discretion
of the Issuer, in consultation with the BRLM, subject to compliance with the following requirements:
i) not more than 60% of the QIB Portion will be allocated to Anchor Investors;
ii) one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids
being received from domestic Mutual Funds at or above the price at which allocation is being done to other
Anchor Investors; and
iii) allocation to Anchor Investors shall be on a discretionary basis and subject to:
▪ a maximum number of two Anchor Investors for allocation up to ₹2 crores; a minimum number of two
Anchor Investors and maximum number of 15 Anchor Investors for allocation of more than ₹ 2
crores and up to ₹ 25 crores subject to minimum allotment of ₹ 1 crores per such Anchor Investor;
and
▪ in case of allocation above twenty five crore rupees; a minimum of 5 such investors and a maximum of 15
such investors for allocation up to twenty five crore rupees and an additional 10 such investors for every
additional twenty five crore rupees or part thereof, shall be permitted, subject to a minimum allotment of one
crore rupees per such investor.
b) A physical book is prepared by the Registrar on the basis of the Anchor Investor Application Forms received from
Anchor Investors. Based on the physical book and at the discretion of the Issuer, in consultation with the BRLM,
selected Anchor Investors will be sent a CAN and if required, a revised CAN.
c) In the event that the Issue Price is higher than the Anchor Investor Allocation Price:
Anchor Investors will be sent a revised CAN within one day of the Pricing Date indicating the number of Equity
Shares allocated to such Anchor Investor and the pay-in date for payment of the balance amount. Anchor
Investors are then required to pay any additional amounts, being the difference between the Issue Price and the
Anchor Investor Allocation Price, as indicated in the revised CAN within the pay-in date referred to in the
revised CAN. Thereafter, the Allotment Advice will be issued to such Anchor Investors
d) In the event the Issue Price is lower than the Anchor Investor Allocation Price:
Anchor Investors who have been Allotted Equity Shares will directly receive Allotment Advice.
e) Basis of Allotment for QIBs (other than Anchor Investors) and NIIs in case of Over Subscribed Issue:
In the event of the Issue being Over-Subscribed, the Issuer may finalise the Basis of Allotment in consultation with
the BSE SME (The Designated Stock Exchange). The allocation may be made in marketable lots on
proportionate basis as set forth hereunder:
a) The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate
basis i.e. the total number of Shares applied for in that category multiplied by the inverse of the
oversubscription ratio (number of Bidders in the category multiplied by number of Shares applied for).
b) The number of Shares to be allocated to the successful Bidders will be arrived at on a proportionate basis
in marketable lots (i.e. Total number of Shares applied for into the inverse of the over subscription ratio).
c) For Bids where the proportionate allotment works out to less than 2000 equity shares the allotment will
be made as follows:
▪ Each successful Bidder shall be allotted 2000 equity shares; and
▪ The successful Bidder out of the total bidders for that category shall be determined by draw of lots in such
a manner that the total number of Shares allotted in that category is equal to the number of Shares worked
out as per (b) above.
d) If the proportionate allotment to a Bidder works out to a number that is not a multiple of 2000 equity shares,
the Bidder would be allotted Shares by rounding off to the nearest multiple of 2000 equity shares subject
240to a minimum allotment of 2000 equity shares.
e) If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the Bidders
in that category, the balance available Shares or allocation shall be first adjusted against any category, where
the allotted Shares are not sufficient for proportionate allotment to the successful Bidder in that category,
the balance Shares, if any, remaining after such adjustment will be added to the category comprising Bidder
applying for the minimum number of Shares. If as a result of the process of rounding off to the nearest
multiple of 2000 Equity Shares, results in the actual allotment being higher than the shares offered, the
final allotment may be higher at the sole discretion of the Board of Directors, up to 110% of the size of the
Issue specified under the Capital Structure mentioned in this DRHP.
Retail Individual Investor' means an investor who applies for shares of value of not more than ₹ 2,00,000/-. Investors may note
that in case of over subscription allotment shall be on proportionate basis and will be finalized in consultation with BSE.
The Executive Director / Managing Director of BSE - the Designated Stock Exchange in addition to Book Running Lead
Manager and Registrar to the Public Issue shall be responsible to ensure that the basis of allotment is finalized in a fair and
proper manner in accordance with the SEBI (ICDR) Regulations.
Issuance of Allotment Advice
1) Upon approval of the Basis of Allotment by the Designated Stock Exchange.
2) On the basis of approved Basis of Allotment, the Issuer shall pass necessary corporate action to facilitate the allotment
and credit of equity shares. Bidders are advised to instruct their Depository Participants to accept the Equity Shares that
may be allotted to them pursuant to the Issue.
The Book Running Lead Manager or the Registrar to the Issue will dispatch an Allotment Advice to their Bidders who have
been allocated Equity Shares in the Issue. The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable
contract for the Allotment to such Bidder.
3) Issuer will make the allotment of the Equity Shares and initiate corporate action for credit of shares to the successful
Bidders Depository Account within 4 working days of the Issue Closing date. The Issuer also ensures the credit of shares
to the successful Bidders Depository Account is completed within one working Day from the date of allotment, after the
funds are transferred from ASBA Public Issue Account to Public Issue account of the issuer.
Designated Date:
On the Designated date, the SCSBs shall transfers the funds represented by allocations of the Equity Shares into Public Issue
Account with the Bankers to the Issue.
The Company will Issue and dispatch letters of allotment/ or letters of regret along with refund order or credit the allotted
securities to the respective beneficiary accounts, if any within a period of 4 working days of the Bid/ Issue Closing Date. The
Company will intimate the details of allotment of securities to Depository immediately on allotment of securities under relevant
provisions of the Companies Act, 2013 or other applicable provisions, if any
Instructions for Completing the Bid Cum Application Form
The Applications should be submitted on the prescribed Bid Cum Application Form and in BLOCK LETTERS in ENGLISH
only in accordance with the instructions contained herein and in the Bid Cum Application Form. Applications not so made are
liable to be rejected. Applications made using a third-party bank account or using third party UPI ID linked bank account are
liable to be rejected. Bid Cum Application Forms should bear the stamp of the Designated Intermediaries. ASBA Bid Cum
Application Forms, which do not bear the stamp of the Designated Intermediaries, will be rejected.
SEBI, vide Circular No. CIR/CFD/14/2012 dated October 04, 2012 has introduced an additional mechanism for investors to
submit Bid Cum Application Forms in public issues using the stock broker (broker) network of Stock Exchanges, who may not
be syndicate members in an Issue with effect from January 01, 2013. The list of Broker Centre is available on the websites of
BSE
i.e. www.bseindia.comand NSE i.e. www.nseindia.com. With a view to broad base the reach of Investors by substantial,
enhancing the points for submission of applications, SEBI vide Circular No. CIR/CFD/POLICY CELL/11/2015 dated
November 10, 2015 has permitted Registrar to the Issue and Share Transfer Agent and Depository Participants registered with
SEBI to accept the Bid Cum Application Forms in Public Issue with effect front January 01, 2016. The List of ETA and DPs
centres for collecting the application shall be disclosed is available on the websites of BSE i.e. www.bseindia.comand NSE
i.e. www.nseindia.com
241Bidder’s Depository Account and Bank Details
Please note that, providing bank account details, PAN No’s, Client ID and DP ID in the space provided in the Bid Cum
Application Form is mandatory and applications that do not contain such details are liable to be rejected.
Bidders should note that on the basis of name of the Bidders, Depository Participant's name, Depository Participant Identification
number and Beneficiary Account Number provided by them in the Bid Cum Application Form as entered into the Stock
Exchange online system, the Registrar to the Issue will obtain front the Depository the demographic details including address,
Bidders bank account details, MICR code and occupation (hereinafter referred to as 'Demographic Details'). These Demographic
Details would be used for all correspondence with the Bidders including mailing of the Allotment Advice. The Demographic
Details given by Bidders in the Bid Cum Application Form would not be used for any other purpose by the Registrar to the
Issue.
By signing the Bid Cum Application Form, the Bidder would be deemed to have authorized the depositories to provide, upon
request, to the Registrar to the Offer, the required Demographic Details as available on its records.
Submission of Bid Cum Application Form
All Bid Cum Application Forms duly completed shall be submitted to the Designated Intermediaries. The aforesaid
intermediaries 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 Bid Cum Application Form, in physical or
electronic mode, respectively.
Communications
All future communications in connection with Applications made in this Issue should be addressed to the Registrar to the Issue
quoting the full name of the sole or First Bidder, Bid Cum Application Form number, Bidders Depository Account Details,
number of Equity Shares applied for, date of Bid Cum Application Form, name and address of the Designated Intermediary
where the Application was submitted thereof and a copy of the acknowledgement slip.
Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre- Issue or post Issue related problems such
as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary accounts, etc.
Disposal of Application and Application Moneys and Interest in Case of Delay
The Company shall ensure the dispatch of Allotment advice, and give benefit to the beneficiary account with Depository
Participants and submit the documents pertaining to the Allotment to the Stock Exchange within 2 (two) working days of date
of Allotment of Equity Shares.
The Company shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and
commencement of trading at BSE SME where the Equity Shares are proposed to be listed are taken within 6 (Six) working days
from Issue Closing Date.
In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI Regulations, the Company further
undertakes that:
• Allotment and Listing of Equity Shares shall be made within 6 (Six) days of the Issue Closing Date;
• Giving of Instructions for refund by unblocking of amount via ASBA not later than 4(four) working days of the Issue
Closing Date, would be ensured; and
• If such money is not repaid within prescribed time from the date our Company becomes liable to repay it, then our
Company and every officer in default shall, on and from expiry of prescribed time, be liable to repay such application
money, with interest as prescribed under SEBI (ICDR) Regulations, the Companies Act, 2013 and applicable law. Further,
in accordance with Section 40 of the Companies Act, 2013, the Company and each officer in default may be punishable
with fine and/or imprisonment in such a case
Right to Reject Applications
In case of QIB Bidders, the Company in consultation with the BRLM may reject Applications provided that the reasons for
rejecting the same shall be provided to such Bidder in writing. In case of Non-Institutional Bidders, Retail Individual Bidders
242who applied, the Company has a right to reject Applications based on technical grounds.
Impersonation
Attention of the Bidders 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—
• Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
• 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
• 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."
Undertakings by Our Company
We undertake as follows:
1) That the complaints received in respect of the Issue shall be attended expeditiously and satisfactorily;
2) That all steps will be taken for the completion of the necessary formalities for listing and commencement of trading on
Stock Exchange where the Equity Shares are proposed to be listed within six working days from Issue Closure date.
3) That the funds required for making refunds as per the modes disclosed or dispatch of allotment advice by registered post
or speed post shall be made available to the Registrar and Share Transfer Agent to the Issue by our Company;
4) Where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall be
sent to the applicant within six Working Days from the Issue Closing Date, giving details of the bank where refunds shall
be credited along with amount and expected date of electronic credit of refund;
5) That our Promoter ‘s contribution in full has already been brought in;
6) That no further Issue of Equity Shares shall be made till the Equity Shares Issued through the Prospectus are listed or until
the Application monies are refunded on account of non-listing, undersubscription etc.;
7) That adequate arrangement shall be made to collect all Applications Supported by Blocked Amount while finalizing the
Basis of Allotment;
8) If our Company does not proceed with the Issue after the Bid/ Issue Opening Date but before allotment, then the reason
thereof shall be given as a public notice to be issued by our Company within two days of the Bid/ Issue Closing Date.
The public notice shall be issued in the same newspapers where the Pre- Issue advertisements were published. The stock
exchange on which the Equity Shares are proposed to be listed shall also be informed promptly;
9) If our Company withdraws the Issue after the Bid/ Issue Closing Date, our Company shall be required to file a fresh Draft
Red Herring Prospectus with the Stock exchange/RoC/SEBI, in the event our Company subsequently decides to proceed
with the Issue;
10) If allotment is not made within the prescribed time period under applicable law, the entire subscription amount received
will be refunded/ unblocked within the time prescribed under applicable law. If there is delay beyond the prescribed time,
our Company shall pay interest prescribed under the Companies Act, 2013, the SEBI Regulations and applicable law for
the delayed period.
Utilization of Issue Proceeds
The Board of Directors of our Company certifies that:
1) All monies received out of the Issue shall be credited/ transferred to a separate bank account other than the bank account
referred to in sub section (3) of Section 40 of the Companies Act 2013;
2) Details of all monies utilized out of the Issue referred above shall be disclosed and continue to be disclosed till the time
any part of the Issue proceeds remains unutilized, under an appropriate head in our balance sheet of our company indicating
243the purpose for which such monies have been utilized;
3) Details of all unutilized monies out of the Offer, if any shall be disclosed under the appropriate separate head in the
balance sheet of our company indicating the form in which such unutilized monies have been invested and
4) Our Company shall comply with the requirements of SEBI Listing Regulations, 2015 in relation to the disclosure and
monitoring of the utilization of the proceeds of the Issue
5) Our Company shall not have recourse to the Issue Proceeds until the approval for listing and trading of the Equity Shares
from the Stock Exchange where listing is sought has been received.
6) The Book Running Lead Manager undertakes that the complaints or comments received in respect of the Issue shall be
attended by our Company expeditiously and satisfactorily.
Equity Shares in Dematerialized Form with NSDL or CDSL
To enable all shareholders of our Company to have their shareholding in electronic form, the Company has signed the
following tripartite agreements with the Depositories and the Registrar and Share Transfer Agent:
a) Tripartite Agreement dated May 14, 2024 between NSDL, the Company and the Registrar to the Issue;
b) Tripartite Agreement dated December 11, 2023 between CDSL, the Company and the Registrar to the Issue;
The Company's equity shares bear an ISIN No. INE0S9X01011.
This space has been left blank intentionally
244RESTRICTIONS 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 prescribes the limits and the conditions subject
to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in
which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely
permitted in all sectors of 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 government bodies responsible for granting foreign
investment approvals are the Reserve Bank of India (“RBI”) and Department of Industrial Policy and Promotion, Ministry of
Commerce and Industry, Government of India (“DIPP”).
The Government of India has from time to time made policy pronouncements on FDI through press notes and press releases.
The DPIIT issued the Consolidated Foreign Direct Investment Policy notified by the DPIIT File No. 5(2)/2020-FDI Policy
dated October 15, 2020, with effect from October 15, 2020 (the “FDI Policy”), which consolidates and supersedes all previous
press notes, press releases and clarifications on FDI issued by the DPIIT or the DPIIT that were in force and effect prior to
October 15, 2020. The Government of India proposes to update the consolidated circular on FDI Policy once every year and
therefore, the FDI Policy will be valid until the DPIIT issues an updated circular.
In terms of the FEMA NDI Rules, a person resident outside India may make investments into India, subject to certain terms
and conditions, and provided that an entity of a country, which shares land border with India or the beneficial owner of an
investment into India who is situated in or is a citizen of any such country, shall invest only with government approval.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided
that (i) the activities of the investee company are under the automatic route under the foreign direct investment policy and
transfer does not attract the provisions of the Takeover Regulations; (ii) the non-resident shareholding is within the sectoral
limits under the FDI policy; and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/ RBI.
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 (“Restricted Investors”), 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. Furthermore, on April 22, 2020, the Ministry of Finance, Government
of India has also made a similar amendment to the FEMA Rules. Pursuant to the Foreign Exchange Management (Non-debt
Instruments) (Fourth Amendment) Rules, 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. Each Bidder 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 Bidder shall intimate our Company
and the Registrar to the Offer in writing about such approval along with a copy thereof within the Offer Period.
As per the existing policy of the Government of India, OCBs cannot participate in this Issue and in accordance with the extant
FDI guidelines on sectoral caps, pricing guidelines etc. as amended by Reserve bank of India, from time to time. Investors are
advised to confirm their eligibility under the relevant laws before investing and / or subsequent purchase or sale transaction in
the Equity Shares of our Company. Investors will not offer, sell, pledge or transfer the Equity Shares of our Company to any
person who is not eligible under applicable laws, rules, regulations, guidelines. Our Company, the Underwriters and their
respective directors, officers, agents, affiliates and representatives, as applicable, accept no responsibility or liability for
advising any investor on whether such investor is eligible to acquire Equity Shares of our Company.
Investment conditions/restrictions for overseas entities
Under the current FDI Policy 2020, the maximum amount of Investment (sectoral cap) by foreign investor in an issuing entity
is composite unless it is explicitly provided otherwise including all types of foreign investments, direct and indirect, regardless
of whether it has been made for FDI, FPI, NRI/OCI, LLPs, FVCI, Investment Vehicles and DRs under Foreign Exchange
Management (Non-debt Instruments) Rules, 2019. Any equity holding by a person resident outside India resulting from
conversion of any debt instrument under any arrangement shall be reckoned as foreign investment under the composite cap.
245Portfolio Investment upto aggregate foreign investment level of 49% or sectoral/statutory cap, whichever is lower, will not be
subject to either Government approval or compliance of sectoral conditions, if such investment does not result in transfer of
ownership and/or control of Indian entities from resident Indian citizens to non-resident entities. Other foreign investments will
be subject to conditions of Government approval and compliance of sectoral conditions as per FDI Policy. The total foreign
investment, direct and indirect, in the issuing entity will not exceed the sectoral/statutory cap.
Investment by FPIs under Portfolio Investment Scheme (PIS)
With regards to purchase/ sale of capital instruments of an Indian company by an FPI under PIS the total holding by each FPI
or an investor group as referred in SEBI (FPI) Regulations, 2014 shall not exceed 10% of the total paid-up equity capital on a
fully diluted basis or less than 10% 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 FPIs put together shall not exceed 24% of paid-up equity capital on
fully diluted basis or paidup value of each series of debentures or preference shares or share warrants. The said limit of 10%
and 24% will be called the individual and aggregate limit, respectively. However, this limit of 24 % may be increased up to
sectoral cap/statutory ceiling, as applicable, by the Indian company concerned by passing a resolution by its Board of Directors
followed by passing of a special resolution to that effect by its general body.
Investment by NRI or OCI on repatriation basis
The purchase/sale of equity shares, debentures, preference shares and share warrants issued by an Indian company (hereinafter
referred to as “Capital Instruments”) of a listed Indian Company on a recognised stock exchange in India by Non-Resident
Indian (NRI) or Overseas Citizen of India (OCI) on repatriation basis is allowed subject to certain conditions under Foreign
Exchange Management (Non-debt Instruments) Rules, 2019.
The total holding by any individual NRI or OCI shall not exceed 5% of the total paid-up equity capital on a fully diluted basis
or should 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
warrants; 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.
Investment by NRI or OCI on non-repatriation basis
As per current FDI Policy 2020, Foreign Exchange Management (Non-debt Instruments) Rules, 2019, Purchase/ sale of Capital
Instruments or convertible notes or units or contribution to the capital of an LLP by a NRI or OCI on non-repatriation basis –
will be deemed to be domestic investment at par with the investment made by residents. This is further subject to remittance
channel restrictions.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“US Securities
Act”) or any other state securities laws in the United States of America and may not be sold or offered within the United States
of America, or to, or for the account or benefit of “US Persons” as defined in Regulation S of the U.S. Securities Act, except
pursuant to exemption from, or in a transaction not subject to, the registration requirements of US Securities Act and applicable
state securities laws.
Accordingly, the equity shares are being offered and sold only outside the United States of America in an offshore transaction
in reliance upon Regulations under the US Securities Act and the applicable laws of the jurisdiction where those offers and sale
occur.
Further, no offer to the public (as defined under Directive 20003/71/EC, together with any amendments) and implementing
measures thereto, (the “Prospectus Directive”) has been or will be made in respect of the Issue in any member State of the
European Economic Area which has implemented the Prospectus Directive except for any such offer made under exemptions
available under the Prospectus Directive, provided that no such offer shall result in a requirement to publish or supplement a
prospectus pursuant to the Prospectus Directive, in respect of the Issue.
246Any forwarding, distribution or reproduction of this document in whole or in part may be unauthorised. Failure to comply with
this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Any investment decision
should be made on the basis of the final terms and conditions and the information contained in this Prospectus.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India
and may not be offered or sold, and Application may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.
The above information is given for the benefit of the Applicants. Our Company and the Lead Manager are not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Prospectus.
Applicants are advised to make their independent investigations and ensure that the Applications are not in violation of laws or
regulations applicable to them and do not exceed the applicable limits under the laws and regulation.
This space has been left blank intentionally
247ISSUE STRUCTURE
This Issue is being made in terms of Regulation 229 (1) of Chapter IX of SEBI (ICDR) Regulations, 2018, as amended from time
to time, whereby, an issuer whose post issue paid up face value capital is less than Rs. 10 Crores, shall issue 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 issue please refer chapter titled "Terms of
the Issue" and "Offer Procedure" on page 210 and 218 of the Prospectus.
The Issue comprise of a Public Issue of upto 46,70,000 Equity Shares of Face Value of ₹10/- each of Ace Alpha Tech Limited for
Cash at a Price of ₹ 69 Per Equity Share (Including a Share Premium of ₹ 59 per Equity Share) (“Issue Price”) aggregating to ₹
3222.30 Lakhs comprising a Fresh Issue of up to 35,48,400 Equity Shares aggregating up to ₹ 2448.12 lakhs and an Offer For
Sale of up to 11,22,000 Equity Shares, of which 2,64,000 Equity Shares of Face Value of ₹ 10/- each at a price of ₹ 774.18
aggregating to ₹ 182.14 Lakhs will be reserved for subscription by Market Maker (“Market Maker Reservation Portion”), and
Net Issue to Public of 44,06,400 Equity Shares of Face Value of ₹10/- each at a price of ₹ 69 aggregating to ₹ 3040.14 Lakhs
(hereinafter referred to as the “Net Issue”) The Issue and the Net Issue will constitute 26.59% and 25.09% respectively of the
Post Issue paid up Equity Share Capital of Our Company.
The Issue is being made by way of Book Building Process
Market Maker Non-
Particulars Retail Individual
Reservation QIBs (1) Institutional
of the Issue(2) Investors
Portion Applicants
Number of Up to 264,000 Equity 22,00,000 6,62,000 15,44,000
Equity Shares Shares
available for
allocation
Percentage of 5.65 % of the Issue Size Not more than 50% of the Net Not less than 15% of Not less than 35% of
offer Size Issue being available for the the Net
available for allocation to QIB Bidders. Net Issue Issue
allocation
However, up to 5% of the Net
QIB Portion will be available for
allocation proportionately to
Mutual Funds only.
Mutual Funds participating in the
Mutual Fund Portion will also
be eligible for allocation in the
remaining QIB Portion.
The unsubscribed portion in the
Mutual Fund Portion will be
added to the Net QIB Portion.
Basis of Firm Allotment Proportionate as follows Proportionate Proportionate
Allotment(3) (excluding the Anchor Investor
Portion): (a) Up to 2000 Equity
Shares shall be available for
allocation on a proportionate
basis to Mutual Funds only; and
(b) Up to 2000 Equity Shares
shall be available for allocation
on a proportionate basis to all
QIBs,
including Mutual Funds
receiving allocation as per (a)
above. Up to 2000 Equity
Shares) may be allocated on a
discretionary basis to Anchor
Investors of which one-third
shall be available for allocation
to Domestic Mutual Funds only,
subject to valid Bid received
from Mutual Funds at or above
the Anchor Investor Allocation
Price
248Mode of Bid Only through the Only through the ASBA Through ASBA
ASBA process. process. Process through
banks or by using
UPI ID for payment
Mode of Compulsorily in dematerialized form
Allotment
Minimum Bid 2000 Equity Shares in Such number of Equity Shares Such number of Equity 2000 Equity Shares
Size multiple of 2000 Equity and in multiples of 2000 Equity shares in multiple of in multiple of 2000
shares Shares that the Bid Amount 2000 Equity shares that Equity shares so
exceeds Bid size exceeds Rs that the Bid
₹200,000 2,00,000 Amount does not
exceed Rs 2,00,000
Maximum Bid 2000 Equity Shares Such number of Equity Shares Such number of Equity Such number of
Size in multiples of 2000 Equity Shares in multiples of Equity Shares in
Shares not exceeding the size 2000 Equity Shares not multiples of 2000
of the Net Offer, subject to exceeding the size of Equity Shares so that
applicable limits the offer (excluding the the Bid Amount
QIB portion), subject does not exceed Rs
to limits 2,00,000
as applicable to the
Bidder
Trading Lot 2000 Equity Shares, 2000 Equity Shares and in 2000 Equity Shares and 2000 Equity Shares
however the Market multiples thereof in multiples thereof and in multiples
Maker may accept odd thereof
lots if any in the market
as required under the
SEBI ICDR Regulations
Terms Of Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder (other than Anchor
Payment Investors) or by the Sponsor Bank through the UPI Mechanism, that is specified in the ASBA Form at the
time of submission of the ASBA Form. In case of Anchor Investors: Full Bid Amount shall be payable by the
Anchor
Investors at the time of submission of their Bids(4)
Mode of Bid Only through the ASBA process (except for Anchor Investors)
This Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. For further
details, please refer to “Issue Structure” on page 248 of the Prospectus.
(1) Our Company may, in consultation with the Book Running Lead Managers, allocate up to 60% of the QIB Portion to Anchor
Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be
reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price Anchor
Investor Allocation Price.
(2) In terms of Rule 19(2) of the SCRR read with Regulation 252 of the SEBI (ICDR) Regulations, 2018 this is an Issue for at
least 25% of the post issue paid-up Equity share capital of the Company. This Issue is being made through Book Building Process,
wherein allocation to the public shall be as per Regulation 252 of the SEBI (ICDR) Regulations.
(3) Subject to valid Bids being received at or above the Issue Price, undersubscription, if any, in any category, except in the QIB
Portion, would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion
of our Company in consultation with the Book Running Lead Managers and the Designated Stock Exchange, subject to applicable
laws.
(4) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application
Forms provided that any difference between the Anchor Investor Allocation Price and the Anchor Investor Issue Price shall be payable
by the Anchor Investor Pay-In Date as indicated in the CAN.
Lot Size
SEBI vide circular CIR/MRD/DSA/06/2012 dated February 21, 2012 (the Circular) standardized the lot sizefor Initial Public Offer
proposing to list on SME exchange/platform and for the secondary market tradingon such exchange/platform, as under:
Issue Price (in ₹) Lot Size (No. of shares)
249Upto 14 10000
More than 14 upto 18 8000
More than 18 upto 25 6000
More than 25 upto 35 4000
More than 35 upto 50 3000
More than 50 upto 70 2000
More than 70 upto 90 1600
More than 90 upto 120 2000
More than 120 upto 150 1000
More than 150 upto 180 800
More than 180 upto 250 600
More than 250 upto 350 400
More than 350 upto 500 300
More than 500 upto 600 240
More than 600 upto 750 200
More than 750 upto 1000 160
Above 1000 100
Further to the Circular, at the initial public offer stage the Registrar to Issue in consultation with BRLMs, ourCompany and BSE
shall ensure to finalize the basis of allotment in minimum lots and in multiples of minimum lot size, as per the above given table.
The secondary market trading lot size shall be the same, as shall be the initial public offer lot size at the application/allotment stage,
facilitating secondary market trading.
Withdrawal of the Issue
The Company in consultation with the Book Running Lead Manager, reserves the right not to proceed with the Issue at any time
before the Issue Opening Date, without assigning any reason thereof.
In case, the Company wishes to withdraw the Issue after Issue Opening but before allotment, the Company will give public notice
giving reasons for withdrawal of Issue. The public notice will appear in two widely circulated national newspapers (one each in
English and Hindi) and one in regional newspaper.
The Book Running Lead Manager, through the Registrar to the Issue, will instruct the SCSBs, to unblock the ASBA Accounts within
one Working Day from the day of receipt of such instruction. The notice of withdrawal will be issued in the same newspapers where
the pre-Issue advertisements have appeared and the Stock Exchange will also be informed promptly.
If the Company withdraws the Issue after the Issue Closing Date and subsequently decides to undertake a public offering of Equity
Shares, the Company will file a fresh Prospectus with the stock exchange where the Equity Shares may be proposed to be listed.
Notwithstanding the foregoing, the Issue is subject to obtaining (i) the final listing and trading approvals of the Stock Exchange,
which our Company will apply for only after Allotment; and (ii) the final RoC approval to the Prospectus after it is filed with the
RoC.
Bid/Issue Programme:
Events Indicative Dates
Bid/Issue Opening Date June 26, 2025
Bid/ Issue Closing Date June 30, 2025
Finalization of Basis of Allotment with the Designated Stock Exchange July 01, 2025
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA Account July 01, 2025
or UPI ID linked bank account
Credit of Equity Shares to Demat accounts of Allottees July 02, 2025
Commencement of trading of the Equity Shares on the Stock Exchange July 03, 2025
Note - Our Company in consultation with the Book Running Lead Manager, may consider participation by Anchor Investors
in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to
the Bid/Offer Opening Date in accordance with the SEBI ICDR Regulations.
250Applications 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 Issue Period at the Application Centers mentioned in the Application Form.
Standardization of cut-off time for uploading of applications on the issue closing date:
a) A standard cut-off time of 3.00 p.m. for acceptance of applications.
b) A standard cut-off time of 4.00 p.m. for uploading of applications received from other than retail individual applicants.
c) A standard cut-off time of 5.00 p.m. for uploading of applications received from only retail individual applicants, which
may be extended up to such time as deemed fit by BSE after taking into account the total number of applications received
up to the closure of timings and reported by BRLM to BSE within half an hour of such closure.
It is clarified that Bids not uploaded in the book, would be rejected. In case of discrepancy in the data entered in the electronic
book vis-à-vis the data contained in the physical Bid form, for a particular bidder, the details as per physical application form of
that Bidder may be taken as the final data for the purpose of allotment.
Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holiday)
251SECTION IX - DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION
Pursuant to Schedule I of the Companies Act, and the SEBI ICDR Regulations, the Main provisions of the Articles of
Association relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and Transmission of equity shares or
debentures, their consolidation or splitting are as provided below. Each provision below is numbered as per the corresponding
article number in the articles of association and defined terms herein have the meaning given to them in the Articles of
Association.
INTERPRETATION
I. (1) In these regulations—
(a) “The Act” means the Companies Act, 2013 including any statutory modification or amendment thereto or re-
enactment thereof, together with the rules and regulations framed thereunder;
(b) “Articles” shall mean Articles of Association of the company as originally framed or as altered from time to time
by Special Resolution;
(c) “Board” or “Board or Director” means the collective body of the directors of the company;
(d) “Company” means ACE ALPHA TECH LIMITED1;
(e) “Control” shall include the right to appoint majority of the directors or to control the management or policy
decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by
virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other
manner;
(f) “Director” means a Director appointed to the Board of a Company;
(g) Document” shall include summons, notice, requisition, order, declaration, form and register, whether issued, sent
or kept in pursuance of the Act or under any other law for the time being in force or otherwise, maintained on paper
or in electronic form;
(h) ‘‘Electronic Mode’’ shall mean any communication sent by a company through its authorized and secured
computer programme which is capable of producing confirmation and keeping record of such communication
addressed to the person entitled to receive such communication at the last electronic mail address provided by the
member;
(i) “Financial Year” means the period ending on 31st day of March every year;
(j) “General Meeting” means any duly convened meeting of the Shareholders of the Company and includes an Extra-
Ordinary General Meeting;
(k) “Member” means
(i) The subscriber to the memorandum of the Company who shall be deemed to have agreed to become member
of the Company, and on its registration, shall be entered as member in its register of members;
1 On March 13, 2024, Members of the Company approved the change of name of the company from “DM Prime Square Research
& Analytics Private Limited” to “Ace Alpha Tech Private Limited”.
On May 25, 2024, Members of the Company approved the conversion of the Company into a Public Limited Company and the
change in the name of the Company from “Ace Alpha Tech Private Limited” to “Ace Alpha Tech Limited” by deletion of the word
“Private” from the name of the Company. The said conversion is subject to the approval of Central Government.
252(ii) Every other person who agrees in writing to become a member of the company and whose name is entered in
the register of members of the Company;
(iii) Every person holding shares of the Company and whose name is entered as a beneficial owner in the records
of a depository.
(l) “Memorandum” shall mean the memorandum of association of the company;
(m) “Postal ballot” shall mean voting by post or through any electronic mode;
(n) “Share” shall mean a share in the share capital of a Company and includes stock;
(o) “Share Capital” means the Share Capital of the Company comprising of Equity Shares and the Preference Shares
as may be issued by the company from time to time;
(p) “Video conferencing or other audiovisual means” means audio- visual electronic communication facility
employed which enables all the persons participating in a meeting to communicate concurrently with each other
without an intermediary and to participate effectively in the meeting;
(q) “The Seal” means the common seal of the company.
Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same
meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become
binding on the company.
2. Public Company:
The Company is a Public Company within the meaning of Section 2(71) of the Companies Act, 2013 (which is not a
private company) and accordingly the Public Company means a company which: -
(a) Is not a private company;
(b) has a minimum paid-up share capital as may be prescribed:
Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be public
company for the purposes of this Act even where such subsidiary company continues to be a private company in its
articles.
Provided further that the right to transfer the shares in the Company is not restricted, there is no limit on the number of
members of the company and does not prohibit any invitation to the public to subscribe for any securities of the
company.
SHARE CAPITAL AND VARIATION OF RIGHTS
II. 1. Subject to the provisions of the Act and these Articles, the shares in the capital of the company shall be under the
control of the Directors who may issue, allot or otherwise dispose of the same by way of right issue, bonus
issue, preferential allotment, private placement or otherwise to such persons, in such proportion and on such terms
and conditions and either at a premium or at par and at such time as they may from time to time think fit.
2. (i) Every person whose name is entered as a member in the register of members shall be entitled to receive within two
months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the
application for the registration of transfer or transmission or within such other period as the conditions of issue shall be
provided,-
(a) One certificate for all his shares without payment of any charges; or
(b) Several certificates, each for one or more of his shares, upon payment of twenty rupees or without payment
of any charge, for each certificate after the first, as the Board decided.
(ii) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid-up
thereon.
253(iii) In respect of any share or shares held jointly by several persons, the company shall notbe bound to issue more than
one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all
such holders.
3. (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for
endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be issued
in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the company and
on execution of such indemnity as the company deem adequate, a new certificate in lieu thereof shall be given. Every
certificate under this Article shall be issued on payment of twenty rupees or without payment of any charge, as the
Board decided.
(ii) The provisions of Articles (2) and (3) shall mutatis mutandis apply to debentures of the company.
4. Except as required by law no person shall be recognized by the company as holding any share upon any trust and the
company shall not be bound by or be compelled in any way to recognize (even when having notice thereof) any
equitable contingent future or partial interest in any share or any interest in any fractional part of a share or (except only
as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right
to the entirety thereof in the registered holder.
5. (i) The company may exercise the powers of paying commissions conferred by sub-section
(6) of section 40 provided that the rate percent or the amount of the commission paid or agreed to be paid shall be
disclosed in the manner required by that section and rules made thereunder.
(ii) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under subsection
(6) of section 40.
(ii)The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in
the one way and partly in the other.
6. (i) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of section 48, and
whether or not the company is being wound up, be varied with the consent in writing of the holders of three-fourths of
the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders
of the shares of that class.
(ii) To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis
mutandis apply, but so that the necessary quorum shall be at least two persons holding at least one-third of the issued
shares of the class in question.
7. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not,
unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the
creation or issue of further shares ranking pari passu therewith.
8. Subject to the provisions of section 55, any preference shares may be issued on the terms that they are to be redeemed
on such terms and in such manner as the company before the issue of the shares may, by special resolution, determine.
LIEN
9. (i) The company shall have a first and paramount lien—
(a) on every share (not being a fully paid share), for all monies (whether presently payable or not) called,
or payable at a fixed time, in respect of that share; and
(b) on all shares (not being fully paid shares) standing registered in the name of a single person, for all monies
presently payable by him or his estate to the company:
Provided that the Board of directors may at any time declare any share to be wholly or in part exempt
from the provisions of this clause.
254(ii) The company’s lien, if any, on a share shall extend to all dividends payable and bonuses declared from time
to time in respect of such shares.
10. The company may sell, in such manner as the Board thinks fit, any shares on which the company has a lien:
Provided that no sale shall be made—
(a) unless a sum in respect of which the lien exists is presently payable; or
(b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the
amount in respect of which the lien exists as is presently payable, has been given to the registered holder for
the time being of the share or the person entitled thereto by reason of his death or insolvency.
11. (i) To give effect to any such sale, the Board may authorize some person to transfer the shares sold to the purchaser
thereof.
(ii) The purchaser shall be registered as the holder of the shares comprised in any such transfer.
(iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be
affected by any irregularity or invalidity in the proceedings in reference to the sale.
12. (i) The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in
respect of which the lien exists as is presently payable.
(ii) The residue, if any, shall, subject to a like 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.
CALLS ON SHARES
13. (i) The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their shares
(whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment
thereof made payable at fixed times:
Provided that no call shall exceed one-fourth of the nominal value of the share or be payable atless than one month
from the date fixed for the payment of the last preceding call.
(ii) Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and place of
payment, pay to the company, at the time or times and place so specified, the amount called on his shares.
(iii) A call may be revoked or postponed at the discretion of the Board.
(iv) That option or right to call of shares shall not be given to any person except with the sanction the Issuer in general
meetings.
14. A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call was passed
and may be required to be paid by installments.
15. The joint holders of a share shall be jointly or severally liable to pay all calls in respect thereof.
16. (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the
person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of
actual payment at ten per cent. per annum or at such lower rate, if any, as the Board may determine.
(ii) The Board shall be at liberty to waive payment of any such interest wholly or in part.
17. (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date whether on account
of the nominal value of the share or by way of premium shall for the purposes of these regulations be deemed to be a call
duly made and payable on the date on which by the terms of issue such sum becomes payable.
(ii) In case of non-payment of such sum all the relevant provisions of these regulations as to payment of interest and
255expenses forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.
18. The Board-
a) may, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies uncalled
and unpaid upon any shares held by him; and
b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently
payable) pay interest at such rate not exceeding, unless the company in general meeting shall otherwise direct,
twelve per cent per annum, as may be agreed upon between the Board and the member paying the sum in advance
but shall not in respect thereof confer a right to dividend or to participate in profits.
TRANSFER OF SHARES
19. (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and
transferee.
(ii) The common form of transfer shall be used to make transfer of shares
(iii) The shareholder desiring to sell any of his shares must notify to the board of directors of the number of shares,
name of the proposed transferee.
(iv)The Board of Directors must offer to the other proposed transferee and if the offer is accepted, the shares shall be
transferred to the acceptor.
(v)The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the
register of members in respect thereof.
20. The Board may, subject to the right of appeal conferred by section 58 of the Companies Act, 2013 declines to register—
(a) The transfer of a share, not being a fully paid share, to a person of whom they do not approve; or
(b) Any transfer of shares on which the company has a lien.
21. The Board may decline to recognize any instrument of transfer unless—
(a) the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of section 56 of the
Companies Act, 2013;
(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence
as the Board may reasonably require to show the right of the transfer or to make the transfer; and
(c) the instrument of transfer is in respect of only one class of shares.
Provided that registration of transfer shall 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.
No fees are charged for Transfer and registration of any of the securities.
22. On giving not less than seven days’ previous notice in accordance with section 91 of the Companies Act, 2013 and rules
made thereunder, the registration of transfers may be suspended at such times and for such periods as the Board may
from time to time determine:
Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-
five days in the aggregate in any year.
TRANSMISSION OF SHARES
23. (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees
or legal representatives where he was a sole holder, shall be the only persons recognized by the company as having any
256title to his interest in the shares.
(ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share which
had been jointly held by him with other persons.
24. (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such
evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided,
elect, either—
(a) to be registered himself as holder of the share; or
(b) to make such transfer of the share as the deceased or insolvent member could have made.
(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the
deceased or insolvent member had transferred the share before his death or insolvency.
25. (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send
to the company a notice in writing signed by him stating that he so elects.
(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the
share.
(iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration
of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the
member had not occurred and the notice or transfer were a transfer signed by that member.
26. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same
dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he
shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right
conferred by membership in relation to meetings of the company:
Provided 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, and if the notice is not complied with within ninety days, the Board may thereafter withhold
payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements of the notice
have been complied with.
FORFEITURE OF SHARES
27. If a member fails to pay any call, or installment of a call, on the day appointed for payment thereof, the Board may, at
any time thereafter during such time as any part of the call or installment remains unpaid, serve a notice on him requiring
payment of so much of the call or installment as is unpaid, together with any interest which may have accrued.
28. The notice aforesaid shall—
(a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice)
on or before which the payment required by the notice is to be made; and
(b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was
made shall be liable to be forfeited.
29. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the
notice has been given may, at any time thereafter, before the payment required by the notice has been made, be
forfeited by a resolution of the Board to that effect.
30. (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit.
(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit.
31. (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall,
notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of forfeiture, were
257presently payable by him to the company in respect of the shares.
(ii) The liability of such person shall cease if and when the company shall have received payment in full of all such
monies in respect of the shares.
32. (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the company,
and that a share in the company has been duly forfeited 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 share;
(ii) The company may receive the consideration, if any, given for the share on any sale or disposal thereof and may
execute a transfer of the share in favour of the person to whom the share is sold or disposed of;
(iii) The transferee shall thereupon be registered as the holder of the share; and
(iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the
share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the
share.
33. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum which, by the terms
of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of
premium, as if the same had been payable by virtue of a call duly made and notified.
DEMATERIALISATION OF SHARES
34. Company shall be entitled to dematerialise its shares, debentures and other securities and to offer any shares, debentures
or other securities proposed to be issued by it for subscription in a dematerialised form and on the same being done, the
Company shall further be entitled to maintain a Register of Members/ Debenture holders/ other Security holders with the
details of members/ debenture holders/ other security holders holding shares, debentures or other securities both in
materialised and dematerialised form in any media as permitted by the Act.
35. Every person subscribing to or holding securities of the Company shall have the option to receive security certificates or
to hold the securities in electronic form with a Depository. If a person opts to hold his security with a Depository, the
Company shall intimate such Depository the details of allotment of the security, and on receipt of the information, the
Depository shall enter in its records the name of the allottee as the Beneficial Owner of the Security.
ALTERATION OF CAPITAL
36. The company may, from time to time, by ordinary resolution, to increase the share capital by such sum, to be divided into
shares of such amount, as may be specified in the resolution.
37. Subject to the provisions of section 61, the company may, by ordinary resolution,-
(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any
denomination;
(c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum;
(d) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken
by any person.
38. Where shares are converted into stock, -
(a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same regulations
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.
258(b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and
advantages as regards dividends, voting at meetings of the company, and other matters, as if they held the shares from
which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the company
and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have
conferred that privilege or advantage.
(c) such of the regulations of the company as are applicable to paid-up shares shall apply to stock and the words “share”
and “shareholder” in those regulations shall include “stock” and “stock- holder” respectively.
39. The company may, by special resolution, reduce in any manner and with, and subject to, any incident authorized and
consent required by law, -
(a) its share capital;
(b) any capital redemption reserve account; or
(c) any share premium account.
40. No fees would be charged for sub-division, consolidation or renewal of security certificates.
CAPITALISATION OF PROFITS
41. (i) The company in general meeting may, upon the recommendation of the Board, resolve-
42.
(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 (ii) amongst the members
who would have been entitled thereto, if distributed by way of dividend and in the same proportions.
(ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (iii),
either in or towards-
(A) paying up any amounts for the time being unpaid on any shares held by such members respectively;
(B) 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;
(C) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B);
(D) securities premium account, a capital redemption reserve account and free reserves of the company may, for the
purposes of this regulation, be applied in the paying up of unissued shares to be issued to members of the company
as fully paid bonus shares;
(E) The Board shall give effect to the resolution passed by the company in pursuance of this regulation.
43. (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall—
(a) make all appropriations and applications of the undivided profits resolved to be capitalised thereby,
and all allotments and issues of fully paid shares if any; and
(b) generally do all acts and things required to give effect thereto.
(ii) The Board shall have power-
(a) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks
fit, for the case of shares becoming distributable in fractions; and
259(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 capitalisation, or as the case may require, for the payment by the company on their behalf, by
the application thereto of their respective proportions of profits resolved to be capitalised, of the amount or any part
of the amounts remaining unpaid on their existing shares;
(iii) Any agreement made under such authority shall be effective and binding on such members.
BUY-BACK OF SHARES
44. Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other
applicable provision of the Act or any other law for the time being in force, the company may purchase its own shares or
other specified securities.
GENERAL MEETINGS
45. All general meetings other than annual general meeting shall be called extraordinary general meeting.
46. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.
(ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not within India, any
director or any two members of the company may call an extraordinary general meeting in the same manner, as nearly as
possible, as that in which such a meeting may be called by the Board.
47. A general meeting of a company may be called by giving not less than clear twenty-one days notice either in writing or
through electronic mode or may be called after giving a shorter notice before the General Meeting, if consent is given in
writing or by electronic mode by not less than ninety-five percent of the members entitled to vote at such meeting.
48. The Board shall on the requisition of such number of member or members of the Company as is specified in Section 100
of the Act, forthwith proceed to call an extra-ordinary General Meeting of the Company and in respect of any such
requisition and of any meeting to be called pursuant thereto, all other provisions of Section 100 of the Act shall for the
time being apply.
PROCEEDINGS AT GENERAL MEETINGS
49. (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the
meeting proceeds to business.
(ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103 of the Act.
50. The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company.
51. If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the
meeting, or is unwilling to act as chairperson of the meeting, the directors present shall elect one of their members to be
Chairperson of the meeting.
52. If at any meeting no director is willing to act as Chairperson or if no director is present within
fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members
to be Chairperson of the meeting.
53. At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded under section 109 of
the Act or the voting is carried out electronically, be decided on a show of hands.
54. A declaration by the Chairman of the meeting of the passing of a resolution or otherwise by show of hands and an entry to
that effect in the books containing the minutes of the meeting of the company shall be conclusive evidence of the fact
of passing of such resolution or otherwise.
55. In case of an equality of votes, the Chairperson of the meeting, shall have a second or casting vote.
260ADJOURNMENT OF MEETING
56. (i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the
meeting, adjourn the meeting from time to time and from place to place.
(ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from
which the adjournment took place.
(iii) 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.
(iv) 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.
VOTING RIGHTS
57. Subject to any rights or restrictions for the time being attached to any class or classes of shares, —
(a) on a show of hands, every member present in person shall have one vote; and
(b) on a poll, the voting rights of members shall be in proportion to his share in the paid- up equity share capital
of the company.
58. A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote only
once.
59. (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted
to the exclusion of the votes of the other joint holders.
(ii) For this purpose, seniority shall be determined by the order in which the names stand in the register of members.
60. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy,
may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or
guardian may, on a poll, vote by proxy.
61. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the
poll.
62. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in
respect of shares in the company have been paid.
63. (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the
vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes.
(ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final
and conclusive.
PROXY
64. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a
notarized 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.
65. An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105 of the Act.
66. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death
or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the
261transfer of the shares in respect of which the proxy is given:
Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the
company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used.
BOARD OF DIRECTORS
67. The number of the directors and the names of the first directors shall be determined in writing by the subscribers
of the memorandum or a majority of them.
(a) The number of the directors shall not be less than three (3) and a maximum of fifteen (15) directors. Moreover,
the company may appoint more than fifteen directors after passing a special resolution. The Company shall also
comply with the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014 and the
provisions of the SEBI Listing Regulations. The Board shall have an optimum combination of executive and non-
executive directors with at least 1 (one) woman Director, as may be prescribed by Law from time to time.
(b) The following shall be the first directors of the Company:
1. Dinesh Kumar Gupta
2. Meera Gupta
68. The Board shall have power:
(i) to borrow money/raise the any sum of money, where the money to be borrowed, together with the money already
borrowed by the company will exceed aggregate of its paid-up share capital and free reserves, apart from temporary
loans obtained from the company’s bankers in the ordinary course of business subject to the consent of the company
by a special resolution, and
(ii) to give any loan to any person or other body corporate, give any guarantee or provide security in connection with a
loan to any other body corporate or person and acquire by way of subscription, purchase or otherwise, the securities of
any other body corporate, exceeding sixty percent of its paid-up share capital, free reserves and securities premium
account or one hundred percent of its free reserves and securities premium account, whichever is more subject to the
consent of the company by a special resolution.
(iii) The Board may raise sum or sums in such manner and conditions in all respects as it think fit, and in particular, by the
issue of bonds, redeemable debenture or debenture- stock, provided that debentures with the rights to allotment of or
conversion into shares shall not be issued except with the sanction of the Company in general meeting and subject to
the provisions of the Act and secure the repayment of such sum or sums by way of any mortgage, or other security on
the undertaking of the whole or part of the property of the Company (both present and future).
69. (i) The remuneration of the directors may, in so far as it consists of a monthly payment, be deemed to accrue from day-
to-day.
(ii) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all travelling,
hotel and other expenses properly incurred by them-
(a) in attending and returning from meetings of the Board of Directors or any committee thereof or general meetings
of the company; or
(b) in connection with the business of the company.
(c) Subject to the provisions of the Companies Act, 2013 and rules made thereunder, each Director (part time/ whole
time) shall be entitled receive out of the funds of the Company by way of sitting fees for his services for attending
every meeting of the Board of Director or Committee thereof attended by him, as decided by the board keeping in
view the provisions of the Companies Act, 2013.
70. The Board may pay all expenses incurred in getting up and registering the company.
26271. The company may exercise the powers conferred on it by section 88 with regard to the keeping of a foreign register; and
the Board may (subject to the provisions of that section) make and vary such regulations as it may thinks fit respecting
the keeping of any such register.
72. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts for
monies paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by
such person and in such manner as the Board shall from time to time by resolution determine.
73. Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be kept for
that purpose.
74. (i) Subject to the provisions of section 149, the Board shall have power at any time, and from time to time, to appoint a
person as an additional director, provided the number of the directors and additional directors together shall not at any
time exceed the maximum strength
fixed for the Board by the articles and thereafter number of directors may be increased beyond the limit fixed by the
articles and thereafter by passing a special resolution.
(ii) Such person shall hold office only up to the date of the next annual general meeting of the company but shall be
eligible for appointment by the company as a director at that meeting subject to the provisions of the Act.
75. Subject to the provisions of section 161, the Directors may appoint any person to be an alternate Director to act as an
alternate director for a director during his absence for a period of not less than three months from India, the alternate
director shall not hold office for a period longer than that permissible to the director in whose place he has been appointed
and shall vacate the office if and when the director in whose place he has been appointed returns to India.
76. Subject to Section 196 of Companies Act, 2013 the Directors may, from time to time, appoint one or more of them to
the office of Managing Director and Whole time Director on such terms and conditions and at such remuneration as they
may think fit.
77. Subject to Section 179 of the Act, the Directors shall have the power to delegate any of their powers to such managers,
agents or other persons as they may deem fit and may at their own discretion revoke such powers. The company may
exercise the powers conferred on it by section 88 with regard to the keeping of a foreign register; and the Board may
(subject to the provisions of that section) make and vary such regulations as it may think fit respecting the keeping of
any such register.
PROCEEDINGS OF THE BOARD
78. (i) A meeting of the Board of Directors shall be minimum number of four (4) meetings every year in such a manner that
not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board. The Board
of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit.
(ii)A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a
meeting of the Board.
79. The quorum necessary for the transaction of the business of Directors shall be 1/3rd of the total number of Directors or
two (2) Directors, whichever is higher, and the participation of the directors by video conferencing or by other Audio-
visual means shall also be counted for the purposes of quorum.
80. (i) A meeting of the Board shall be called by giving not less than seven days’ notice inwriting to every director at his
address registered with the company and such notice shall be sent by hand delivery or by electronic means. In case the
company sends the Notice by speed post or by registered post or by courier, an additional two days shall be added for
the service of Notice.
(ii) Subject to sub section (3) of section 173 of the Act, a meeting of the Board may be called at shorter notice with the
consent of majority of directors to transact any business of the company except matters specified under Article No. 66.
81. (i)A Director may and on the request of a Director, the Secretary, if any, shall at any time summon a meeting of Directors.
(ii) Notice in writing of every meeting should be given to every Director by hand or by post or by facsimile or by e-mail
or by any other electronic mode. Where a Director specifies a particular mode, the Notice should be given to him by such
mode.
26382. (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a
majority of votes.
(ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote.
83. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced
below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose
of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company,
but for no other purpose.
84. (i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office.
(ii) 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 directors present may choose one of their number to be Chairperson of the
meeting.
85. (i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such
member or members of its body as it thinks fit.
(ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be
imposed on it by the Board.
86. (i) A committee may elect a Chairperson of its meetings.
(ii) 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.
87. (i) A committee may meet and adjourn as it thinks fit.
(ii) 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.
88. All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director, shall,
notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more
of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every
such director or such person had been duly appointed and was qualified to be a director.
89. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all 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.
90. The Company, may by ordinary resolution, of which special notice has been given in accordance with the provisions of
the Section 115 of the Act, remove any Director including the Managing Director, if any, before the expiration of the
period of his office, notwithstanding anything contained in these regulations or in any agreement between the Company
and such Director, such removal shall be without prejudice to any contract of service between him and the Company.
91. The Board of Directors of a company shall exercise the powers given under the provisions of section 179 on behalf of
the company by means of resolutions passed at meetings of the Board. Moreover, the Board may, by a resolution passed
at a meeting, delegate any power to any committee of directors, the managing director, the manager or any other principal
officer of the company.
CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL OFFICER
92. Subject to the provisions of the Act, -
(i) A chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board for such
term, at such remuneration and upon such conditions as it may thinks fit; and any chief executive officer, manager,
company secretary or chief financial officer so appointed may be removed by means of a resolution of the Board;
(ii) A director may be appointed as chief executive officer, manager, company secretary or chief financial officer.
26493. A provision of the Act or these regulations requiring or authorizing 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.
THE SEAL
94. (i) The Board shall provide for the safe custody of the seal.
(ii) The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board
or of a committee of the Board authorised by it in that behalf, and except in the presence of at least two directors and of
the secretary or such other person as the Board may appoint for the purpose; and those two directors and the secretary
or other person aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence.
DIVIDENDS AND RESERVE
95. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the
Board.
96. Subject to the provisions of section 123, the Board may from time to time pay to the members such interim dividends as
appear to it to be justified by the profits of the company.
97. (i) The Board may, before recommending any dividend, set aside out of the profits of the company such sums as it thinks
fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits
of the company may be properly applied, including provision for meeting contingencies or for equalizing dividends; and
pending such application, may, at the like discretion, either be employed in the business of the company or be invested
in such investments (other than shares of the company) as the Board may, from time to time, thinks fit.
(ii) The Board may also carry forward any profits which it may consider necessary not to divide, without setting them
aside as a reserve.
98. (i) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be
declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid,
but if and so long as nothing is paid upon any of the shares in the company, dividends may be declared and paid according
to the amounts of the shares.
(ii)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.
(iii)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.
99. The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by him
to the company on account of calls or otherwise in relation to the shares of the company. Also, there shall be no forfeiture
of unclaimed dividends before the claim becomes barred by law;
100. (i) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent
through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address
of that one of the joint holders who is first named on the register of members, or to such person and to such address as
the holder or joint holders may in writing direct.
(ii) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.
101. Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other monies
payable in respect of such share.
102. Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner
mentioned in the Act.
103. No dividend shall bear interest against the company.
265ACCOUNTS
104. (i) The Board shall from time to time determine whether and to what extent and at what times and places and under
what conditions or regulations, the accounts and books of the company, or any of them, shall be open to the inspection
of members not being directors.
(ii) 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 authorized by the Board or by the company in general meeting.
WINDING UP
105. Subject to the provisions of Chapter XX of the Act and rules made thereunder-
(i) If the Company shall be wound-up, the liquidator may, with the sanction of a special resolution of the Company
and any other sanction required by the Acts, divide amongst the members in specie or in 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
106. Every officer of the company shall be indemnified out of the assets of the company against any liability incurred by him
in defending any proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is
acquitted or in which relief is granted to him by the court or the Tribunal.
This Space has Been Left Blank Intentionally
266SECTION X – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following contracts (not being contracts entered into in the ordinary course of business carried on by the Company or
entered into more than two years before the date of the Prospectus) which are or may be deemed material have been entered
or to be entered into by the Company which are or may be deemed material will be attached to the copy of the Prospectus,
delivered to the Registrar of Companies, for registration. Copies of the above-mentioned contracts and also the documents
for inspection referred to hereunder, may be inspected online with Registrar of Companies and at the Registered Office
between 10 a.m. and 5 p.m. on all Working Days from the date of this Prospectus until the Bid/Issue Closing Date and online
at website of company www.acealphatech.in .
Material Contracts
1. Memorandum of Understanding dated September 17, 2024 between our Company Book Running Lead Manager to the
Issue.
2. Agreement dated September 17, 2024 executed between our Company and the Registrar to the Issue (Skyline Financial
Services Private Limited)
3. Market Making Agreement dated May 09, 2025 between our Company, Book Running Lead Manager and Market Maker.
4. Banker to the Issue Agreement dated November 29, 2024 among our Company, Book Running Lead Manager,
Banker to the Issue and the Registrar to the Issue.
5. Underwriting Agreement dated November 07, 2024 between our Company, Book Running Lead Manager and
Underwriters.
6. Tripartite Agreement dated December 11, 2023 among CDSL, the Company and the Registrar to the Issue.
7. Tripartite Agreement dated May 14, 2024 among NSDL, the Company and the Registrar to the Issue.
8. Selling and Distribution Agreement dated June 03, 2025 among the Company, Book Running Lead Manager and Share
India Capital Services Private Limited.
Material Documents
1. Certified copies of the Memorandum and Articles of Association of the Company as amended.
2. Certificate of Incorporation dated October 08, 2012 issued by the Registrar of Companies, Delhi
3. Copy of the Board Resolution dated September 13, 2024 authorizing the Issue and other related matters.
4. Copy of Shareholder’s Resolution dated September 17, 2024 authorizing the Issue and other related matters.
5. Copies of Audited Financial Statements of our Company for the period ended December 31, 2024 and Financial Year Ended
on March 31, 2024, March 31, 2023 & March 31, 2022.
6. Peer Review Auditors Report dated May 23, 2025 on Restated Financial Statements of our Company for the period
ended December 31, 2024 and Financial Year Ended March 31, 2024, and for the years ended March 31, 2023 &
March 31, 2022.
7. Copy of the Statement of Tax Benefits dated May 23, 2025 from the Peer Review Auditor.
8. Certificate from Peer Review Auditor for KPI’s dated September 10, 2024 and May 23 2025.
9. The Due Diligence Report dated September 23, 2024 by D.S. & Associates, Company Secretaries to the Company
confirming the secretarial compliances status as included in this Draft Red Herring Prospectus and by A P R and Associates
LLP, dated May 15, 2025 Company Secretaries to the Company confirming the secretarial compliances status as included
in this Prospectus.
10. Consents of the Book Running Lead Manager, Legal Advisor to the Issue, Registrar to the Issue, Statutory Auditor of
the Company, Peer Review Auditor, Promoters of our Company, Directors of our Company, Company Secretary and
Compliance Officer, Chief Financial Officer, as referred to, in their respective capacities.
11. Board Resolution dated September 27, 2024 for approval of Draft Red Herring Prospectus, dated June 14, 2025 for
approval of Red Herring Prospectus and dated July 01, 2025 for approval of Prospectus.
12. The Report dated September 26, 2024 by Legal Advisor to the Company confirming status of Outstanding Litigation
and Material Development as include in Draft Red Herring Prospectus and report dated May 21, 2025 as included in
this Prospectus.
13. Due Diligence Certificate from Book Running Lead Manager dated September 27, 2024 filed with BSE and SEBI.
14. Approval from BSE vide letter dated May 09, 2025 to use the name of BSE in the Prospectus for listing of Equity
Shares on the BSE SME.
Any of the contracts or documents mentioned in the Prospectus may be amended or modified at any time if so, required in the
interest of our Company or if required by the other parties, with the consent of shareholder’s subject to compliance of the
provisions contained in the Companies Act and other relevant statutes.
267SECTION XI – DECLARATION
We, hereby declare that, all the relevant provisions of Companies Act, 2013 and the guidelines/regulations issued by the
Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under section
3 of the Securities Exchange Board of India Act, 1992, as the case may be, have been complied with no statement made in the
Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or
rules made there under or regulations/guidelines issued, as the case may be. We further certify that all the statements made in this
Prospectus are true and correct.
SIGNED BY THE DIRECTORS OF OUR COMPANY:
Signed by the Directors of our Company
S. No. Name Category Designation DIN/PAN Signature
1. Gaurav Sharma Executive Chairman & Managing 01650857 Sd/-
Director
2. Nipa Gunvantlal Jain Non Non-Executive Director 09725679 Sd/-
Executive
Director
3. Chandni Sharma Non Executive Non-Executive Director 07227240 Sd/-
Director
4. Manish Wahi Non Executive Independent Director 09785936 Sd/-
Director
5. Sachin Goyal Non Independent Director 09787112 Sd/-
Executive
Director
Signed by the “Chief Financial Officer” and “Company Secretary & Compliance Officer” of our Company
6. Gaurav Sharma Full-time Chief Financial Officer 01650857 Sd/-
7. Ms. Priyanka Full-time Company Secretary EPLPP1910N Sd/-
and Compliance Officer
Date – July 01, 2025
Place – Delhi
268