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PROSPECTUS
Dated November 22, 2025
Please read Section 26 of the Companies Act, 2013
100% Book Built Offer
(Please scan this QR Code to view this Prospectus)
EXCELSOFT TECHNOLOGIES LIMITED
CORPORATE IDENTITY NUMBER: U72900KA2000PLC027256
REGISTERED OFFICE CONTACT PERSON E-MAIL AND TELEPHONE WEBSITE
1-B, Hootagalli Industrial Area, Mysore - 570018 Venkatesh Dayananda E-mail: ipo@excelsoftcorp.com www.excelsoftcorp.com
Karnataka, India Company Secretary and Compliance Officer Tel: +91 821 428 2247
OUR PROMOTERS: PEDANTA TECHNOLOGIES PRIVATE LIMITED, DHANANJAYA SUDHANVA, LAJWANTI SUDHANVA AND SHRUTHI SUDHANVA
DETAILS OF THE OFFER OF EQUITY SHARES
TYPE FRESH OFFER OFFER FOR SALE TOTAL OFFER SIZE ELIGIBILITY AND RESERVATION
Fresh Offer and 15,000,000^ Equity Shares 26,666,666^ Equity 41,666,666^ Equity Shares of The Offer was made pursuant to Regulation 6(1) of the Securities and
Offer for Sale of face value ₹ 10/- each Shares of face value ₹ face value ₹ 10/- each Exchange Board of India (Issue of Capital and Disclosure Requirements)
aggregating to ₹ 1,800.00 10/- each Shares aggregating to ₹ 5,000.00 Regulations, 2018 (“SEBI ICDR Regulations”). For further details, see
million aggregating to ₹ million “Other Regulatory and Statutory Disclosures – Eligibility for the Offer”
3,200.00 million on page 398. For details in relation to share reservation among Qualified
Institutional Buyers (“QIBs”), Non-Institutional Investors (“NIIs”) and
Retail Individual Bidders (“RIBs”), see “Offer Structure” on page 438.
^Subject to finalization of Basis of Allotment
DETAILS OF THE SELLING SHAREHOLDER, OFFER FOR SALE AND WEIGHTED AVERAGE COST OF ACQUISITION
NAME OF THE SELLING TYPE NUMBER OF SHARES OFFERED/AMOUNT (IN ₹ WEIGHTED AVERAGE COST OF ACQUISITION
SHAREHOLDER MILLION) (IN ₹ PER EQUITY SHARE)*
Pedanta Technologies Private Limited Promoter Selling 26,666,666 Equity Shares of face value ₹ 10/- each 48.20
Shareholder aggregating to ₹ 3,200.00 million
*As certified by the Statutory Auditor, pursuant to his certificate dated November 22, 2025.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹ 10/- each. The
Floor Price, Cap Price and Offer Price (determined by our Company in consultation with the Book Running Lead Manager and on the basis of the assessment of market demand for the Equity
Shares by way of the Book Building Process in accordance with the SEBI ICDR Regulations, as stated under “Basis for Offer Price” on page 141), 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 of our Company, or regarding the price at which
the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire
investment. Investors were advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors were required to rely
on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange
Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors was invited to the section entitled “Risk
Factors” on page 39.
ISSUER AND SELLING SHAREHOLDER’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 Offer, which
is material in the context of the Offer, 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. Further, the Selling Shareholder, accepts responsibility for and confirms, that the statements specifically made or
confirmed by such Selling Shareholder in this Prospectus, to the extent that the statements and information specifically pertain to such Selling Shareholder and the Equity Shares offered by
such Selling Shareholder under the Offer for Sale are true and correct in all material respects and assumes responsibility that such statements are not misleading in any material respect. The
Selling Shareholder assumes no responsibility for any other statements, including, inter alia, any of the statements made or confirmed by or relating to our Company or its business or any
other person(s) in this Prospectus.
LISTING
The Equity Shares of face value ₹ 10/- each, offered through the Red Herring Prospectus and this Prospectus are proposed to be listed on the Stock Exchanges being BSE Limited (“BSE”)
and National Stock Exchange of India Limited (“NSE”). Our Company has received in-principle approvals from BSE and NSE for listing of the Equity Shares pursuant to their letters
both dated April 17, 2025. For the purposes of this Offer, the Designated Stock Exchange is BSE Limited. A signed copy of the Red Herring Prospectus was delivered with Section 32
of the Companies Act and this Prospectus has been filed with the RoC (as defined hereinafter) in accordance with Section 26(4) of the Companies Act, 2013.
BOOK RUNNING LEAD MANAGER
NAME AND LOGO OF THE BRLM CONTACT PERSON EMAIL AND TELEPHONE
ANAND RATHI ADVISORS LIMITED P. Balraj E-mail: ipo.excelsoft@rathi.com
Telephone: +91 22 4047 7120
REGISTRAR TO THE OFFER
NAME OF REGISTRAR AND LOGO CONTACT PERSON EMAIL AND TELEPHONE
MUFG INTIME INDIA PRIVATE LIMITED Shanti Gopalkrishnan E-mail: excelsofttechnologies.ipo@linkintime.co.in
(formerly Link Intime India Private Limited) Telephone: +91 810 811 4949
BID/OFFER PERIOD
ANCHOR INVESTOR Tuesday, November 18, 2025* BID/OFFER OPENED ON Wednesday, November 19, 2025 BID/OFFER CLOSED ON Friday, November 21, 2025
BIDDING DATE
*The Anchor Investor Bidding Date was one Working Day prior to the Bid/ Offer Opening Date.PROSPECTUS
Dated November 22, 2025
Please read Section 26 of the Companies Act, 2013
100% Book Built Offer
EXCELSOFT TECHNOLOGIES LIMITED
Our Company was incorporated as a private limited company in the name “Excelsoft Technologies Private Limited” pursuant to a certificate of incorporation dated June
12, 2000 issued by the Registrar of Companies, Bangalore at Karnataka in accordance with provisions of the Companies Act, 1956. The name of our Company was
subsequently changed to “Excelsoft Technologies Limited”, upon conversion into a public company, pursuant to a shareholders’ resolution dated July 22, 2024 and a fresh
certificate of incorporation was issued by the Registrar of Companies, Bangalore at Karnataka dated September 17, 2024. For further details in relation to change in name
and Registered Office of our Company, please see the chapter titled “History and Certain Other Corporate Matters- Brief History of Our Company and Changes in our
Registered Office” on page 227.
Corporate Identity Number: U72900KA2000PLC027256
Registered Office: 1-B, Hootagalli Industrial Area, Mysore - 570018 Karnataka, India;
Telephone: +91 821 428 2247; Website: www.excelsoftcorp.com
Contact Person: Venkatesh Dayananda, Company Secretary and Compliance Officer; Tel: +91 821 428 2247; E-mail: ipo@excelsoftcorp.com
PROMOTERS OF OUR COMPANY: PEDANTA TECHNOLOGIES PRIVATE LIMITED, DHANANJAYA SUDHANVA, LAJWANTI SUDHANVA AND SHRUTHI SUDHANVA
INITIAL PUBLIC OFFERING OF 41,666,666^ EQUITY SHARES OF FACE VALUE ₹ 10/- EACH (“EQUITY SHARES”) OF OUR COMPANY FOR CASH AT A PRICE OF ₹ 120 PER EQUITY SHARE (INCLUDING A SHARE
PREMIUM OF ₹ 110 PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING TO ₹ 5,000.00 MILLION (THE “OFFER”) COMPRISING A FRESH OFFER OF 15,000,000^ EQUITY SHARES OF FACE VALUE ₹ 10/- EACH
AGGREGATING TO ₹ 1,800.00 MILLION BY OUR COMPANY (THE “FRESH OFFER”) AND AN OFFER FOR SALE OF 26,666,666^ EQUITY SHARES OF FACE VALUE ₹ 10/- EACH AGGREGATING TO ₹ 3,200.00
MILLION BY PEDANTA TECHNOLOGIES PRIVATE LIMITED (AND SUCH OFFER FOR SALE OF EQUITY SHARES BY THE SELLING SHAREHOLDER THE “OFFER FOR SALE”). (THE OFFER FOR SALE AND
TOGETHER WITH THE FRESH OFFER, THE “OFFER”). THE OFFER WOULD CONSTITUTE 36.21 % OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE FACE VALUE OF THE EQUITY SHARES IS ₹ 10 EACH AND THE OFFER PRICE IS 12 TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND MINIMUM BID LOT WAS DECIDED BY OUR
COMPANY IN CONSULTATION WITH THE BRLM AND WAS ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS, AN ENGLISH NATIONAL DAILY NEWSPAPER WITH WIDE CIRCULATION, ALL EDITIONS
OF JANSATTA, A HINDI NATIONAL DAILY NEWSPAPER WITH WIDE CIRCULATION AND ALL EDITIONS OF VIJAYAVANI, A KANNADA DAILY NEWSPAPER WITH WIDE CIRCULATION (KANNADA BEING
THE REGIONAL LANGUAGE OF KARNATAKA, WHERE OUR REGISTERED OFFICE IS LOCATED), TWO WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND WERE MADE AVAILABLE TO BSE
LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”) ('NSE' TOGETHER WITH 'BSE', THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE
WEBSITES IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR
REGULATIONS”).
^subject to finalisation of Basis of allotment
This Offer was 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 31 of the SEBI ICDR Regulations. This Offer
was made through the Book Building Process in terms of Regulation 6(1) of the SEBI ICDR Regulations, wherein in terms of Regulation 32(1) of the SEBI ICDR Regulations, not more than 50% of the Offer was made available
for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion, the “QIB Portion”) provided that our Company in consultation with the BRLM, allocated 60% of the QIB Portion to Anchor
Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), of which at least one-third was available for allocation to domestic Mutual Funds, subject to valid Bids 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 were required to be added to the Net
QIB Portion. Further, 5% of the Net QIB Portion was made available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion was made available for allocation on a proportionate
basis to all QIB Bidders, including Mutual Funds, subject to valid Bids received at or above the Offer Price. However, if the aggregate demand from Mutual Funds was less than 5% of the Net QIB Portion, the balance Equity
Shares available for allocation in the Mutual Fund Portion was required to be added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Offer was made available for allocation to
Non-Institutional Bidders out of which (a) one third of such portion was reserved for applicants with application size of more than ₹0.20 Million and up to ₹ 1.00 Million; and (b) two third of such portion was reserved for
applicants with application size of more than ₹ 1.00 Million, provided that the unsubscribed portion in either of such sub-categories was required to be allocated to applicants in the other sub-category of non-institutional investors
and not less than 35% of Offer was made available for allocation to Retail Individual Bidders (“RIBs”) in accordance with the SEBI ICDR Regulations, subject to valid Bids received from them at or above the Offer Price. All
potential Bidders, (expect Anchor Investors), were mandatorily required to participate in the Offer through the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA
Accounts (as defined hereinafter) including UPI ID in case of UPI Bidders using UPI Mechanism as applicable, pursuant to which their corresponding Bid Amount was blocked by the Self Certified Syndicate Banks (“SCSBs”)
or by the Sponsor Banks under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For further details,
please see the chapter titled “Offer Procedure” beginning on page 418.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹ 10/- each. The Floor Price, Cap Price and the
Offer Price (determined by our Company in consultation with the BRLM and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer Price”
on page 141),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 of our Company,
or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their investment. Investors are advised to read the
risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors are required to rely on their own examination of our Company and the Offer, including the risks involved. The
Equity Shares in the Offer were not recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of
the investors was invited to the chapter titled “Risk Factors” on page 39.
COMPANY'S AND SELLING SHAREHOLDER’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 Offer, which is material in the context of the Offer,
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. Further, the Selling Shareholder, accepts
responsibility for and confirms, that the statements specifically made or confirmed by such Selling Shareholder in this Prospectus, to the extent that the statements and information specifically pertain to such Selling Shareholder
and the Equity Shares offered by such Selling Shareholder under the Offer for Sale are true and correct in all material respects and assumes responsibility that such statements are not misleading in any material respect. The
Selling Shareholder assumes any no responsibility for any other statements, including, inter alia, any of the statements made or confirmed by or relating to our Company or its business, or any other person(s)in this Prospectus.
LISTING
The Equity Shares, offered through the Red Herring Prospectus and this Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received 'in-principle' approvals from the BSE and the NSE for the listing
of the Equity Shares pursuant to letters dated April 17, 2025, respectively. For the purposes of the Offer, the Designated Stock Exchange shall be BSE Limited. A copy of the Red Herring Prospectus and this Prospectus has been
filed with the RoC in accordance with Sections 32 and 26(4) of the Companies Act, 2013, respectively.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER
MUFG INTIME INDIA PRIVATE LIMITED
ANAND RATHI ADVISORS LIMITED (formerly Link Intime India Private Limited)
11th Floor, Times Tower, Kamala City, Senapati Bapat Marg, Lower Parel, C-101, Embassy 247, L B S Marg, Vikhroli (West),
Mumbai 400 013 Maharashtra, India Mumbai - 400 083 Maharashtra, India
Tel: +91 22 4047 7120 Fax: +91 22 4047 7070 Tel: +91 810 811 4949
E-mail: ipo.excelsoft@rathi.com E-mail: excelsofttechnologies.ipo@linkintime.co.in
Investor Grievance Email: grievance.ecm@rathi.com Website: www.linkintime.co.in
Website: www.anandrathiib.com Investor grievance Email: excelsofttechnologies.ipo@linkintime.co.in
Contact Person: Mr. P. Balraj Contact person: Shanti Gopalkrishnan
SEBI Registration No.: INM000010478 SEBI Registration No.: INR000004058
BID/OFFER PERIOD
ANCHOR INVESTOR BIDDING DATE Tuesday, November 18, 2025 *
BID/OFFER OPENED ON Wednesday, November 19, 2025
BID/OFFER CLOSED ON Friday, November 21, 2025
*The Anchor Investor Bidding Date was one Working Day prior to the Bid/ Offer Opening Date.TABLE OF CONTENTS
SECTION I – GENERAL ................................................................................................................................ 2
DEFINITIONS AND ABBREVIATIONS ........................................................................................................ 2
SUMMARY OF THE OFFER DOCUMENT ................................................................................................. 18
CERTAIN CONVENTIONS, CURRENCY OF PRESENTATION, USE OF FINANCIAL
INFORMATION AND MARKET DATA ...................................................................................................... 34
FORWARD LOOKING STATEMENTS ....................................................................................................... 37
SECTION II – RISK FACTORS .................................................................................................................. 39
SECTION III – INTRODUCTION .............................................................................................................. 88
THE OFFER ..................................................................................................................................................... 88
SUMMARY OF RESTATED CONSOLIDATED FINANCIAL INFORMATION .................................... 90
GENERAL INFORMATION .......................................................................................................................... 97
CAPITAL STRUCTURE ............................................................................................................................... 106
OBJECTS OF THE OFFER ........................................................................................................................... 123
BASIS FOR OFFER PRICE .......................................................................................................................... 141
STATEMENT OF SPECIAL TAX BENEFITS ........................................................................................... 150
SECTION IV – ABOUT OUR COMPANY .............................................................................................. 162
INDUSTRY OVERVIEW.............................................................................................................................. 162
OUR BUSINESS ............................................................................................................................................ 194
KEY REGULATIONS AND POLICIES ...................................................................................................... 219
HISTORY AND CERTAIN OTHER CORPORATE MATTERS .............................................................. 227
OUR SUBSIDIARIES .................................................................................................................................... 236
OUR MANAGEMENT .................................................................................................................................. 242
OUR PROMOTERS AND PROMOTER GROUP ....................................................................................... 264
DIVIDEND POLICY ..................................................................................................................................... 271
SECTION V – FINANCIAL INFORMATION ........................................................................................ 272
RESTATED CONSOLIDATED FINANCIAL INFORMATION ............................................................... 272
OTHER FINANCIAL INFORMATION ....................................................................................................... 338
RELATED PARTY TRANSACTIONS ........................................................................................................ 340
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF
OPERATIONS ................................................................................................................................................ 346
CAPITALISATION STATEMENT .............................................................................................................. 376
FINANCIAL INDEBTEDNESS.................................................................................................................... 377
SECTION VI – LEGAL AND OTHER INFORMATION ..................................................................... 381
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .................................................. 381
GOVERNMENT AND OTHER STATUTORY APPROVALS ................................................................. 386
OUR GROUP COMPANY ............................................................................................................................ 395
OTHER REGULATORY AND STATUTORY DISCLOSURES ............................................................... 397
SECTION VII – OFFER INFORMATION .............................................................................................. 411
TERMS OF THE OFFER .............................................................................................................................. 411
OFFER PROCEDURE ................................................................................................................................... 418
OFFER STRUCTURE ................................................................................................................................... 438
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................ 442
SECTION VIII – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ......................... 443
SECTION IX – OTHER INFORMATION ............................................................................................... 470
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .................................................... 470
DECLARATIONS .......................................................................................................................................... 474
1SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This Prospectus uses certain definitions and abbreviations which, unless the context otherwise implies or requires, or
unless otherwise specified, shall have the meaning as assigned below. References to legislation, acts, statutes, rules,
regulations, guidelines, circulars, notifications or clarifications and policies will, unless the context otherwise requires,
be deemed to include all amendments, supplements, re-enactments, modifications and replacements notified thereto, as
of the date of this Prospectus, and any reference to a statutory provision shall include any subordinate legislation made
from time to time under that provision.
The words and expressions used in this Prospectus but not defined herein, shall have, to the extent applicable, the
meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act
or the rules and regulations made thereunder. Further, the Offer related terms used but not defined in this Prospectus
shall have the meaning ascribed to such terms under the General Information Document. In case of any inconsistency
between the definitions given below and the definitions contained in the General Information Document (as defined
below), the definitions given below shall prevail.
Notwithstanding the foregoing, terms in “Objects of the Offer”, “Basis for Offer Price”, “Statement of Special Tax
Benefits”, “Industry Overview”, “Our Business”, “Key Regulations and Policies”, “History and Certain Other
Corporate Matters”, “Restated Consolidated Financial Information”, “Outstanding Litigation and Material
Developments”, “Restrictions on Foreign Ownership of Indian Securities”, and “Main Provisions of the Articles of
Association”, on pages 123,141,150,162,194,219,227,272,381, 442 and 443, respectively, will have the meaning ascribed
to such terms in those respective sections.
General Terms
Term Description
Our Company, the Excelsoft Technologies Limited, a public limited company incorporated under the
Company or the Offeror Companies Act, 1956 and having its Registered Office at 1-B, Hootagalli Industrial
Area, Mysore - 570018 Karnataka, India.
We, us, or our Except in cases of disclosure of amounts, percentages and ratios arising out of the
Restated Consolidated Financial Information which is on a consolidated basis together
with our Subsidiaries, unless the context otherwise indicates or implies, refers to our
Company i.e. Excelsoft Technologies Limited.
Company related terms
Term Description
Addendum The addendum dated May 30, 2025 to the draft red herring prospectus dated February 28,
2025, filed by our Company with SEBI and Stock Exchanges.
Articles or Articles of Articles of association of our Company, as amended from time to time.
Association or AoA
Audit Committee Audit Committee of our Board of Directors constituted in accordance with Section 177
with the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations and
as described in “Our Management-Corporate Governance” on page 250.
Bankers to the Company Axis Bank Limited and ICICI Bank Limited.
Board or Board of The board of directors of our Company, as constituted from time to time or any
Directors constituted committee thereof. For details see “Our Management – Board of Directors”
on page 242.
Chairman The Chairman of our Board, being Dhananjaya Sudhanva.
Chief Financial Officer or The Chief Financial Officer of our Company, being Subramaniam Ravi. For details, see
CFO “Our Management – Key Managerial Personnel” on page 261.
Company Secretary The company secretary and compliance officer of our Company, being Venkatesh
and Compliance Officer or Dayananda. For details, see “Our Management – Key Managerial Personnel” on page
CS 261.
Corporate Promoter Pedanta Technologies Private Limited.
Corporate Social The corporate social responsibility committee of our Board constituted in accordance
Responsibility Committee with the Companies Act, 2013 as described in “Our Management" on page 259.
or CSR
Director(s) The director(s) on the Board of our Company, as appointed from time to time.
Dividend Policy Dividend distribution policy approved and adopted by our Board on February 05, 2025.
Draft Red Herring The draft red herring prospectus dated February 28, 2025, read with Addendum filed with
2Prospectus / DRHP SEBI and issued in accordance with the SEBI ICDR Regulations, which does not contain
complete particulars of the price at which the Equity Shares will be Allotted and the size
of the Offer, including any addenda or corrigenda hereto.
ESOS 2007 The employee stock option scheme 2007.
ESOS 2008 The employee stock option scheme 2008.
ESOS 2023 The employee stock option scheme 2023.
Equity Shares Equity shares of our Company of face value ₹ 10/- each.
Executive Directors or The Executive director(s) or Whole-time Director(s) on our Board, namely, Dhananjaya
Whole-time Director(s) Sudhanva and Shruthi Sudhanva.
External IT Auditor IKOT Consultancy Services (OPC) Private Limited
Group Company The group company of our Company in accordance with Regulation 2(1)(t) of the SEBI
ICDR Regulations, as described in “Our Group Company” on page 395
IPO Committee The IPO committee of our Board of Directors as described in “Our Management" on
page 256.
Independent Architect BK & Associates, Architects.
Independent Chartered Yogisha Rao D.V., Chartered Engineer.
Engineer
Independent Director Independent directors on our Board, and who are eligible to be appointed as independent
directors under Section 149(6) and Regulation 17 and other applicable provisions of the
Companies Act and the SEBI Listing Regulations respectively. For details of the
Independent Directors, please see “Our Management” on page 245.
KMP or Key Managerial Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI
Personnel ICDR Regulations and Section 2(51) of the Companies Act, 2013, as described in “Our
Management” on page 261.
KPIs or Key Performance Key Performance Indicators.
Indicators
Managing Director The managing director of our Company, being Dhananjaya Sudhanva.
Materiality Policy The materiality policy of our Company adopted pursuant to a resolution of our Board
dated October 26, 2025 for identification of the material (a) outstanding litigation
proceedings; (b) group companies; and (c) dues to material creditors, pursuant to the
requirements of the SEBI ICDR Regulations.
Material Subsidiaries Excelsoft Technologies Inc. and Excelsoft Technologies Pte Ltd. For details, see “Our
Subsidiaries” on page 236.
Memorandum or The memorandum of association of our Company, as amended from time to time.
Memorandum of
Association or MoA
Nomination, and The nomination and remuneration committee of our Board constituted in accordance
Remuneration Committee with the Companies Act, 2013 and the SEBI Listing Regulations, and as described in
“Our Management-Corporate Governance” on page 252.
Non – executive A Director, not being an Executive Director appointed as per the Companies Act, 2013
Director(s) and the SEBI Listing Regulations as described in section entitled “Our Management”
on page 245.
Pearson Education Group Herein collectively or individually includes the entities, Pearson Education, Inc.,
Pearson Professional Assessments Limited, Pearson Canada Inc and Pearson India
Education Services Private Limited.
Peer Review Auditor Ramaswamy Vijayanand, 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.
Practicing Company Padmavathi & Vijayesh Associates LLP, practicing company secretaries.
Secretaries
Promoters Promoters of our Company namely, Pedanta Technologies Private Limited, Dhananjaya
Sudhanva, Lajwanti Sudhanva and Shruthi Sudhanva. For further details, see “Our
Promoters and Promoter Group” on page 264 .
Promoter Group Such Persons and entities which constitute the promoter group of our Company pursuant
to Regulation 2(1)(pp) of the SEBI ICDR Regulations. For further details, see “Our
Promoters and Promoter Group” on page 264 .
Red Herring Prospectus The red herring prospectus dated November 11, 2025 was issued in accordance with
/ RHP Section 32 of the Companies Act, 2013 and the provisions of the SEBI ICDR
Regulations, which did not have complete particulars of the price at which the Equity
3Shares were offered and the size of the Offer including any addenda or corrigenda
thereto.
Registered Office The registered office of our Company situated at 1-B, Hootagalli Industrial Area,
Mysore - 570018 Karnataka, India.
Registrar of Companies or Registrar of Companies, Bangalore at Karnataka.
RoC
Restated Consolidated The restated consolidated financial information of our Company, along with our
Financial Information Subsidiaries, comprising of the restated consolidated statement of assets and liabilities
as at the three months period ended June 30, 2025 and for the financials years ended
March 31, 2025, March 31, 2024 and March 31, 2023 and the restated consolidated
statements of profits and losses (including other comprehensive income), and cash flow
statement and statement of changes in equity and for the three months period ended
June 30, 2025 and for the financial years ended March 31, 2025, March 31, 2024 and
March 31, 2023 together with its notes, annexures and schedules are derived from our
audited special purpose interim consolidated financial statements for the three months
period ended June 30, 2025 and audited consolidated financial statements for the
financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 prepared
in accordance with Ind AS, and restated in accordance with requirements of Section 26
of Part I of Chapter III of Companies Act, SEBI ICDR Regulations and the Guidance
Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI, as
amended from time to time, read with the general directions dated October 28, 2021
received from SEBI, as applicable.
Risk Management Risk Management Committee constituted in accordance with the applicable provisions
Committee of the SEBI Listing Regulations and, as described in “Our Management-Corporate
Governance” on page 255 .
Selling Shareholder Promoter Selling Shareholder namely, Pedanta Technologies Private Limited.
Senior Management or Senior Management of our Company in terms of Regulation 2(1) (bbbb) of the SEBI
SMP ICDR Regulations as disclosed in “Our Management—Key Managerial Personnel and
Senior Management—Senior Management” on page 261.
Shareholder(s) The holders of the Equity Shares, from time to time.
Stakeholders’ The stakeholders’ relationship committee of our Board constituted in accordance with
Relationship Committee the Companies Act, 2013 and the Listing Regulations, as described in “Our
Management-Corporate Governance” on page 254.
Subsidiaries Enhanzed Education Private Limited, Excelsoft Technologies Inc., Excelsoft
Technologies Pte Ltd. and Excelsoft Technologies Limited. For details, see “Our
Subsidiaries” on page 236.
Offer Related Terms
Term Description
Abridged Prospectus Abridged prospectus means a memorandum containing such salient features of a
prospectus as may be specified by the SEBI in this behalf.
Acknowledgement Slip The slip or document issued by relevant Designated Intermediary(ies) to a Bidder as
proof of registration of the Bid cum Application Form.
Allotment, Allot or Unless the context otherwise requires, allotment of the Equity Shares offered pursuant
Allotted to the Fresh Offer and transfer of the Offered Shares offered by the Selling Shareholder
pursuant to the Offer for Sale to the successful Bidders.
Allotment Advice A note or advice or intimation of Allotment, sent to each successful Bidder who has
been or is to be Allotted the Equity Shares after approval of the Basis of Allotment by
the Designated Stock Exchange.
Allottee A successful Bidder to whom the Equity Shares are Allotted.
Anchor Investor A Qualified Institutional Buyer, who applied under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations and this
Prospectus and who had Bid for an amount of at least ₹100.00 Million.
Anchor Investor The price at which Equity Shares were allocated to Anchor Investors on the Anchor
Allocation Price Investor Bidding Date in terms of the Red Herring Prospectus and this Prospectus which
was decided by our Company in consultation with the BRLM.
Anchor Investor Form used by an Anchor Investor to Bid in the Anchor Investor Portion and which was
Application Form considered as an application for Allotment in terms of the Red Herring Prospectus and
this Prospectus.
4Anchor Investor Bidding The day, being one Working Day prior to the Bid/Offer Opening Date being November
Date 18, 2025, on which Bids by Anchor Investors were submitted, and allocation to Anchor
Investors was completed.
Anchor Investor Offer The final price in this case being ₹ 120/- per Equity Share at which Equity Share were
Price Allotted to Anchor Investors in terms of the Red Herring Prospectus and this Prospectus,
which was decided by our Company in consultation with the BRLM in accordance with
the SEBI ICDR Regulations.
Anchor Investor Pay – in With respect to Anchor Investor(s), it was the Anchor Investor Bidding Date, i.e.,
Date November 18, 2025.
Anchor Investor Portion 12,499,999^ Equity Shares, being 60% of the QIB Portion, which was allocated by our
Company in consultation with the BRLM, to Anchor Investors on a discretionary basis
in accordance with the SEBI ICDR Regulations.
^Subject to finalisation of Basis of Allotment
One third of the Anchor Investor Portion was reserved for domestic Mutual Funds,
subject to valid Bids received from domestic Mutual Funds at or above the Anchor
Investor Allocation Price, in accordance with the SEBI ICDR Regulations.
Applications Supported by An application, whether physical or electronic, used by ASBA Bidders to make a Bid
Blocked Amount or and authorising an SCSB to block the Bid Amount in ASBA Account and which
ASBA included applications made by RIBs using the UPI Mechanism where the Bid Amount
was blocked upon acceptance of UPI Mandate Request by RIBs using the UPI
Mechanism.
ASBA Account A bank account maintained by ASBA Bidders with an SCSB and specified in the ASBA
Form submitted by such ASBA Bidder in which funds could have been blocked by such
SCSB to the extent of the specified in the ASBA Form submitted by such ASBA Bidder
and includes a bank account maintained by an RIB linked to a UPI ID, which could have
been blocked in relation to a Bid by a RIB Bidding through the UPI Mechanism.
ASBA Bid A Bid made by an ASBA Bidder.
ASBA Bidders All Bidders except Anchor Investors.
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit
Bids which were considered as the application for Allotment in terms of the Red Herring
Prospectus and this Prospectus.
Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), Refund Bank(s), Public Offer Account
Bank(s) and the Sponsor Bank, as the case may be.
Basis of Allotment The basis on which the Equity Shares will be Allotted to successful Bidders under the
Offer, as described in “Offer Procedure” on page 418.
Bid An indication to make an offer during the Bid/Offer 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 the submission of an 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.
The term “Bidding” shall be construed accordingly.
Bidder or Applicant Any investor who has made a Bid pursuant to the terms of the Red Herring Prospectus
and the Bid cum Application Form, and unless otherwise stated or implied, including
an Anchor Investor.
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and paid
by the Bidder and, in the case of RIBs Bidding at the Cut off Price, the Cap Price
multiplied by the number of Equity Shares Bid for by such RIBs and mentioned in the
Bid cum Application Form and paid by the Bidder or was blocked in the ASBA Account
of the ASBA Bidder, as the case may be, upon submission of the Bid in the Offer, as
applicable.
Bidding Centres Centres at which the Designated Intermediaries accepted the ASBA Forms, i.e.,
Designated Branches for SCSBs, Specified Locations for the Syndicate, Broker Centres
for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP
Locations for CDPs.
Bid cum Application Form Anchor Investor Application Form or the ASBA Form, as the context requires
Bid Lot 125 Equity Shares and in multiples of 125 Equity Shares thereafter.
5Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which
the Designated Intermediaries did not accept any Bids, being November 21, 2025,
which was published in all editions of Financial Express, an English national daily
newspaper, all editions of Jansatta, a Hindi national daily newspaper and the Mysore
edition of Vijayavani, a Kannada daily newspaper (Kannada being the regional
language of Karnataka, where our Registered Office is located), each with wide
circulation.
Bid/Offer Opening Date Except in relation to Bids received from the Anchor Investors, the date on which the
Designated Intermediaries started accepting Bids for the Offer, being November 19,
2025, which was also published in all editions of Financial Express, an English national
daily newspaper, all editions of Jansatta, a Hindi national daily newspaper and the
Mysore edition of Vijayavani, a Kannada daily newspaper (Kannada being the regional
language of Karnataka, where our Registered Office is located), each with wide
circulation.
Bid/Offer Period Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date
and the Bid/Offer Closing Date, inclusive of both days, during which prospective
Bidders could have submitted their Bids.
Book Building Process The book building process as described in Part A, Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Offer was being made.
Book Running Lead The book running lead manager to the Offer, namely Anand Rathi Advisors Limited.
Manager or BRLM or
ARAL
Broker Centre Broker centres notified by the Stock Exchanges where ASBA Bidders submitted the
ASBA Forms, provided that RIBs only submitted ASBA Forms at such broker centres
if they were Bidding using the UPI Mechanism, to a Registered Broker and details of
which are available on the websites of the respective Stock Exchanges. The details of
such Broker Centres, along with the names and the contact details of the Registered
Brokers are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com), and updated from time to time.
CAN or Confirmation of The note or advice or intimation of allocation of the Equity Shares sent to Anchor
Allocation Note Investors who have been allocated Equity Shares on / after the Anchor Investor Bidding
Date
Cap Price The higher end of the Price Band, i.e. ₹ 120/- per Equity Share above which no Bids
were accepted.
Cash Escrow and Sponsor The agreement dated November 11, 2025 entered into amongst our Company, the
Bank Agreement Selling Shareholder, the Registrar to the Offer, the BRLM, the Syndicate Member, the
Banker(s) to the Offer, inter alia, the appointment of the Sponsor Bank in accordance
with the UPI Circulars, for the collection of the Bid Amounts from Anchor Investors,
transfer of funds to the Public Offer Account and where applicable, refunds of the
amounts collected from Bidders, on the terms and conditions thereof.
Client ID Client identification number maintained with one of the Depositories in relation to the
Bidder’s beneficiary account.
Collecting Depository A depository participant as defined under the Depositories Act, 1996 registered with
Participant or CDP 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 and SEBI
ICDR Master Circular issued by SEBI, as per the list available on the websites of BSE
and NSE, as updated from time to time and the UPI Circulars.
Cut-off Price The Offer Price i.e., ₹ 120/- which was finalized by our Company in consultation with
the BRLM. Only Retail Individual Bidders were entitled to Bid at the Cut-off Price.
QIBs (including Anchor Investors) and Non-Institutional Bidders were not entitled to
Bid at the Cut-off Price.
Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s father/
husband, investor status, occupation, PAN, DP ID, Client ID and bank account details
and UPI ID, where applicable.
Designated CDP Such locations of the CDPs where Bidders submitted the ASBA Forms, a list of which,
Locations along with names and contact details of the Collecting Depository Participants eligible
to accept ASBA Forms were available on the websites of the respective Stock
Exchanges (www.bseindia.com and www.nseindia.com).
Designated Date The date on which funds are transferred from the Escrow Account to the Public Offer
Account or the Refund Account, as appropriate, or the funds blocked by the SCSBs (in
case of UPI Bidders, instruction issued through the Sponsor Banks) for the transfer of
amounts blocked by the SCSBs in the ASBA Accounts to the Public Offer Account or
Refund Account, as the case may be, in terms of the Red Herring Prospectus and this
6Prospectus, after the finalisation of the Basis of Allotment in consultation with the
Designated Stock Exchange, following which the Board of Directors or IPO Committee
will Allot Equity Shares to successful Bidders in the Offer.
Designated Intermediaries In relation to ASBA Forms submitted by RIBs with an application size of up to ₹0.20
million and Non-Institutional Bidders Bidding with an application size of up to ₹0.50
million (not using the UPI mechanism) by authorising an SCSB to block the Bid
Amount in the ASBA Account, Designated Intermediaries shall mean SCSBs.
In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount was
blocked upon acceptance of UPI Mandate Request by such UPI Bidders using the UPI
Mechanism, Designated Intermediaries shall mean Syndicate, sub-syndicate/agents,
Registered Brokers, CDPs, SCSBs and RTAs.
In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders,
Designated Intermediaries shall mean Syndicate, Sub-Syndicate/agents, SCSBs,
Registered Brokers, the CDPs and RTAs.
Designated RTA Such locations of the RTAs where Bidders submit the ASBA Forms to RTAs, a list of
Locations which, along with names and contact details of the RTAs eligible to accept ASBA Forms
are available on the respective websites of the Stock Exchanges (www.bseindia.com
and www.nseindia.com) and updated from time to time.
Designated SCSB Such branches of the SCSBs which collected ASBA Forms, a list of which is available
Branches on the website of the SEBI at
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes) and
updated from time to time, and at such other websites as may be prescribed by SEBI
from time to time.
Designated Stock BSE Limited
Exchange
Draft Red Herring The draft red herring prospectus dated February 28, 2025 issued in accordance with the
Prospectus or DRHP SEBI ICDR Regulations, which did not contain complete particulars of the Offer,
including the price at which the Equity Shares will be allotted and the size of the Offer,
and includes any addenda or corrigenda thereto.
Eligible FPIs FPIs from such jurisdictions outside India where it was not unlawful to make an offer/
invitation under the Offer and in relation to whom the Bid cum Application Form and
the Red Herring Prospectus constituted an invitation to purchase the Equity Shares
offered thereby.
Eligible NRIs NRI(s) eligible to invest under the relevant provisions of the FEMA Rules, on a non-
repatriation basis, from jurisdictions outside India where it was not unlawful to make
an offer or invitation under the Offer and in relation to whom the Bid cum Application
Form and the Red Herring Prospectus constituted an invitation to purchase the Equity
Shares.
Escrow Account(s) Accounts opened with the Escrow Collection Bank and in whose favour Anchor
Investors transferred money through direct credit/ NEFT/ RTGS/NACH in respect of
Bid Amounts when submitting a Bid.
Escrow Collection Bank The bank which is the clearing member and registered with SEBI as Bankers to an issue
under the BTI Regulations, and with whom the Escrow Account(s) was opened, in this
case being Axis Bank Limited.
First Bidder The Bidder whose name was mentioned in the Bid cum Application Form or the
Revision Form and in case of joint Bids, whose name also appeared as the first holder
of the beneficiary account held in joint names.
Floor Price The lower end of the Price Band, in this case being, ₹ 114.00
Fresh Offer The fresh offer comprising of an issuance of 15,000,000^ Equity Shares at ₹ 120/- per
Equity Share (including a premium of ₹ 110 per Equity Share) aggregating to ₹ 1,800.00
million by our Company.
^Subject to finalisation of the Basis of Allotment.
General Information The General Information Document for investing in public offers, prepared and issued
Document or GID by SEBI, in accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37
dated March 17, 2020 and the UPI Circulars, as amended from time to time. The General
Information Document was made available on the websites of the Stock Exchanges and
the BRLM.
Gross Proceeds The Offer proceeds from the Fresh Offer.
7Mutual Fund Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996.
Mutual Fund Portion 5% of the Net QIB Portion, or 416,667 ^ Equity Shares, which were made available for
allocation to Mutual Funds only, on a proportionate basis, subject to valid Bids received
at or above the Offer Price
^Subject to finalisation of the Basis of Allotment
Mobile Applications The mobile applications listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmI
d=43 or such other website as may be updated from time to time, which could have been
used by RIIs to submit Bids using the UPI Mechanism.
Monitoring Agency Monitoring Agency appointed pursuant to the Monitoring Agency Agreement, namely
CARE Ratings Limited
Monitoring Agency Agreement dated November 07, 2025 entered between our Company and Monitoring
Agreement Agency.
Net Offer Net Offer means the offer of specified securities to the public but does not include
reservations, if applicable and promoters’ contribution brought in as part of the issue.
Net Proceeds The Gross Proceeds less our Company’s share of the Offer-related expenses applicable
to the Fresh Offer. For further details about use of the Net Proceeds and the Offer related
expenses, see “Objects of the Offer” on page 124.
Net QIB Portion QIB Portion, less the number of Equity Shares Allotted to the Anchor Investors.
Non-Institutional All Bidders, that were not QIBs or Retail Individual Bidders and who had Bid for Equity
Investors or NII(s) or Non- Shares for an amount of more than ₹ 0.20 Million (but not including NRIs other than
Institutional Bidders or Eligible NRIs).
NIB(s)
Non-Institutional Portion The portion of the Offer having being not less than 15% of the Offer, consisting of
6,250,000^ Equity Shares, which was made available for allocation to Non-Institutional
Investors on a proportionate basis, in the following manner:
one third of the portion available to non-institutional investors was reserved for
applicants with application size of more ₹0.20 Million up to ₹1.00 Million;
two third of the portion available to non-institutional investors was reserved for
applicants with application size of more than exceeding ₹1.00 Million:
^Subject to finalisation of the Basis of Allotment.
Non-Resident or NR A person resident outside India, as defined under FEMA and includes NRIs, FPIs and
FVCIs.
Offer/ Offer Size Initial public offering of 41,666,666^ Equity Shares of face value ₹ 10/- for cash at a
price of ₹ 120/- per Equity Share (including a share premium of ₹ 110/- per Equity
Share) aggregating to ₹ 5,000.00 million consisting of a Fresh Offer of 15,000,000^
Equity Shares of face value ₹ 10/- each aggregating to ₹ 1,800.00 million by our
Company and an offer for sale of 26,666,666^ Equity Shares of face value ₹ 10/- each
aggregating to ₹ 3,200.00 million by the Selling Shareholder.
^Subject to finalisation of the Basis of Allotment.
Offer Agreement The agreement dated February 21, 2025 and amendment agreement dated October 28,
2025 amongst our Company, the Selling Shareholder and the BRLM, pursuant to the
SEBI ICDR Regulations, based on which arrangements are agreed to in relation to the
Offer.
Offer for Sale The offer for sale of 26,666,666^Equity Shares bearing face value ₹ 10/- each
aggregating to ₹ 3,200.00 million by the Selling Shareholder, Pedanta Technologies
Private Limited.
^Subject to finalisation of the Basis of Allotment.
Offer Price ₹ 120/- per Equity Share, being the final price within the Price Band, at which the Equity
Shares will be Allotted to successful Bidders other than Anchor Investors. Equity Shares
will be Allotted to Anchor Investors at the Anchor Investor Offer Price in terms of the
Red Herring Prospectus. The Offer Price was decided by our Company in consultation
with the BRLM, in accordance with the Book Building Process on the Pricing Date and
in terms of the Red Herring Prospectus and this Prospectus.
Offer Proceeds The proceeds of the Fresh Offer which shall be available to our Company and the
proceeds of the Offer for Sale which shall be available to the Selling Shareholder. For
further information about use of the Offer Proceeds, please see section entitled “Objects
8of the Offer” on page 123.
Offered Shares The number of Equity Shares being offered by Selling Shareholder as part of the Offer
for Sale comprising of an aggregate of 26,666,666 Equity Shares of face value ₹ 10/-
each.
Price Band Price band of a minimum price of ₹ 114/- per Equity Share (Floor Price) and the
maximum price of ₹ 120/- per Equity Share (Cap Price) and includes any revisions
thereof.
The Price Band and the minimum Bid Lot for the Offer was decided by our Company
in consultation with the BRLM, and was published in all editions of Financial Express,
an English national daily newspaper, all editions of Jansatta, a Hindi national daily
newspaper and Vijayavani, a Kannada daily newspaper (Kannada being the regional
language of Karnataka, where our Registered Office is located) each with wide
circulation, two Working Days prior to the Bid/Offer Opening Date, with the relevant
financial ratios calculated at the Floor Price and at the Cap Price and were made
available to the Stock Exchanges for the purpose of uploading on their respective
websites.
Pricing Date The date on which our Company in consultation with the BRLM finalised the Offer
Price, i.e., November 22, 2025.
Promoters’ Contribution Aggregate of 20% of the fully diluted post-Offer Equity Share capital of our Company
that is eligible to form part of the minimum promoters’ contribution, as required under
the provisions of the SEBI ICDR Regulations, held by our Promoters, which shall be
locked-in for a period of 3 years from the date of Allotment.
Prospectus This Prospectus dated November 22, 2025 filed with the RoC, after the Pricing Date in
accordance with Section 26 of the Companies Act, 2013 and the SEBI ICDR
Regulations containing, inter alia, the size of the Offer and other information, including
any addenda or corrigenda thereto.
Public Offer Account The bank which is a clearing member and registered with SEBI under the BTI
Bank Regulations, with whom the Public Offer Account(s) was opened for collection of Bid
Amounts from Escrow Account(s) and ASBA Accounts on the Designated Date, in this
case being ICICI Bank Limited.
Public Offer Account(s) Bank account opened in accordance with the provisions of the Companies Act, 2013,
with the Public Offer Account Bank to receive money from the Escrow Accounts and
from the ASBA Accounts on the Designated Date.
QIB Portion/ QIB The portion of the Offer (including the Anchor Investor Portion) having been not more
Category than 50% of the Offer, consisting of 20,833,333^ Equity Shares which was available for
allocation to QIBs, including the Anchor Investors (which allocation had been on a
discretionary basis, as determined by our Company in consultation with the BRLM up
to a limit of 60% of the QIB Portion) subject to valid Bids received at or above the Offer
Price or Anchor Investor Offer Price.
^Subject to finalisation of the Basis of Allotment
Qualified Institutional A qualified institutional buyer, as defined under Regulation 2(1)(ss) of the SEBI ICDR
Buyers or QIBs/ QIB Regulations.
Bidders
In accordance with the FEMA Rules, other non-residents such as, Eligible NRIs
applying on a repatriation basis, FVCIs and multilateral and bilateral development
financial institutions were not permitted to participate in the Offer. For details, see
“Restrictions on Foreign Ownership of Indian Securities” on page 442.
Refund Account The ‘no-lien’ and ‘non-interest bearing’ account opened with the Refund Bank, from
which refunds, if any, of the whole or part, of the Bid Amount to the Anchor Investors was
made.
Refund Bank The bank which is a clearing member registered with SEBI under the SEBI BTI
Regulations, with whom the Refund Account was opened, in this case being Axis Bank
Limited.
Registered Brokers Stock brokers registered under the SEBI (Stock Brokers) Regulations, 1992, as amended
with the Stock Exchanges having nationwide terminals other than the members of the
Syndicate, and eligible to procure Bids in terms of the circular No. CIR/CFD/14/2012
dated October 4, 2012 issued by SEBI.
Registrar Agreement The agreement dated February 21, 2025 and amendment agreement dated October 28,
2025 entered amongst our Company, the Selling Shareholder and the Registrar to the
Offer in relation to the responsibilities and obligations of the Registrar to the Offer
pertaining to the Offer.
9Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to procure Bids at
Transfer Agents or RTAs the Designated RTA Locations as per the lists available on the website of BSE and NSE,
and the UPI Circulars.
Registrar or Registrar to MUFG Intime India Private Limited (formerly known as Link Intime India Private
the Offer Limited).
Resident Indian A person resident in India, as defined under FEMA.
Retail Individual Bidders Individual Bidders (including HUFs applying through their karta and Eligible NRIs and
or RIB(s) or Retail which did not include NRIs other than Eligible NRIs) who have Bid for the Equity
Individual Investors or Shares for an amount not more than ₹0.20 Million in any of the Bidding options in the
RII(s) Offer.
Retail Portion The portion of the Offer being not less than 35% of the Offer consisting of 14,583,333^
Equity Shares which was made available for allocation to Retail Individual Bidders in
accordance with the SEBI ICDR Regulations, subject to valid Bids received at or above
the Offer Price.
^Subject to finalisation of the Basis of Allotment.
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount
in any of their ASBA Form(s) or any previous Revision Form(s), as applicable.
QIB Bidders and Non-Institutional Bidders were not allowed to withdraw or lower their
Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail
Individual Bidders Bidding in the Retail Portion were allowed to revise revised their
Bids during the Bid/Offer Period and withdraw their Bids until Bid/Offer Closing Date.
SCORES Securities and Exchange Board of India Complaints Redress System, a centralized web-
based complaints redressal system launched by SEBI vide circular no.
CIR/OIAE/1/2014 dated December 18, 2014.
Self-Certified Syndicate The banks registered with SEBI, offering services:
Bank(s) or SCSB(s) (a) in relation to ASBA (other than using the UPI Mechanism), a list of which is
available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmI
d=34; and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmI
d=35, as applicable or such other website as may be prescribed by SEBI from time to
time; and
(b) in relation to ASBA (using the UPI Mechanism), a list of which is available on the
website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43
or such other website as may be prescribed by SEBI from time to time.
Applications through UPI in the Offer can be made only through the SCSBs mobile
applications (apps) 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 number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. The said list is available on
the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmI
d=43, as updated from time to time.
Specified Locations The Bidding centres where the Syndicate accepted Bid cum Application Forms from
relevant Bidders, a list of which is available on the website of SEBI
(www.sebi.gov.in), and updated from time to time.
Share Escrow Agent Escrow agent appointed pursuant to the Share Escrow Agreement, namely MUFG
Intime India Private Limited (formerly known as Link Intime India Private Limited) .
Share Escrow Agreement The agreement dated November 11, 2025 entered into amongst our Company, the
Selling Shareholder, and the Share Escrow Agent for deposit of the Equity Shares
offered by the Selling Shareholder in escrow and credit of such Equity Shares to the
demat account of the Allottees.
Sponsor Banks The Banker to the Offer registered with SEBI which has been appointed by the
Company to act as a conduit between the Stock Exchanges and the National Payments
Corporation of India in order to push the UPI Mandate Requests and / or payment
instructions of the RIBs using the UPI Mechanism and carry out any other
responsibilities in terms of the UPI Circulars, in this case being ICICI Bank Limited and
Axis Bank Limited.
10Statutory Auditor The current statutory auditor of our Company, being Ramaswamy Vijayanand,
Chartered Accountant.
Stock Exchanges Collectively, BSE Limited and National Stock Exchange of India Limited.
Syndicate Agreement Agreement dated November 11, 2025 entered into amongst our Company, the Selling
Shareholder, the BRLM, and the Syndicate Members in relation to collection of Bid
cum Application Forms by Syndicate.
Syndicate Members Intermediaries (other than BRLM) registered with SEBI who are permitted to accept
bids, applications and place orders with respect to the Offer and carry out activities as
an underwriter, namely Anand Rathi Share and Stock Brokers Limited.
Syndicate or members of Together, the BRLM and the Syndicate Members.
the Syndicate
Systemically Important Systemically important non-banking financial company as defined under Regulation
Non- Banking Financial 2(1)(iii) of the SEBI ICDR Regulations.
Company or NBFC-SI
Underwriters Collectively, BRLM, Syndicate Member and Registrar to the Offer
Underwriting Agreement The agreement dated November 22, 2025 entered into amongst the Underwriters, the
Selling Shareholder and our Company on or after the Pricing Date.
UPI Unified Payments Interface, which is an instant payment mechanism developed by
NPCI.
UPI Bidder Collectively, individual investors who applied as (i) Retail Individual Bidders, in the
Retail Portion, and (ii) Non-Institutional Bidders with an application size of up to ₹0.50
Million in the Non-Institutional Portion, and who Bid under the UPI Mechanism
through ASBA Form(s) submitted with Syndicate Members, Registered Brokers,
Collecting Depository Participants and Registrar and Share Transfer Agents.
Pursuant to Circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 05, 2022
issued by SEBI, all individual investors applying in public issues where the application
amount is up to ₹0.50 Million were allowed to use UPI and were required to provide
their UPI ID in the bid-cum-application form submitted with: (i) a syndicate member,
(ii) a stock broker registered with a recognized stock exchange (whose name is
mentioned on the website of the stock exchange as eligible for such activity), (iii) a
depository participant (whose name is mentioned on the website of the stock exchange
as eligible for such activity), and (iv) a registrar to an issue and share transfer agent
(whose name is mentioned on the website of the stock exchange as eligible for such
activity).
UPI Circulars The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01,
2018, the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019
and the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019,
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI
circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, the SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular
no. SEBI/HO/CFD/DIL- 2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular
no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 05, 2022, SEBI Circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51dated April 20, 2022, SEBI Circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 May 30, 2022to the extent these circulars are not
rescinded by the SEBI RTA Master Circular), SEBI ICDR Master Circular , and
any subsequent circulars or notifications issued by SEBI in this regard along with the
circular issued by the National Stock Exchange of India Limited having reference no.
25/2022 dated August 03, 2022 and the circular issued by BSE Limited having reference
no. 20220803-40 dated August 03, 2022, and any subsequent circulars or notifications
issued by SEBI or Stock Exchanges in this regard.
UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI.
UPI Mandate Request A request (intimating the RIB by way of a notification on the UPI linked mobile
application as disclosed by the SCSBs on the website of SEBI and by way of an SMS
directing the RIB to such UPI linked mobile application) to the RIB initiated by the
Sponsor Bank to authorise blocking of funds in the relevant ASBA Account through the
UPI linked mobile application equivalent to Bid Amount and subsequent debit of funds
in case of Allotment.
In accordance with the SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated
June 28, 2019 and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July
1126, 2019, RIBs Bidding using the UPI Mechanism may apply through the SCSBs and
mobile applications whose names appears on the website of the SEBI (
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43)
and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmI
d=43) respectively, as updated from time to time.
UPI Mechanism The Bidding mechanism that was used by an UPI bidder to make a Bid in the Offer in
accordance with the UPI Circulars.
UPI PIN Password to authenticate UPI transaction
Wilful Defaulter or a Wilful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations.
Fraudulent Borrower
Working Day All days, on which commercial banks in Mumbai are open for business; provided
however, with reference to (a) announcement of Price Band; and (b) Bid/Offer Period,
Working Day shall mean all days except all Saturdays, Sundays and public holidays on
which commercial banks in Mumbai are open for business and (c) the time period
between the Bid/Offer Closing Date and the listing of the Equity Shares on the Stock
Exchanges, “Working Day” shall mean all trading days of Stock Exchanges, excluding
Sundays and bank holidays in Mumbai, as per the circulars issued by SEBI, including
the SEBI UPI Circulars.
Technical/Industry Related Terms/Abbreviations
Term Description
AI Artificial Intelligence
AI-Levate Our Company’s Suite of AI micro-apps for learning and assessment
AC Autonomous degree-granting College
API Application Programming Interface
APR Annual Performance Report
AR Augmented Reality
AWS Amazon Web Services
Arizton Report Report titled “Report on the Global Assessment and Learning & Development Market”
dated October 24, 2025 commissioned by our Company and prepared by Arizton
Advisory & Intelligence pursuant to our engagement with Sirius Management
Consulting which is a part of Arizton Advisory & Intelligence.
Adjusted EBITDA Adjusted EBITDA is calculated by deducting other income from EBITDA
BFSI Banking, Financial Services and Insurance
BI Business Intelligence
CAGR Compound annual growth rate
CCS3 Cascading Style Sheets 3
CGST Central GST
CII Confederation of Indian Industry
CISA Certified Information Systems Auditor
College SPARC Our Company’s Student advising and career planning platform
CRM Customer Relationship Management
CS Company Secretary
DSCI Data Security Council of India
Easy Proctor Our Company’s AI-based remote proctoring solution
EdTech/ Ed-Tech Educational Technology
EnablED Our Company’s Learning experience platform
EPUB Electronic Public
ERP Enterprise Resource Planning
ESI Employees’ State Insurance
GDP Gross domestic product
GDPR General Data Protection Regulation
GenAI Generative Artificial Intelligence
GPU Graphics Processing Unit
GSDP Gross state domestic product
GST Goods and Services Tax
HIPAA Health Insurance Portability and Accountability Act
HEI Higher Education Institutions
HTML Hypertext Markup Language
HR Human Resources
12IGST Inter-state GST
IOT Internet of Things
IRT Interactive Response Technology
ISO International Organization for Standardization
ISMS Information Security Management System
K-12 Kindergarten to class XII
LearnActiv – K12 Our Company’s Physical and digital activity-based learning material for K-12
Learning Solutions
L&D Learning and Development
LIU Light Interface Unit
LLM Large Language Model
LMS Learning Management System
LC Lucent Connector
LTI Linear Time Invariant System
LXP(s) Learning Experience Platforms
MCLR Marginal Cost of the Fund-Based Lending Rate
MIS Management Information Systems
ML Machine Learning
MOOCs Massive Open Online Courses
MOU Memorandum of understanding
NLP Natural Language Processing
Net Worth Total equity attributable to owners of the Company
OpenPage Our Company’s digital interactive E-Book ecosystem
PoE+ Power over Ethernet
PDF Portable Document Format
PMP Project Management Professional
R&D Research and Development
RFID Radio Frequency Identification
ROI Return on Investment
SaaS Software as a service
SAML Security Assertion Markup Language
SARAS Our Company’s Comprehensive testing and assessment platform
SARAS LMS Our Company’s Learning management solution for educational publishers
SMEs Small and Medium-sized Enterprises
SSO Signle Sign On
VP Vice President
VR Virtual Reality
WAN Wireless Area Network
Conventional and General Terms or Abbreviations
Term Description
₹ or Rs. or Rupees or INR Indian Rupees
AIFs Alternative investment funds as defined in and registered under the AIF Regulations.
AGM Annual General Meeting
AS Accounting standards issued by the Institute of Chartered Accountants of India, as
notified from time to time.
BSE BSE Limited
CAGR Compounded Annual Growth Rate
Calendar Year or year Unless the context otherwise requires, shall refer to the twelve months’ period ending
December 31.
Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI
AIF Regulations.
Category II AIF AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI
AIF Regulations.
Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI
AIF Regulations
Category I FPIs FPIs who are registered as “Category I Foreign Portfolio Investors” under the SEBI FPI
Regulations
Category II FPIs FPIs who are registered as “Category II Foreign Portfolio Investors” under the SEBI
FPI Regulations
13CCI Competition Commission of India
CIN Corporate Identity Number
CDSL Central Depository Services (India) Limited
Companies Act, 1956 Erstwhile Companies Act, 1956 along with the relevant rules made thereunder
Companies Act / Companies Act, 2013, along with the relevant rules, regulations, clarifications, circulars
Companies Act, 2013 and notifications issued thereunder, as amended and to the extent currently in force
CIT Commissioner of Income Tax
COVID – 19 A public health emergency of international concern as declared by the World Health
Organization on January 30, 2020 and further declared as a pandemic on March 11,
2020
CSR Corporate social responsibility
Demat Dematerialised
Depositories Act Depositories Act, 1996
Depository or NSDL and CDSL
Depositories
DIN Director Identification Number
DSIR Department of Scientific and Industrial Research
DP or Depository A depository participant as defined under the Depositories Act
Participant
DP ID Depository Participant’s Identification Number
ECS Electronic Clearing System
EGM Extra Ordinary General Meeting
EPS Earnings Per Share
FDI Foreign Direct Investment
FDI Policy The consolidated FDI policy, effective from October 15, 2020, issued by the
Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry, Government of India (earlier known as the Department of Industrial Policy
and Promotion).
FEMA Foreign Exchange Management Act, 1999, including the rules and regulations
thereunder.
FEMA Rules/ FEMA NDI Foreign Exchange Management (Non-debt Instruments) Rules, 2019.
Rules
Financial Year, Fiscal, FY Period of twelve months’ commencing on April 01 of the immediately preceding
or F.Y. calendar year and ending on March 31 of that particular year, unless stated otherwise.
FIR First Information Report
FPI(s) Foreign Portfolio Investor, as defined under the FPI Regulations
FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019
FIPB The erstwhile Foreign Investment Promotion Board
Fugitive Economic A fugitive economic offender as defined under the Fugitive Economic Offenders Act,
Offender 2018.
FVCI Foreign Venture Capital Investors, as defined and registered with SEBI under the FVCI
Regulations.
FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations,
2000.
GBP / UK£ / £ Pound Sterling
GDP Gross Domestic Product
GoI or Government or Government of India
Central Government
GST Goods and Services Tax
HUF Hindu Undivided Family
IAS Rules Companies (Indian Accounting Standards) Rules, 2015, as amended
ICAI The Institute of Chartered Accountants of India
ICSI The Institute of Company Secretaries of India
ICWAI The Institute of Cost & Works Accountants of India
ICDS Income Computation and Disclosure Standards
IFRS International Financial Reporting Standards of the International Accounting Standards
Board
India Republic of India
Ind AS or Indian Indian Accounting Standards notified under Section 133 of the Companies Act, 2013
Accounting Standards read with IAS Rules.
Ind AS 24 Indian Accounting Standard 24, “Related Party Disclosures”, notified by the Ministry
of Corporate Affairs under Section 133 of the Companies Act, 2013 read with IAS
14Rules.
Ind AS 37 Indian Accounting Standard 37, “Provisions, Contingent Liabilities and Contingent
Assets”, notified by the Ministry of Corporate Affairs under Section 133 of the
Companies Act, 2013 read with IAS Rules.
IGAAP or Indian GAAP Accounting standards notified under section 133 of the Companies Act, 2013, read with
Companies (Accounting Standards) Rules, 2006, as amended) and the Companies
(Accounts) Rules, 2014, as amended.
Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
Regulations 2015 as amended
IPR Intellectual Property Rights
IPO Initial Public Offer
IST Indian Standard Time
IT Act The Income Tax Act, 1961
IT Information Technology
Mutual Fund(s) Mutual funds registered under the SEBI (Mutual Funds) Regulations, 1996
Listing Agreement The equity listing agreement to be entered into by our Company with each of the Stock
Exchanges
Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended
MCA Ministry of Corporate Affairs, Government of India
MIM Multiple Investment Managers
N.A. Not Applicable
NACH National Automated Clearing House
NAV Net Asset Value
NBFC Non-Banking Financial Company
NEFT National Electronic Fund Transfer
NPCI National Payments Corporation of India
NRE Account Non-resident external account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016
NRI or Non-Resident A person resident outside India who is a citizen of India as defined under the Foreign
Indian Exchange Management (Deposit) Regulations, 2016 or is an ‘Overseas Citizen of India’
cardholder within the meaning of section 7(A) of the Citizenship Act, 1955.
NRO Account Non-resident ordinary account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016.
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB or Overseas A company, partnership, society or other corporate body owned directly or indirectly to
Corporate Body the extent of at least 60% by NRIs including overseas trusts in which not less than 60%
of the beneficial interest is irrevocably held by NRIs directly or indirectly and which
was in existence on October 3, 2003 and immediately before such date was eligible to
undertake transactions pursuant to the general permission granted to OCBs under the
FEMA. OCBs are not allowed to invest in the Offer.
P/E Ratio Price/Earnings Ratio
PAN Permanent account number allotted under the Income Tax Act, 1961
RBI Reserve Bank of India
RBI Act The Reserve Bank of India Act, 1934 as amended from time to time
Regulation S Regulation S under the U.S. Securities Act
RTGS Real time gross settlement
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012, as amended from time to time.
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended from time to time.
SEBI ICDR Master SEBI master circular bearing number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated
Circular November 11, 2024
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time.
SEBI RTA Master Master Circular for Registrars to an Issue and Share Transfer Agents issued by the SEBI
Circular through its circular no. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June 23,
152025, as applicable.
SEBI Mutual Fund Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
Regulations
SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1999, as
Regulations amended from time to time.
SEBI SBEB Regulations The erstwhile Securities and Exchange Board of India (Share Based Employee Benefits)
2014 Regulations, 2014, as amended from time to time.
SEBI SBEB Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
2021 Equity) Regulations, 2021, as amended from time to time.
SEBI Stock Brokers SEBI master circular bearing number SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/90
Master Circular dated June 17, 2025
SEBI VCF Regulations The erstwhile Securities and Exchange Board of India (Venture Capital Fund)
Regulations, 1996 as repealed pursuant to SEBI AIF Regulations.
SGD / S$ Singapore Dollar
SICA The erstwhile Sick Industrial Companies (Special Provisions) Act, 1985
STT Securities Transaction Tax
State Government Government of a State of India
SGST State Goods and Services Tax
Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 as amended from time to time.
TAN Tax Deduction Account Number
TIN Taxpayers Identification Number
Trademarks Act The Trademark Act, 1999
UK United Kingdom of Great Britain and Northern Ireland
U.S.A/ U.S./ US/ United The United States of America, its territories and possessions, any State of the United
States Statesand the District of Columbia.
USD/ US$/ $/ U.S. Dollar United States Dollars
U.S. GAAP Generally Accepted Accounting Principles in the United States of America
U.S. Securities Act United States Securities Act of 1933, as amended.
VCFs Venture capital funds as defined in and registered with the SEBI under the Securities
and Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the
Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012, as the case may be.
WACA Weighted Average Cost of Acquisition
Key Performance Indicators
KPI Explanations
Revenue from Operations Revenue from operations is the revenue generated by the company and is comprised of
(i) the sale of services, (ii) sale of software products, as set out in the Restated
Consolidated Financial Information.
Gross Profit Gross profit represents the difference between revenue from operations and the cost of
sales which includes employee cost directly attributable to the revenue and other related
direct costs. It provides insight into the efficiency of the delivery of service and the
profitability of the core business activities.
Gross Margin is the ratio of gross profit to revenue, expressed as a percentage. It
measures how efficiently a company is delivering and selling its software products,
Gross Profit Margin (%)
showing the percentage of revenue that exceeds the employee cost directly attributable
to the revenue and other related direct costs.
EBITDA provides a comprehensive view of the Company's financial health as it
EBITDA
considers Revenue from Operations.
EBITDA Margin (%) is a financial percentage that measures the profitability as a
EBITDA Margin (%)
percentage of its Revenue from Operations.
PAT represents the profit/loss that the Company makes for the financial year or during
PAT
a given period It provides information regarding the overall profitability of the business.
PAT Margin (%) is an indicator of the overall profitability of the business and provides
PAT Margin (%) the financial benchmarking against peers as well as to compare against the historical
performance of the business.
Net Worth It assesses the shareholder’s funds.
It is the total amount of borrowings taken by the Company from banks, other parties etc
Net Debt
adjusted with cash and bank balances including bank deposits.
16It is used to measure the net financial leverage of our Company and provides comparison
Net Debt Equity Ratio
benchmarks against peers
ROCE provides how efficiently our Company generates earnings from the capital
ROCE (%)
employed in the business.
ROE provides how efficiently our Company generates earnings from the average
ROE (%)
shareholders fund in the business.
Number of clients It represents the total number of clients we have catered during the period/year
Number of new client It represents total number of new clients served by us during the period/year
additions every year
Average vintage of top 10 It represents the time frame of our relationship with our top 10 customers in number of
clients (in years) years
Number of employees is the total number of employees on the payroll of the Company
Number of employees
as at the end of the period/year.
17SUMMARY OF THE OFFER DOCUMENT
This section is a general summary of the terms of the Offer, certain disclosures included in this Prospectus and is not
exhaustive, nor does it purport to contain a summary of all the disclosures in this Prospectus or all details relevant to
prospective investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more
detailed information appearing elsewhere in this Prospectus, including the sections titled “Risk Factors”, “The Offer”,
“Capital Structure”, “Objects of the Offer”, “Industry Overview”, “Our Business”, “Our Promoters and Promoter
Group”, “Restated Consolidated Financial Information”, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”, “Outstanding Litigation and Material Developments”, “Offer Procedure”, “Offer
Structure” and “Main Provisions of the Articles of Association” on pages 39, 88, 106, 123, 162, 194, 264, 272, 346, 381,
418, 438 and 443 respectively.
Summary of the Primary business of our Company
Our Company is a global vertical SaaS company focused on the learning and assessment market. As per Arizton Report,
the global SaaS market has seen rapid growth, with vertical SaaS emerging as a dominant trend that promises specialized,
industry-tailored solutions. This shift has positioned vertical SaaS to grow at an even faster pace than general SaaS, with
estimates suggesting that vertical SaaS could account for nearly 50% of the SaaS market by 2030. With over two decades
of experience, we provide technology-based solutions across diverse learning and assessment segments through long-
term contracts with enterprise clients worldwide. Our platforms are cloud-based with open and industry standards-
compliant APIs, ensuring scalability across organizations and users. Security and performance are core to our product
offerings.
Our focus is on assessment market through our AI based Assessment & Proctoring Solutions. Qualifications and
certification bodies, awarding and credentialing bodies, admission tests councils, corporates & government entities use
our Saras eAssessment platform and easyProctor remote proctoring product to deliver high-stakes examinations and tests
to their end users. Certification agencies such as The Chartered Quality Institute uses the platform to create and deliver
online certification exams. For Pearson Professional Assessments Limited, our Company provides a comprehensive
assessment platform using which large scale online, high stakes assessments are delivered in organisations including
Government Agencies and Universities. Qualifications agencies such as Training Qualifications UK (TQUK) and AQA
Education and higher education agencies such as Colleges of Excellence (Saudi Arabia) as well as school assessment
boards use the assessment platform to create a variety of examinations on the platform and deliver them online. This
includes question creation, test construction, delivery, marking, report generation and smart analytics.
Details of vertical wise revenue for Fiscal 2025, Fiscal 2024 and Fiscal 2023 along with the percentage of the total revenue
are as follows:
18USA Singapore UK Others Countries TOTAL
Contribution
Contribution Contribution
to total Contribution to Total Revenue
% of to total % of to total % of % of % of
Revenue total Revenue from
Revenue Revenue from Revenue Revenue from Revenue Revenue Revenue
Business Verticals from from operations operations
from operations from operations from from from
operations (Amount in ₹ (Amount in ₹
operations (Amount in ₹ operations (Amount in ₹ operations operations operations
(Amount in ₹ million) million)
million) million)
million)
Fiscal 2025
Assessment and 122.18 5.24 61.35 2.63 389.69 16.70 57.55 2.47 630.77 27.04
proctoring solutions
Educational 1,164.79 49.93 4.48 0.19 43.90 1.88 57.88 2.48 1,271.04 54.48
technology services
Learning and student 111.65 4.79 8.71 0.37 64.53 2.77 115.38 4.95 300.27 12.87
success solutions
Learning design and 11.65 0.50 0.00 0.00 2.75 0.12 116.42 4.99 130.82 5.61
content solutions
Total 1,410.27 60.45 74.53 3.19 500.87 21.47 347.23 14.88 2,332.91 100.00
Fiscal 2024
Assessment and 190.66 9.61 175.60 8.86 291.52 14.70 71.08 3.58 728.86 36.76
proctoring solutions
Educational 791.91 39.94 5.10 0.26 33.24 1.68 20.32 1.02 850.57 42.89
technology services
Learning and student 110.59 5.58 18.53 0.93 68.74 3.47 144.01 7.26 341.87 17.24
success solutions
Learning design and (2.48)* (0.13) 0.00 0.00 2.71 0.14 61.43 3.10 61.67 3.11
content solutions
Total 1,090.69 55.00 199.23 10.05 396.21 19.98 296.84 14.97 1,982.97 100.00
*There is a negative revenue due to recognition of unearned revenue.
Fiscal 2023
Assessment and 154.02 7.89 146.35 7.50 200.14 10.26 28.10 1.44 528.61 27.09
proctoring solutions
Educational 953.97 48.90 3.90 0.20 19.01 0.97 17.80 0.91 994.68 50.98
technology services
Learning and student 104.30 5.35 9.18 0.47 79.81 4.09 137.93 7.07 331.22 16.98
success solutions
Learning design and 19.24 0.99 0.00 0.00 1.84 0.09 75.45 3.87 96.53 4.95
content solutions
Total 1,231.53 63.12 159.43 8.17 300.81 15.42 259.28 13.29 1,951.04 100.00
19Our Company driven by innovation and product engineering capabilities, enabling robust product development and
customised solutions through our proprietary platform. This includes expertise in big data & analytics, Artificial
Intelligence, Machine Learning, expertise in architecture, design and development automation and etc., which enables us
to provide value added products and solutions. Our Company has an asset-light, scalable business model to achieve
operational efficiency and profitability and is continuously innovating and have successfully developed AI-based products
and services, including learning models that are pre-trained on vast amounts of data and powerful AI models trained on
massive amounts of text data to understand and generate human-like text. They are designed for various natural language
processing (NLP) tasks, including language generation, translation, and other content-related tasks. They are typically
termed as Large Language Models (“LLM”) that helps our products stand out in the digital assessments and proctoring
space. Our Company is actively engaged in AI implementation in our products and services. It includes building LLMs
(proprietary and hybrid), small LLMs that are device specific, and AI agents that provide intelligent User experience in
both the Learning and Assessment products. As per Arizton Report, AI and machine learning are being integrated into
proctoring solutions to enhance monitoring capabilities and reduce the need for human intervention.
We take a strategic and use-case-driven approach to leveraging LLMs across our operations. We do not rely on a single
LLM tool; instead, we use a diverse mix of proprietary and open-source models to balance cost, performance, scalability,
and data privacy which includes:
(a) For low-volume, low-risk use cases, where data privacy and ethical considerations are minimal, we utilize
commercially hosted models such as OpenAI’s GPT-4.0, GPT- 4.5 and Google’s Gemini. These models are ideal for
general-purpose applications and prototyping due to their ease of access and robust performance.
(b) For medium to high-volume use cases where data privacy is a critical factor, we leverage leading foundational
models like GPT-4o, Claude Sonnet, and Mistral. These are deployed on secure, dedicated infrastructure hosted
within Microsoft Azure and AWS environments, ensuring compliance with enterprise-grade security and governance
standards.
(c) For our highest-volume, most sensitive workloads, where data privacy and infrastructure control are non-negotiable,
we operate open-source LLMs on our own GPU infrastructure. This enables us to run LLMs in a fully secured and
isolated environment, offering maximum control over data, performance, and compliance.
Our Company employs a business model approach to lead generation, including inside sales and marketing activities,
participation in conferences and exhibitions, leveraging customer references, and responding to Requests for Proposals
(RFPs). The presales team plays a role in the conversion process. They handle demonstrations, gather initial requirements,
and prepare both technical and commercial proposals.
Our Company’s revenue model is structured around several key components such as (a) Product Pricing, (b)
Customization, (c) Support Contracts, (d) Services Pricing. Once a proposal is accepted, a contract is drafted, reviewed,
and approved before signing. Billing is then conducted according to the milestones defined in the contract, ensuring that
payments are aligned with the progress and delivery of the project. This structured approach helps in maintaining financial
stability and client satisfaction.
Summary of the Primary industry in which our Company operates
As per Arizton Report, the global assessment & proctoring market was valued at $10.83 billion in 2024 and is expected
to reach $21.26 billion by 2030, growing at a CAGR of 11.90%. The global assessment & proctoring market has observed
significant growth in recent years due to advances in education technology, remote learning, and the need for secure and
scalable solutions for conducting assessments. Geographically, this market exhibits distinct characteristics across regions,
influenced by factors such as technological infrastructure, regulatory environments, adoption rates, and education system
needs. North America is the largest and mature market for assessment and proctoring solutions because of the widespread
adoption of e-learning platforms, remote proctoring services, and digital transformation in education.
Companies in the assessment and proctoring market generate revenue through diverse streams, such as – subscription-
based revenue (monthly/annually), pay-per-use or test-based revenue, customization & integration services, data &
analytics offering, and content development services to meet the needs of educational institutions, enterprises, and
certification bodies.
Names of our Promoters
As on the date of this Prospectus, our Promoters are Pedanta Technologies Private Limited, Dhananjaya Sudhanva,
Lajwanti Sudhanva and Shruthi Sudhanva. For further details, see “Our Promoters and Promoter Group” on page 264.
20Offer Size
Offer of Equity Shares(1) 41,666,666* Equity Shares of face value ₹ 10/- each, aggregating to
₹ 5,000.00* million
of which
Fresh Offer 15,000,000* Equity Shares of face value ₹ 10/- each, aggregating to
₹ 1,800.00* million
Offer for Sale(2) 26,666,666* Equity Shares of face value ₹ 10/- each, aggregating to
₹ 3,200.00* million by the Selling Shareholder.
* Subject to finalisation of Basis of Allotment.
The Offer has been authorized by a resolution of our Board dated February 05, 2025 and a special resolution of our
(1)
Shareholders dated February 12, 2025.
Our Board has taken on record the participation of the Selling Shareholder in the Offer for Sale pursuant to a
(2)
resolution of the Board of Directors dated February 05, 2025. For further details, see “The Offer” and “Other
Regulatory and Statutory Disclosures” on page 88 and 397 respectively.
The Offer constitutes 36.21% of the post Offer paid up Equity Share capital of our Company.
For details, see “The Offer” and “Offer Structure” on pages 88 and 438, respectively.
Objects of the Offer
Our Company proposes to utilise the Net Proceeds towards funding the following objects:
Particulars (Amount in ₹ million)
(A) Funding of capital expenditure for purchase of land and construction of new 617.66
building at the Mysore Property;
(B) Funding of capital expenditure for upgradation and external electrical systems of 395.11
our Existing Facility at Mysore, India;
(C) Funding upgradation of our Company’s IT Infrastructure (Software, Hardware 546.35
and Communications & Network Services).
Sub-Total (A+B+C) 1,559.12
General Corporate Purposes(1) 89.80
Total(1) 1,648.92
(1) Subject to finalisation of Basis of Allotment. The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.
For further details, see “Objects of the Offer” on page 123. Aggregate pre-Offer shareholding of our Promoters and
Promoter Group.
Aggregate Pre-Offer Shareholding of our Promoters and Promoter Group
The aggregate pre-Offer shareholding of our Promoters and Promoter Group as a percentage of the pre-Offer paid-up
Equity Share capital of the Company is set out below:
S Name of shareholder Pre-Offer Equity Share capital Post-Offer Equity Share capital
No. Number of Percentage of Number of Percentage of
Equity Shares total pre-Offer Equity Shares total post-
paid up Equity Offer paid up
Share capital Equity Share
(%) capital (%)
A. Promoters
1. Pedanta Technologies Private Limited* 43,152,376 43.12 1,64,85,710 14.32
2. Dhananjaya Sudhanva 38,843,702 38.81 38,843,702 33.75
3. Lajwanti Sudhanva 11,756,225 11.75 11,756,225 10.22
4. Shruthi Sudhanva 457,500 0.46 457,500 0.40
Total (A) 94,209,803 94.14 67,543,137 58.69
B. Promoter Group
1. Adarsh M S 457,500 0.46 457,500 0.40
Total (B) 457,500 0.46 457,500 0.40
21Grand Total (A+B) 94,667,303 94.60 68,000,637 59.09
* Dhananjaya Sudhanva and Lajwanti Sudhanva are the beneficial owners and natural persons in control of Pedanta
Technologies Private Limited.
The aggregate pre-Offer shareholding of the Selling Shareholder as a percentage of the pre-Offer paid-up Equity Share
capital of the Company is set out below:
S Name of Selling Category of No. of Pre-Offer Equity Share capital Post-Offer Equity Share
No. shareholder Shareholder Shares Capital*
Offered in Number of Percentage of Number of Percentage of
OFS* Equity Shares total pre- Offer Equity total Post-
paid up Equity Shares Offer paid
Share up Equity
capital (%) Share
Capital (%)
1. Pedanta Promoter 26,666,666 43,152,376 43.12 16,485,710 14.32
1Technologies Selling
. Private Limited Shareholder
Total 26,666,666 43,152,376 43.12 16,485,710 14.32
*Subject to finalization of Basis of Allotment
Aggregate Pre-Offer and Post-Offer shareholding of our Promoters, the Promoter Group (other than our
Promoters) and additional top 10 shareholders as a percentage of the Pre-Offer and Post Offer paid-up Equity
Share Capital
Sl. Pre-Offer Shareholding as at the date of Price Band Post-Offer Shareholding as at Allotment(2)
No. Advertisement
Shareholders No. of Shareholding At the lower end of the price At the upper end of the price
Equity (%)(1) band (₹114/-) band (₹120/-)
Shares Number of Shareholding Number of Shareholding (in
Equity (in %)(1) Equity %)(1)
Shares(1) Shares(1)
Promoters
1. P edanta 43,152,376 43.12 15,082,201 13.02 1,64,85,710 14.32
Technologies
Private Limited
2. D hananjaya 38,843,702 38.81 38,843,702 33.52 38,843,702 33.75
Sudhanva
3. L ajwanti 11,756,225 11.75 11,756,225 10.15 11,756,225 10.22
Sudhanva
4. S hruthi Sudhanva 457,500 0.46 457,500 0.39 457,500 0.40
Promoter Group
1. A darsh M S 457,500 0.46 457,500 0.39 457,500 0.40
Additional top 10 Shareholders (2)
1. J ambardi 610,000 0.61 6,10,000 0.53 6,10,000 0.53
Ramanna
Maheshkumar
2. A jay Ramesh 457,500 0.46 457,500 0.39 457,500 0.40
Kulkarni
3. P rashanth H M 457,500 0.46 457,500 0.39 457,500 0.40
4. S hivakumar 366,000 0.37 366,000 0.32 366,000 0.32
Srikantaiah
5. N ishith 278,892 0.28 278,892 0.24 278,892 0.24
Prabhakar
6. P rashant Goela 278,892 0.28 278,892 0.24 278,892 0.24
7. D ev Ramnane 278,892 0.28 278,892 0.24 278,892 0.24
8. R omil Gupta 278,892 0.28 278,892 0.24 278,892 0.24
9. S ubramaniam 244,000 0.24 244,000 0.21 244,000 0.21
22Ravi
10. V enkatesh 183,000 0.18 183,000 0.16 183,000 0.16
Dayananda
T otal 98,100,871 98.02 70,030,696 60.44 71,434,205 62.07
Notes:
(1) Includes all options that have been exercised until date of this Prospectus and any transfers of Equity Shares by
existing shareholders after the date of the pre-issue and price band advertisement until date of this Prospectus.
(2) Subject to finalization of the basis of allotment.
Summary derived from the Restated Consolidated Financial Information
(In ₹ million except per share data)
Particulars For the three Fiscal 2025 Fiscal 2024 Fiscal 2023
months period
ended June 30,
2025
Share capital 1,000.84 1,000.84 15.96 15.94
Net Worth(1) 3,759.49 3,712.90 2,973.03 2,780.77
Revenue from Operations 557.18 2,332.91 1,982.97 1,951.04
Profit / (Loss) after tax 60.09 346.91 127.53 224.14
Earnings per share(2)
- Basic (₹) 0.60* 3.47 1.27 2.24
- Diluted (₹) 0.60* 3.47 1.27 2.24
Net asset value per Equity Share (₹)(3) 37.56 37.10 29.71 27.80
Total Borrowing(4) 378.16 265.89 767.25 1180.92
*not annualised
Note:
Net Worth means the aggregate value of the paid-up share capital, securities premium, general reserve, capital
(1)
reserve, employee stock options outstanding reserve, and retained earnings (including other comprehensive income)
attributable to equity shareholders of the company as restated.
Basic earnings per share (₹) = Restated net Profit after tax, for the year or period, attributable to equity shareholders
(2)
/Weighted average number of Equity Shares outstanding during the year/period, as adjusted for bonus issue; and
Diluted EPS (in ₹) = Restated net profit after tax for the year or period, attributable to equity shareholders/Weighted
average number of Equity Shares and potential Equity Shares outstanding during the year/period, as adjusted for
bonus issue.
Net asset value per Equity Share = Restated net-worth at the end of the year or period / Number of Equity Shares
(3)
outstanding at the end of the year or period, as adjusted for bonus issue.
Total Borrowing represents the aggregate of debt securities, borrowings (other than debt securities), and deposits as
(4)
at the last day of the relevant fiscal year/period.
For further details, see “Restated Consolidated Financial Information” on page 272.
Qualifications of the Statutory Auditor
There are no qualifications included by our Statutory Auditor in the financial statements which have not been given effect
to in the Restated Consolidated Financial Information.
Summary of Outstanding Litigation
Except as disclosed below, there are no outstanding (i) criminal proceedings involving our Company, Subsidiaries,
Directors, or Promoters (“Relevant Parties”); (ii) actions by statutory or regulatory authorities involving the Relevant
Parties, Key Managerial Personnel or Senior Management; (iii) outstanding claims relating to direct and indirect taxes
involving the Relevant Parties; (iv) criminal proceedings involving our Key Managerial Personnel or Senior Management
and (v) other pending litigation as determined to be material by our Board pursuant to the Materiality Policy. There are
no disciplinary actions including penalties imposed by SEBI or stock exchanges against our Promoters, Key Managerial
Personnel or Senior Management in the last five Fiscals including any outstanding action.
For the purposes of (iv) above, the terms of the Materiality Policy have been adopted by a resolution of our Board dated
October 26, 2025 and based on the materiality policy following are the pending litigations:
23Type of Proceedings Number of cases Amount^ (In ₹ Million)
Cases against our Company
Criminal proceedings Nil Nil
Actions by statutory or regulatory authorities Nil Nil
Claims related to direct and indirect taxes 3 3.50*
Other pending material litigation proceedings Nil Nil
Sub-Total 3 3.50
Cases by our Company
Criminal proceedings Nil Nil
Other pending material litigation proceedings Nil Nil
Sub-Total Nil Nil
Cases against our Subsidiaries
Criminal proceedings Nil Nil
Actions by statutory or regulatory authorities Nil Nil
Other pending material litigation proceedings Nil Nil
Sub-Total Nil Nil
Cases by our Subsidiaries
Criminal proceedings Nil Nil
Other pending material litigation proceedings Nil Nil
Sub-Total Nil Nil
Cases against our Directors other than our Promoters
Criminal proceedings 1 Nil
Actions by statutory or regulatory authorities Nil Nil
Claims related to direct and indirect taxes 2 0.10*
Other pending material litigation proceedings Nil Nil
Sub-Total 3 0.10
Cases by our Directors other than our Promoters
Criminal proceedings Nil Nil
Actions by statutory or regulatory authorities Nil Nil
Claims related to direct and indirect taxes Nil Nil
Other pending material litigation proceedings Nil Nil
Sub-Total Nil Nil
Cases against our Promoters
Criminal proceedings Nil Nil
Actions by statutory or regulatory authorities Nil Nil
Claims related to direct and indirect taxes 1 9.82
Disciplinary action taken against our Promoters in the five Nil Nil
Fiscals preceding the date of this Prospectus by SEBI or any
stock exchange
Other pending material litigation proceedings Nil Nil
Sub-Total 1 9.82
Cases by our Promoters
Criminal proceedings Nil Nil
Other pending material litigation proceedings Nil Nil
Sub-Total Nil Nil
Cases against Key Managerial Personnel
Criminal proceedings Nil Nil
Actions by statutory or regulatory authorities Nil Nil
Claims related to direct and indirect taxes Nil Nil
Sub-Total Nil Nil
Cases by Key Managerial Personnel
Criminal proceedings Nil Nil
Actions by statutory or regulatory authorities Nil Nil
Claims related to direct and indirect taxes Nil Nil
Sub-Total Nil Nil
Cases against Senior Managerial Personnel
Criminal proceedings Nil Nil
Actions by statutory or regulatory authorities Nil Nil
Claims related to direct and indirect taxes Nil Nil
Sub-Total Nil Nil
Cases by Senior Managerial Personnel
Criminal proceedings Nil Nil
24Actions by statutory or regulatory authorities Nil Nil
Claims related to direct and indirect taxes Nil Nil
Sub-Total Nil Nil
Total 7 13.42
* Tax Demand on Direct and Indirect Taxes includes Tax, Interest & Penalty.
As on the date of this Prospectus, there are no criminal matters initiated by or against the Company, Group Company, its
Subsidiaries, Directors and/or Promoters which are at First Information Report (“FIR”) stage, and where no cognizance
has been taken by any court or judicial authority.
For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material Developments” on
page 381.
Risk Factors
Investors should see “Risk Factors” on page 39 to have an informed view before making an investment decision.
Sr.No Particulars
1. Our revenue from Pearson Education Group accounted for 59.24%, 58.79%, 46.51% and 41.89% of our
total revenue on a consolidated basis for the three months period ended June 30, 2025, Fiscal 2025, Fiscal
2024 and Fiscal 2023.
2. Our Company has provided a corporate guarantee that forms a substantial portion of our contingent
liabilities which stands at 79.80% of our Net Worth as on June 30, 2025 to secure the Non-Convertible
Debentures (“NCDs”) issued by our Corporate Promoter.
3. There have been certain delays in our filings with the Authorised Dealer/RBI under regulations issued
under the Foreign Exchange Management Act, 1999 (“FEMA”).
4. A portion of the Net Proceeds may be utilised for purchasing land as a part of the Objects of the Offer for
which we have not entered into definitive agreements.
5. Our Company may be unable to keep pace with technological changes, develop or innovate our service
offerings to address emerging business demands, technological trends and evolving industry standards.
6. We have incurred indebtedness which exposes us to various risks which may have an effect on our business
and results of operations.
7. Our services may contain coding or configuration errors or other defects that could harm our reputation,
be expensive to correct, delay revenues, and expose us to litigation.
8. Our insurance coverage for the previous 3 Fiscals is not 100% of the assets of our Company and thereby
may not adequately protect us against operating hazards and this may have an adverse impact on our
business.
9. We face risks associated with currency exchange rate fluctuations.
10. Our revenues are highly dependent on a limited number of industry verticals, and any decrease in demand
for outsourced services in these industry verticals could reduce our revenues.
Summary of Contingent Liabilities of our Company
Details of the contingent liabilities (as per Ind AS 37) of our Company for the three months period ended June 30, 2025
Fiscal 2025, Fiscal 2024 and Fiscal 2023 derived from the Restated Consolidated Financial Information are set forth
below:
(Amount in ₹ million)
For the three
months period
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
ended June 30,
2025
A. Contingent liabilities
(i) Performance Bank Guarantee 0.37 0.38 0.36 0.34
(ii) Corporate Guarantee given in respect of loan 3,000.00 3,000.00 - -
taken by Pedanta Technologies Private
Limited
(iii) Claims against the Company, not 33.95 33.95 - -
acknowledged as debts*
B. Commitments - - -
Total 3,034.32 3,034.33 0.36 0.34
*The claims against the Company primarily represent demands arising on completion of assessment proceedings under
25the Income-tax Act, 1961. These claims are on account of issues of disallowance of bad-debts, provision for bad-debts,
PF/ESI disallowances, non-payment of GST under RCM, irregular claim of ITC, irregular availment of transitional credit
by wrongly availing input tax credit on food bills. These matters are pending before various tax authorities and the
Management including its tax advisors expect that its position will likely be upheld on ultimate resolution and will not
have a material adverse effect on the Company financial position and results of operations.
For further details of the contingent liabilities (as per Ind AS 37) of our Company as on June 30, 2025, see “Restated
Consolidated Financial Information - Contingent Liabilities” on page 272.
Summary of Related Party Transactions
Summary of the related party transactions as per Ind AS 24-Related Party Disclosures is as follows:
34 Related party transaction
Relationship between the parent and its subsidiaries
Relationship N ame of the related party Country
Holding Company P edanta Technologies Private Limited India
Subsidiary Companies Excelsoft Technologies Pte Ltd Singapore
(Direct holding) Freedom to Learn Limited UK
Excelsoft Technologies Limited
UK
(formerly known as Meteor Online Learning Limited)
Enhanzed Education Private Limited India
Excelsoft Technologies Inc USA
Associate Company Examic Edtech Private Limited India
Enterprises in which KMP are Excel Education and E-learning Trust India
having control Excel Empathy Foundation India
Excel Edukate Trust India
Messier 4 Private Limited* India
TIE Mysuru Association India
Desiadda Craftsworks LLP India
Nishlaj Consultants India
List of Key Management Personnel
Key Management Personnel Late Mr. M. H. Dhananjaya F ormer Chairman and Executive Director
(KMP)
M r. Dhananjaya Sudhanva C hairman and Managing Director
Mrs. Shruthi Sudhanva Whole-time Director (w.e.f 01-Nov-2024)
Mr. Ravi Subramaniam C hief Financial Officer
Mr. Venkatesh Dayananda Company Secretary
Directors Mrs. Lajwanti Sudhanva Non-Executive Director
Mr. Colin Hughes Non-Executive Director
Mr. Shivkumar Pundaleeka Divate Independent Director
Mr. Arun Kumar Bangarpet
Independent Director
Venkataramanappa
Mrs. Desiraju Srilakshmi Independent Director
Mr. Doreswamy Palaniswamy Independent Director
Relatives of KMP Mrs. Shruthi Sudhanva
Mr. Adarsh M S
Transactions with the related parties
Year ended
Period ended Year ended Year ended
March 31,
J une 30, 2025 M arch 31, 2025 M arch 31, 2024
2023
Amount % of Amount % of Amount % of Amount % of
Related party
T ransaction (in ₹ revenue (in ₹ revenue (in ₹ revenue (in ₹ reven
n ame
million) million) million) million)
from from from ue
Operations Operations Operatio from
ns Opera
tions
Sales: Excel Education - - 42.18 1.81 50.48 2.55 26.01 1.33
Software service and E-learning
and learning Trust
26solutions Excelsoft 19.66 3.53 75.56 3.24 128.46 6.48 175.10 8.97
Technologies
Pte Ltd
Excelsoft 34.52 6.20 211.75 9.08 172.65 8.71 170.37 8.73
Technologies
Inc
Enhanzed 4.57 0.82 4.57 0.20 - - 0.57 0.03
Education
Private Limited
Rental income Excel Education - 1.05 0.05 6.23 0.31 5.93 0.30
and E-Learning
Trust
Enhanzed - - - - - - 0.48 0.02
Education
Private Limited
Remuneration Late Mr. M. H. - - - - 6.53 0.33 5.40 0.28
Dhananjaya
Mr. Dhananjaya 6.00 1.08 24.00 1.03 24.02 1.21 23.98 1.23
Sudhanva
Mrs. Shruthi 0.90 0.16 2.91 0.12 2.39 0.12 1.62 0.08
Sudhanva
Mr. Ravi 2.37 0.43 3.15 0.14 - - - -
Subramaniam
Mr. Venkatesh 1.15 0.21 4.58 0.20 0.38 0.02 - -
Dayananda
Mr. Adarsh M S 0.86 0.15 3.44 0.15 3.77 0.19 2.96 0.15
Share based - - 0.33 0.01 - - - -
Mr. Venkatesh
payments to
Dayananda
employees
Directors Sitting Mr. Arun 0.15 0.03 0.23 0.01 - - - -
Fee Kumar
Bangarpet
Venkataramana
ppa
Mr. Colin 0.15 0.03 0.15 0.01 - - - -
Hughes
Mrs. Desiraju 0.13 0.02 0.15 0.01 - - - -
Srilakshmi
Mr. Doreswamy 0.15 0.03 0.18 0.01 - - - -
Palaniswamy
Mrs. Lajwanti 0.13 0.02 0.15 0.01 - - - -
Sudhanva
Mr. Shivkumar 0.18 0.03 0.23 0.01 - - - -
Pundaleeka
Divate
Sale of Property, Excel Education - - 4.07 0.17 - - - -
plant and and E-learning
equipment Trust
Reimbursement Excelsoft 10.25 1.84 17.45 0.75 20.02 1.01 19.70 1.01
of marketing Technologies
and order Pte Ltd
securing Excelsoft 21.44 3.85 80.13 3.43 48.71 2.46 20.24 1.04
expenses Technologies
Inc
Excelsoft 6.99 1.25 4.90 0.21 - - - -
Technologies
Limited
(formerly
known as
Meteor Online
Learning
Limited)
Purchase of - - 0.67 0.03 - - - -
Enhanzed
27Property, plant Education
and equipment Private Limited
Software Enhanzed - - 5.17 0.22 - - - -
Purchase and Education
License Fee P rivate Limited
Service rendered - - 3.59 0.15 7.00 0.35 10.28 0.53
by business
Enhanzed
associates and
Education
others -
Private Limited
Outsourcing
charges
Rental expenses Late Mr. M. H. - - - - 0.25 0.01 0.34 0.02
Dhananjaya
Pedanta 3.76 0.67 19.08 0.82 - - - -
Technologies
Private Limited
Mr. Dhananjaya 0.19 0.03 0.71 0.03 0.40 0.02 0.34 0.02
Sudhanva
Business TIE Mysuru - - 1.03 0.04 - - 1.00 0.05
promotion Association
expenses Desiadda 0.01 - 1.16 0.05 - - - -
Craftsworks
LLP
Staff welfare Messier 4 - - 0.96 0.04 - - - -
expenses Private
Limited*
Desiadda - - 0.54 0.02 - - - -
Craftsworks
LLP
Corporate social - - 4.50 0.19 3.00 0.15 2.00 0.10
Excel Empathy
responsibility
Foundation
expenses
Professional Mr. Colin 1.20 0.22 3.84 0.16 3.15 0.16 5.40 0.28
consultancy fee Hughes
Travel and Mr. Colin 0.76 0.14 1.68 0.07 1.03 0.05 1.39 0.07
others Hughes
Mr. Venkatesh - - 0.04 0.00 - - - -
Dayananda
Mr. Adarsh M S - - 1.18 0.05 1.32 0.07 1.36 0.07
Reimbursement Mr. Venkatesh - - 0.15 0.01 - - - -
of expenses Dayananda
Mr. Dhananjaya - - 0.01 0.00 - - 0.02
Sudhanva 0.00
2.30 0.41 0.02 0.00 - - - -
Mr. Adarsh M S
Mr. Ravi - - 0.02 0.00 - - - -
Subramaniam
TIE Mysuru - - 1.10 0.05 0.10 0.01 - -
Donations
Association
Marketing Desiadda - - 0.36 0.02 1.24 0.06 2.09 0.11
expenses Craftsworks
LLP
Lease deposit Pedanta - - 3.98 0.17 21.49 1.08 114.12 5.85
paid Technologies
Private Limited
Lease deposit Pedanta - - 2,473.62 106.03 - - - -
received Technologies
Private Limited
Lease Liability Pedanta 2.18 0.39 10.98 0.47 - - - -
Notional Interest Technologies
Private Limited
Rental deposit Pedanta - - 17.12 0.73 - - - -
paid Technologies
Private Limited
28Sale of property, Pedanta - - 240.01 10.29 - - - -
plant and Technologies
equipment Private Limited
Salary advance Mr. Dhananjaya - - 2.25 0.10 4.00 0.20 - -
paid Sudhanva
Mr. Venkatesh - - 2.30 0.10 - - - -
Dayananda
Mr. Ravi - - 3.18 0.14 - - - -
Subramaniam
Salary advance Mr. Dhananjaya - - 2.25 0.10 4.00 0.20 - -
repaid Sudhanva
Mr. Ravi - - 0.20 0.01 - - - -
Subramaniam
Examic Edtech - - - - 0.02 0.00 - -
Disinvestment
Private Limited
Purchase of Mr. Dhananjaya - - 91.60 3.93 - - - -
equity shares of Sudhanva
Enhanzed - - 22.90 0.98 - - - -
Education M r. Adarsh M S
Private Limited
Advance paid Nishlaj - - - - 0.30 0.02 - -
C onsultants
The details of amount due to or due from related parties
As at As at As at As at
June 30, 2025 March 31, 2025 March 31, March 31, 2023
P articulars R elated party name
Amount Amount 2024 Amount Amount
( in ₹ million) (in ₹ million) (in ₹ million) (in ₹ million)
Pedanta Technologies 5.99 6.30 303.73 282.24
Lease deposit
Private Limited
Pedanta Technologies 74.55 78.09 - -
Lease Liability
Private Limited
Salary advance Mr. Venkatesh 2.30 2.30 - -
Dayananda
Mr. Ravi 2.98 2.98 - -
Subramaniam
Trade Excel Education and 17.36 17.36 37.26 31.28
receivables – E-learning Trust
Billed Excelsoft 19.91 22.93 60.29 173.63
Technologies Pte Ltd
Excelsoft 46.28 58.77 40.36 34.92
Technologies Inc
Enhanzed Education 5.39 - - -
Private Limited
Desiadda Craftsworks - - - 0.40
LLP
Trade Excelsoft 16.29 17.96 21.41 -
receivables – Technologies Pte Ltd
Unbilled Excelsoft 40.97 29.79 11.70 -
Technologies Inc
Enhanzed Education - 4.57 - -
Private Limited
Loans - credit Freedom to Learn - 2.43 2.43 2.43
impaired Limited
Reimbursement 0.05 0.15 - -
receivable Enhanzed Education
against statutory Private Limited
payments
Advance to Messier 4 Private - - 0.25 -
creditors Limited*
Expenses Enhanzed Education - 0.05 - -
payable Private Limited
29Excelsoft - 0.65 - -
Technologies Limited
(formerly known as
Meteor Online
Learning Limited)
Freedom to Learn - 0.76 1.39 -
Limited
Trade payables Enhanzed Education 0.06 - 0.14 1.89
Private Limited
Excelsoft 10.17 17.52 4.39 19.73
Technologies Pte Ltd
Excelsoft 65.55 44.25 49.04 34.57
Technologies Inc
Excelsoft 6.33 0.56 - -
Technologies Limited
(formerly known as
Meteor Online
Learning Limited)
Pedanta Technologies - 6.38 - -
Private Limited
Desiadda Crafts - 0.33 0.12 -
Works LLP
Unearned Excelsoft 1.92 5.32 - -
revenue Technologies Inc
Excelsoft 0.23 0.49 - -
Technologies Pte Ltd
Note: The company has executed Corporate Guarantee on May 06, 2024 in favour of Vistra ITCL (India) Limited on behalf
of the holding company Pedanta Technologies Private Limited towards obtaining Non-Convertible Debentures INR 3,000.00
million.
* Mr. Dhananjaya Sudhanva was the common shareholder in Messier 4 Private Limited. Mr. Dhananjaya Sudhanva's holding
in Messier 4 Private Limited was divested on November 05, 2024.
*Note: The Company Secretary, Mr. Venkatesh D, was appointed on March 01, 2024, hence the remuneration mentioned
INR 4.58 million is for the period 01-Apr-2024 to 31-Mar-2025 and INR 0.38 million is for the month March 2024. Hence,
payments made before the Company Secretary becoming Key Managerial Personnel is not disclosed.
*Note: The Chief Financial Officer, Mr. Ravi Subramaniam, was appointed on 02-Dec-2024, hence the remuneration
mentioned INR 3.15 million is for the period 02-Dec-2024 to 31-Mar-2025. Hence, payments made before the Chief
Financial Officer becoming Key Managerial Personnel is not disclosed.
Additional information pursuant to para 2 of general instructions for the preparation of consolidated financial
statements
As at June 30, 2025
Name of the entity Net Assets Share in profit or loss
as % of as % of Amount
Amount
consolidated consolidated (in ₹
( in ₹ million)
net assets profit or loss m illion)
Excelsoft Technologies Limited 96.66% 3,633.69 94.73% 56.92
Enhanzed Education Private Limited 0.29% 11.09 0.85% 0.51
Foreign Subsidiaries
Excelsoft Technologies Inc 1.93% 72.62 1.81% 1.09
Excelsoft Technologies Pte Ltd 1.29% 48.36 1.11% 0.67
Excelsoft Technologies Limited (formerly known as (0.17)% (6.27) 1.50% 0.90
Meteor Online Learning Limited)
Freedom to Learn Limited 0.00% - 0.00% -
Total 100.00% 3,759.49 100.00% 60.09
As at March 31, 2025
as % of as % of Amount
Amount
Name of the entity consolidated consolidated (in ₹
( in ₹ million)
net assets profit or loss m illion)
Excelsoft Technologies Limited 96.11% 3,568.95 97.81% 339.29
Enhanzed Education Private Limited 0.27% 9.86 0.62% 2.15
Foreign Subsidiaries
Excelsoft Technologies Inc 2.45% 90.82 1.08% 3.75
Excelsoft Technologies Pte Ltd 1.18% 43.72 0.42% 1.47
30Excelsoft Technologies Limited, UK (formerly 0.00% (0.18) 0.06% 0.21
known as Meteor Online Learning Limited, UK)
Freedom to Learn Limited (0.01)% (0.27) 0.01% 0.04
Total 100.00% 3,712.90 100.00% 346.91
As at March 31, 2024
Name of the entity Net Assets Share in profit or loss
as % of as % of Amount
Amount
consolidated consolidated (in ₹
( in ₹ million)
net assets profit or loss m illion)
Excelsoft Technologies Limited 96.10% 2,857.03 94.64% 120.70
Foreign Subsidiaries
Excelsoft Technologies Inc 1.28% 38.10 2.40% 3.06
Excelsoft Technologies Pte Ltd 2.62% 77.96 3.07% 3.91
Excelsoft Technologies Limited, UK (formerly 0.00% (0.03) 0.00% -
known as Meteor Online Learning Limited, UK)
Freedom to Learn Limited 0.00% (0.03) (0.11)% (0.14)
Total 100.00% 2,973.03 100.00% 127.53
As at March 31, 2023
Name of the entity Net Assets Share in profit or loss
as % of as % of Amount
Amount
consolidated consolidated (in ₹
( in ₹ million)
net assets profit or loss m illion)
Excelsoft Technologies Limited 98.00% 2,725.10 96.67% 216.68
Foreign Subsidiaries
Excelsoft Technologies Inc 1.55% 43.11 2.01% 4.51
Excelsoft Technologies Pte Ltd 0.53% 14.87 1.32% 2.95
Excelsoft Technologies Limited, UK (formerly (0.02)% (0.62) 0.00% -
known as Meteor Online Learning Limited, UK)
Freedom to Learn Limited (0.06)% (1.69) 0.00% -
Total 100.00% 2,780.77 100.00% 224.14
Financing Arrangements
There have been no financing arrangements whereby our Promoters, directors of our Corporate Promoter, members of
the Promoter Group, our Directors and their relatives have financed the purchase of any securities of our Company by
any other person during a period of six months immediately preceding the date of this Prospectus.
Details of pre-IPO Placement
Our Company has not undertaken any pre-IPO placement.
Weighted average acquisition price at which specified securities were acquired by our Promoters and the Selling
Shareholder in our Company in the last one year preceding the date of this Prospectus-
Sl. No Name of the Shareholder No. of Equity Share acquired Weighted Average Acquisition
price per Share (₹)*
1 Pedanta Technologies Private Limited 42,444,960 Nil^
2. Dhananjaya Sudhanva 38,206,920 Nil^
3. Lajwanti Sudhanva 11,563,500 Nil^
4. Shruthi Sudhanva 450,000 Nil^
^Allotment of Equity Shares pursuant to bonus issue.
*As certified by the Statutory Auditor, by way of his certificate dated November 22, 2025
Weighted average acquisition price at which specified securities were acquired by our Promoters and the Selling
Shareholder in the last three years preceding the date of this Prospectus-
Sl. No Name of the Shareholder No. of Equity Share acquired Weighted Average Acquisition
price per Share (₹)*
1. Pedanta Technologies Private Limited 42,444,960 Nil^
2. Dhananjaya Sudhanva 38,335,667 Nil^
313. Lajwanti Sudhanva 11,563,500 Nil^
4. Shruthi Sudhanva 457,500 Nil^
^Allotment of Equity Shares pursuant to bonus issue, transmission and gift deed, as applicable.
*As certified by the Statutory Auditor, by way of his certificate dated November 22, 2025
Average cost of acquisition for our Promoters and Selling Shareholder
The average cost of acquisition per Equity Share by our Promoters and Selling Shareholder, as at the date of this
Prospectus is:
Name of the Shareholders Category Number of Equity Shares Average cost of
held as on the date of this acquisition per Equity
Prospectus Share (in ₹)*
Pedanta Technologies Private Limited Promoter Selling 43,152,376 48.20
Shareholder
Dhananjaya Sudhanva Promoter 38,843,702 0.11
Lajwanti Sudhanva Promoter 11,756,225 0.16
Shruthi Sudhanva Promoter 457,500 0.00
*As certified by the Statutory Auditor, by way of his certificate dated November 22, 2025
For further details of the average cost of acquisition for our Promoters, see “Capital Structure” on page 114.
Weighted average cost of acquisition for all the specified securities transacted over the preceding three years, 18
months and one year preceding the date of this Prospectus:
Range of
Cap Price is ‘x’ acquisition price
Weighted average cost
times the weighted per Equity
Period of acquisition per
average cost of Share: lowest
Equity Share (in ₹)^**
acquisition*^ price – highest
price (in ₹)^
Last 18 months preceding the date of this Nil N.A. N.A.
Prospectus
Last one year preceding the date of this Nil N.A. N.A.
Prospectus
Last three years preceding the date of this Nil N.A. N.A.
Prospectus
^ As certified by the Statutory Auditor, by way of his certificate dated November 22, 2025
**Calculated excluding the shares allotted pursuant to ESOP scheme.
Issue of Equity Shares for consideration other than cash in the last one year
Other than the Bonus Issue as disclosed in “Capital Structure” on page 113, our Company has not issued any Equity
Shares for consideration other than cash in the one year preceding the date of this Prospectus. The details of the Bonus
Issue are as disclosed below:
Date of allotment Number of Face value Offer price Form of Reasons for Benefits Accrued
Equity Shares per Equity per Equity Consideration Allotment to our Company,
allotted Share (₹) Share (₹) if any
December 02, 2024 98,443,440 10 NA Bonus Issue Allotment in Nil
the ratio of
sixty (60)
Equity Shares
for every One
(1) Equity
Shares held by
way of bonus
issue
For further details, see “Capital Structure” on page 113.
32Split / Consolidation of Equity Shares in the last one year
Our Company has not undertaken a split or consolidation of the Equity Shares in the one year preceding the date of this
Prospectus.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company has not made any application under Regulation 300(1)(c) of the SEBI ICDR Regulations for seeking an
exemption from complying with any provisions of securities laws by SEBI as on the date of this Prospectus.
33CERTAIN CONVENTIONS, CURRENCY OF PRESENTATION, USE OF FINANCIAL INFORMATION AND
MARKET DATA
Certain Conventions
All references to “India” in this Prospectus are to the Republic of India and its territories and possession and all references
herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State Government” are to the
Government of India, central or state, as applicable.
All references herein to the “US”, the “U.S.” or the “United States” are to the United States of America and its territories
and possessions.
All references in this Prospectus to “UK” are to the United Kingdom and its territories and possessions.
All references in this Prospectus to “Singapore” are to the Republic of Singapore.
Page Numbers
Unless stated otherwise, all references to page numbers in this Prospectus are to the page numbers of this Prospectus.
Financial Data
Unless stated otherwise or the context requires otherwise, the financial information and financial ratios in this Prospectus
have been derived from our Restated Consolidated Financial Information.
The Restated Consolidated Financial Information included in this Prospectus, the restated Ind AS summary consolidated
statement of assets and liabilities for the three months period ended June 30, 2025 and as at financial years ended March
31, 2025, March 31, 2024 and March 31, 2023, the restated Ind AS summary statements of profit and loss consolidated
statements of profit and loss (including other comprehensive income), the restated consolidated statement of cash flows
and the restated consolidated statement of changes in equity for the three months period ended June 30, 2025 and for the
financial years ended March 31, 2025, March 31, 2024 and March 31, 2023. Our Restated Consolidated Financial
Information are prepared by the Company in accordance with the requirements of Section 26 of Part I of Chapter III of
the Companies Act, 2013, relevant provisions of the SEBI ICDR Regulations, and the Guidance Note on Reports on
Company Prospectuses (Revised 2019) issued by the ICAI.
For further information on our Company’s financial information, see “Restated Consolidated Financial Information” on
page 272.
Our Company’s financial year commences on April 01 of the immediately preceding calendar year and ends on March
31 of that particular calendar year; accordingly, all references to a particular financial year or fiscal, unless stated
otherwise, are to the 12 months period commencing on April 01 of the immediately preceding calendar year and ending
on March 31 of that particular calendar year. Reference in this Prospectus to the terms Financial Year or Fiscal or Fiscal
Year is to the 12 months ended on March 31 of such year, unless otherwise specified.
The degree to which the financial information included in this Prospectus has provided meaningful information is entirely
dependent on the reader’s level of familiarity with Indian accounting policies and practices, Ind AS, the Companies Act
and SEBI ICDR Regulations. Any reliance by persons not familiar with the aforementioned policies and laws on the
financial disclosures presented in this Prospectus should be limited. There are significant differences between Ind AS,
Indian GAAP, and IFRS. Our Company does not provide a reconciliation of its financial statements with Indian GAAP
or IFRS requirements. Our Company has not attempted to explain those differences or quantify their impact on the
financial data included in this Prospectus and it is urged that you consult your own advisors regarding such differences
and their impact on our financial data. For further details in connection with risks involving differences between Ind AS
and other accounting principles, see “Risk Factors – Significant differences exist between Ind AS and other accounting
principles, such as Indian GAAP, IFRS and U.S. GAAP, which may be material to investors’ assessments of our financial
condition, result of operations and cash flows” on page 84.
Unless the context otherwise requires or indicates, any percentage amounts (excluding certain operational metrics), as set
forth in “Risk Factors”, “Our Business”, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on pages 39, 194 and 346, respectively, and elsewhere in this Prospectus have been derived from the Restated
Consolidated Financial Information.
In this Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding
off. Except as otherwise stated, all figures in decimals have been rounded off. In certain instances, the sum or percentage
change of such numbers may not conform exactly to the total figure given and the sum of the numbers in a column or row
34in certain tables may not conform exactly to the total figure given for that column or row. All figures in decimals have
been rounded off to the second decimal.
Further, any figures sourced from third-party industry sources may be rounded off to other than two decimal points to
conform to their respective sources.
Non-GAAP Measures
Certain non-GAAP measures such as EBITDA, EBITDA Margin, Capital Employed, Return on Capital Employed,
Return on Equity, net debt, total borrowings and debt to equity ratio, Net Worth and Return on Net Worth and net asset
value per equity share (“Non-GAAP Measures”) presented in this Prospectus are a supplemental measure of our
performance and liquidity that are not required by, or presented in accordance with, Ind AS, Indian GAAP, or IFRS.
Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, Indian
GAAP, or IFRS and should not be considered in isolation or construed as an alternative to cash flows, profit / (loss) for
the year / period or any other measure of financial performance or as an indicator of our operating performance, liquidity,
profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS,
Indian GAAP, or IFRS. In addition, these Non-GAAP Measures are not a standardised term and, therefore, a direct
comparison of similarly titled Non-GAAP Measures between companies may not be possible. Other companies may
calculate the Non-GAAP Measures differently from us, limiting their usefulness as a comparative measure. Although the
Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards,
our Company’s management is of the view that they are useful to an investor in evaluating us because these are widely
used measures to evaluate a company’s operating performance. See “Risk Factors- Significant differences exist between
Ind AS and other accounting principles, such as Indian GAAP, IFRS and U.S. GAAP, which may be material to investors’
assessments of our financial condition, result of operations and cash flows” on page 84.
Currency and Units of Presentation
All references to:
“Rupees” or “INR” or “Rs.” or “₹” are to the Indian Rupee, the official currency of India; and
“USD” or “US$” or “$” or “U.S. Dollar” are to the United States Dollar, the official currency of the United States of
America.
“GBP” or “UK£” or “£” are to the Pound Sterling, the official currency of the United Kingdom.
“SGD” or “S$” are to the Singapore Dollar (SGD), the official currency of the Republic of Singapore.
Except otherwise specified, our Company has presented certain numerical information in this Prospectus in “Million” and
“million units”. One lakh represents 100,000 and one million represents’ 10 lakhs’ or 1,000,000.
Figures sourced from third-party industry sources may be expressed in denominations other than million or may be
rounded off to other than two decimal points in the respective sources, and such figures have been expressed in this
Prospectus in such denominations or rounded-off to such number of decimal points as provided in such respective sources.
Time
All references to time in this Prospectus are to Indian Standard Time. Unless indicated otherwise, all references to a year
in this Prospectus are to a calendar year.
Exchange Rates
This Prospectus contains conversions of certain other currency amounts into Indian Rupees that have been presented
solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that
these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Indian
Rupee and other foreign currencies:
Currency For the three months period Fiscal 2025 Fiscal 2024 (₹) Fiscal 2023 (₹)
ended June 30, 2025
1 USD 85.54 85.45 83.37 82.22
1 SGD 67.38 63.54 61.78 61.82
351 GBP 117.47 110.17 105.29 101.87
(Source: www.fbil.org.in; www.rbi.org.in;and www.xe.com)
Industry and Market Data
Unless stated otherwise, industry and market data used in this Prospectus has been obtained or derived from the report
titled “Report on the Global Assessment and Learning & Development Market” dated October 24, 2025 prepared by
Arizton Advisory and Intelligence (“Arizton”), who was appointed by our Company on February 07, 2024 through Sirius
Management Consulting which is a part of Arizton Advisory & Intelligence (the “Arizton Report”) and publicly available
information as well as other industry publications and sources. The Arizton Report has been commissioned by our
Company exclusively for the purposes of the Offer for an agreed fee. Further, it is clarified that Arizton is not related to
our Company, our Promoters or our Directors. For further details in relation to risks involving the Arizton Report, see
“Risk Factors – Specific sections of this Prospectus disclose information from an industry report commissioned by us
from Arizton, which is an independent third-party entity and is not related to the Company, its Promoters or Directors in
any manner whatsoever. Any reliance on such information for making an investment decision in the Offer is subject to
inherent risks.” on page 78. Commissioned Arizton Report is also available on the website of our Company at
www.excelsoftcorp.com.
Industry publications generally state that the information contained in such publications has been obtained from publicly
available documents from various sources believed to be reliable but their accuracy, adequacy and completeness or
underlying assumptions are not guaranteed and their reliability cannot be assured. Accordingly, no investment decisions
should be made based on such information, although our Company is of the view that the industry and market data used
in this Prospectus is reliable. The excerpts of the Arizton Report are disclosed in the Offer Documents and there are no
parts, information, data (which may be relevant for the proposed Offer), left out or changed in any manner. Data from
these sources may also not be comparable. 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 and assumptions that may prove to be incorrect.
Disclaimer of Arizton
Arizton Report has been prepared for the proposed initial public offering of equity shares by our Company. This study
has been undertaken through extensive primary and secondary research, which involves discussing the status of the
industry with leading market participants and experts, and compiling inputs from publicly available sources, including
official publications and research reports. Estimates provided by Arizton Advisory & Intelligence (“Arizton”) and its
assumptions are based on varying levels of quantitative and qualitative analyses, including industry journals, company
reports and information in the public domain.
Arizton has prepared this study in an independent and objective manner, and it has taken all reasonable care to ensure
its accuracy and completeness. We believe that this study presents a true and fair view of the industry within the limitations
of, among others, secondary statistics and primary research, and it does not purport to be exhaustive. The results that
can be or are derived from these findings are based on certain assumptions and parameters/conditions. As such, a blanket,
generic use of the derived results or the methodology is not encouraged. Forecasts, estimates, predictions, and other
forward-looking statements contained in this report are inherently uncertain because of changes in factors underlying
their assumptions, or events or combinations of events that cannot be reasonably foreseen. Actual results and future
events could differ materially from such forecasts, estimates, predictions, or such statements.
In making any decision regarding the transaction, the recipient should conduct its own investigation and analysis of all
facts and information contained in the prospectus of which this report is a part and the recipient must rely on its own
examination and the terms of the transaction, as and when discussed.
The recipients should not construe any of the contents in this report as advice relating to business, financial, legal,
taxation or investment matters and are advised to consult their own business, financial, legal, taxation, and other advisors
concerning the transaction.
See “Risk Factor-Specific sections of this Prospectus disclose information from an industry report commissioned by us
from Arizton Advisory and Intelligence, which is an independent third-party entity and is not related to the Company, its
Promoters or Directors in any manner whatsoever. Any reliance on such information for making an investment decision
in the Offer is subject to inherent risks”.
36FORWARD LOOKING STATEMENTS
This Prospectus contains certain statements which are not statements of historical facts and may be described as “forward-
looking statements”. These forward-looking statements include statements which can generally be identified by words or
phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”, “shall”, “could”, “expect”,
“estimate”, “intend”, “may”, “likely” “objective”, “plan”, “project”, “propose”, “seek to”, “will”, “will continue”,
“will likely”, “will pursue” or other words or phrases of similar import. Similarly, statements that describe our
Company’s strategies, objectives, plans or goals are also forward-looking statements. All statements regarding our
expected financial conditions, results of operations, business plans and prospects are forward-looking statements. These
forward-looking statements include statements as to our business strategy, plans, revenue and profitability (including,
without limitation, any financial or operating projections or forecasts) and other matters discussed in this Prospectus that
are not historical facts. However, these are not the exclusive means of identifying forward looking statements.
These forward-looking statements are based on our current plans, estimates and expectations and actual results may differ
materially from those suggested by such forward-looking statements. All forward-looking statements are subject to risks,
uncertainties, expectations and assumptions about us that could cause actual results to differ materially from those
contemplated by the relevant forward-looking statement.
Actual results may differ materially from those suggested by the forward-looking statements due to risks or uncertainties
associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the industry in which
our Company operates and our ability to respond to them, our ability to successfully implement our strategy, our growth
and expansion, technological changes, our exposure to market risks, general economic and political conditions in India
and globally which have an impact on our business activities or investments, the monetary and fiscal policies of India,
inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices,
the performance of the financial markets in India and globally, changes in laws, regulations, taxes, changes in competition
in our industry and incidents of any natural calamities and/or acts of violence. Certain important factors that could cause
actual results to differ materially from our Company’s expectations include, but are not limited to, the following:
1. Our business depends on the strength of our brand and reputation. Failure to maintain and enhance our brand and
reputation, and any negative publicity and allegations in the media against us, may materially and adversely affect
the level of market recognition of, and trust in, our services, which could result in a material adverse impact on our
business, financial condition, results of operations and prospects.
2. Our business is dependent on the sale of products of our customers. The loss of one or more such customers or a
reduction in demand for their products could adversely affect our business, results of operations, financial condition
and cash flows.
3. Our inorganic growth strategy includes evaluating opportunities for strategic alliances, partnerships, investments,
acquisitions and rebranding of acquired business.
4. Trends in the higher education market and the market for online education, and expectations for growth in those
markets;
5. The acceptance, adoption, and growth of online learning and certification by businesses, governments, educational
institutions, faculty, learners, employers, accreditors, and state and federal licensing bodies;
6. Our ability to expand the content and certification programs available on our platform and our ability to develop new
platform features;
7. Our ability to expand program offerings with existing partners and new partners;
8. Our ability to acquire prospective learners and to affect or increase learner enrolment and retention;
9. The demand for, and market acceptance of, our platform;
10. Our success depends upon our ability to formalize and operationalize effective business and growth strategy. Our
inability to manage our business and growth strategy could have a material adverse effect on our business, financial
condition and results of operations.
For further discussion of factors that could cause the actual results to differ from our estimates and expectations, see “Risk
Factors”, “Industry Overview”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on page 39, 162, 194 and 346, respectively. By their nature, certain market risk disclosures are
37only estimates and could be materially different from what actually occurs in the future. As a result, actual gains or losses
could materially differ from those that have been estimated.
Forward-looking statements reflect the current views of our Company as of the date of this Prospectus and are not a
guarantee of future performance. These statements are based on the management’s beliefs, assumptions, current plans,
estimates and expectations, which in turn are based on currently available information. Although, the assumptions upon
which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate,
and the forward-looking statements based on these assumptions could be incorrect.
We cannot assure 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 future performance.
Neither our Company, our Directors, our KMPs, our Promoters, the Selling Shareholder, the BRLM, the Syndicate
Members nor any of their respective affiliates or advisors have any obligation to update or otherwise revise any statements
reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the
underlying assumptions do not come to fruition. In accordance with the requirements under the SEBI ICDR Regulations,
our Company will ensure that investors in India are informed of material developments pertaining to our Company and
the Equity Shares from the date of this Prospectus until the time of the grant of listing and trading permission by the Stock
Exchanges. The Selling Shareholder shall ensure (through our Company and the BRLM) that the investors are informed
of material developments in relation to statements specifically confirmed or undertaken by the Selling Shareholder in the
Draft Red Herring Prospectus, the Red Herring Prospectus and this Prospectus until the time of the grant of listing and
trading permission by the Stock Exchanges. Only statements and undertakings which are specifically confirmed or
undertaken by the Selling Shareholder, as the case may be, in this Prospectus shall be deemed to be statements and
undertakings made by the Selling Shareholder.
38SECTION II – RISK FACTORS
An investment in the Equity Shares involves a high degree of risk. You should carefully consider all of the information in
this Prospectus, including the risks and uncertainties described below, before making an investment in the Equity Shares.
In making an investment decision, you must rely on your own examination of our Company and the terms of the Offer,
including the risks involved, and you should also consult your tax, financial and legal advisors about the particular
consequences to you for an investment in the Equity Shares.
We have described the risks and uncertainties that our management believes are material, but these risks and
uncertainties are not the only risks that we face. If any or a combination of the following risks actually occur, or if any
of the risks that are currently not known or deemed to be not relevant or material now actually occur or become material
in the future, our business, prospects, financial condition and results of operations could suffer, the trading price of the
Equity Shares could decline, and you may lose all or part of your investment. To obtain a more detailed understanding
of our business and operations, please read this section in conjunction with the sections titled “Our Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 194 and 346,
respectively, as well as other information contained in this Prospectus.
Unless otherwise indicated, industry and market data used in this section has been derived from a report titled ‘Report
on the Global Assessment and Learning & Development Market’ dated October 24, 2025, by Arizton Advisory and
Intelligence (“Arizton Report”) which is exclusively prepared for the purpose of the Offer and issued by Arizton Advisory
and Intelligence and commissioned for an agreed fee and paid for by our Company engaged through Sirius Management
Consulting which is a part of Arizton Advisory & Intelligence, available on the website of our company at
www.excelsoftcorp.com. For further details and risks in relation to the Arizton Report, see “Risk Factors – Specific
sections of this Prospectus disclose information from an industry report commissioned by us from Arizton Advisory and
Intelligence, which is an independent third-party entity and is not related to the Company, its Promoters or Directors in
any manner whatsoever. Any reliance on such information for making an investment decision in the Offer is subject to
inherent risks" on page 78. Further, the Arizton Report was prepared on the basis of information as of specific dates and
opinions in the Arizton Report may be based on estimates, projections, forecasts and assumptions that may be as of such
dates. Arizton Advisory and Intelligence has prepared this study in an independent and objective manner, and it has taken
all reasonable care to ensure its accuracy and has further advised that it has taken due care and caution in preparing the
Arizton Report based on the information obtained by it from sources which it considers reliable. Unless otherwise
indicated, financial, operational, industry and other related information derived from the Arizton Report and included
herein with respect to any particular year refers to such information for the relevant calendar year. A copy of the Arizton
Report was made available on the website of our Company from the date of the Red Herring Prospectus until the Bid/
Offer Closing Date. There can be no assurance that such third-party statistical, financial and other industry information
is either complete or accurate. Also see “Certain Conventions, Currency of Presentation, Use of Financial, Information
and Market Data” on page 34 of this Prospectus. We have, in this Prospectus, also included various operational and
financial performance indicators, some of which may not be derived from our Restated Consolidated Financial
Information. The manner in which, such operational and financial performance indicators are calculated and presented,
and the assumptions and estimates underlying, and used in such calculation, may vary from that used by other similarly
placed companies in India and other jurisdictions.
This Prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could
differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the
considerations described below and elsewhere in this Prospectus. For details, see “Forward-Looking Statements” on
page 37 of this Prospectus. Unless otherwise indicated, all financial information included herein are based on our
Restated Consolidated Financial Information included elsewhere in this Prospectus.
1. Our revenue from Pearson Education Group accounted for 59.24%, 58.79%, 46.51% and 41.89% of our total
revenue on a consolidated basis for the three months period ended June 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal
2023. Any termination of the contract entered into with Pearson Education Group may decrease our revenues or any
loss of business from Pearson Education Group may adversely affect our business, financial condition, cash flows and
results of operations.
We derive a significant portion of our revenue from our client Pearson Education Group. Our revenue from Pearson
Education Group accounted for 59.24%, 58.79%, 46.51% and 41.89% of our total revenue on a consolidated basis for the
three months period ended June 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023 which amounted to ₹ 330.05 million,
₹ 1,371.51 million, ₹ 922.19 million and ₹ 817.23 million, respectively.
Under the terms of our agreements with Pearson Education Group, they may exercise the option to terminate such contract
39with cause or without cause at short notice. The agreements entered into between us and the Pearson Education Group are
generally long term in nature and are approximately for a period of 10 years which are renewable for another 10 years or
in some cases terminable at the option of each party. These agreements can be terminated by Pearson Education Group
either in case of any-
a) breach by the Company and the same is not cleared within a period of 60 (sixty) days;
b) if the Company becomes insolvent or any proceeding regarding bankruptcy, insolvency or debtors’ relief law, or if
the Company is liquidated or dissolved;
c) in the event of a force majeure event that is not rectified within 30 (thirty) days of its occurrence; and
d) can terminate the contract at will.
If we fail to meet our contractual obligations in a timely manner, or at all, our customers may be entitled to liquidated
damages or may terminate the contract with no further liability or obligation to us. This could have an impact on our
financial condition and results of operations.
Additionally, Pearson Education Group may also replace us with our competitors or replace their existing products with
alternative products which we do not supply. While no such events have occurred in the three months period ended June
30, 2025 last three Fiscals, there can be no assurance that these events may not occur in the future. We cannot assure you
that we will be able to maintain historic levels of business from Pearson Education Group or our other key customers, or
that we will be able to significantly reduce customer concentration in the future, all of which could have an impact on our
business prospects and financial performance
Consequently, factors that adversely affect the quality of our services, or our position or reputation as a provider of such
SaaS product services may adversely affect our business and profitability. See the Risk Factor titled “Our ability to retain
the customers is heavily dependent upon various factors including our reputation and our ability to maintain a high level
of service quality including our satisfactory performance for the customers. During the three months period ended June
30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023 we have lost 2, 6,12 and 15 number of customers forming 2%, 8%,
13% and 16% of our total customer base, respectively. Any failure by us to retain or attract customers may impact its
business and revenues.” in this section on page 45 of this Prospectus for a description of the risks in the Information
Technology and SaaS industry. The loss of Pearson Education Group for any reason (including due to failure to negotiate
acceptable terms or due to potential disputes with customers) could have an adverse effect on our business, results of
operations and financial condition.
2. Our Company has provided a corporate guarantee that forms a substantial portion of our contingent liabilities
which stands at 79.80% of our Net Worth as on June 30, 2025 to secure the Non-Convertible Debentures (“NCDs”)
issued by our Corporate Promoter, which if invoked due to a failure of our Corporate Promoter to repay the loan, may
adversely affect the Net Worth of our Company
Our Company has provided a corporate guarantee in favour of Vistra ITCL (India) Limited (Debenture Trustee) vide a
Deed of Corporate Guarantee dated May 06, 2024 in relation the NCDs issued by our Corporate Promoter vide a debenture
trust deed dated May 06, 2024, under which Pedanta Technologies Private Limited has allotted 30,000 secured, unlisted,
redeemable debentures, non-convertible, each bearing a face value of ₹ 0.10 million aggregating to ₹3,000.00 million vide
term sheet dated March 01, 2024 with Investec Bank PLC being the lender (“Lender”). Such corporate guarantee
amounting to ₹ 3,000.00 million forms a substantial portion of our contingent liabilities which stands at ₹ 3,034.32 million
constituting to 79.80% of our Net Worth i.e., ₹ 3,759.49 million, as at June 30, 2025.
In the event of any default in the repayment by our Corporate Promoter to the Lender, our Company as a corporate guarantor
shall be liable to settle the claims of the lenders and to repay amounts outstanding under such facilities and such obligation,
if invoked, would adversely affect the Net Worth of our Company to that extent.
3. There have been delays in our filings with the Authorised Dealer/RBI under regulations issued under the Foreign
Exchange Management Act, 1999 (“FEMA”). While we have made the required filings as on date of this Prospectus,
we cannot assure that RBI will not impose any further penalty on our Company as per their discretion for such
contravention of the provisions of the Foreign Exchange Management Act, 1999 and delayed filings of the APRs and
any such further imposition of penalty or fine may have an impact on our business and financial condition, which
may adversely impact our financial condition
Pursuant to allotments made by our Company under ESOS 2008 and ESOS 2023, our Company did not file form ‘ESOP’
pursuant to the Foreign Exchange Management Act, 1999. The Company granted stock options to few Non-Resident
Indian Employees, as well as Non-Resident Employees of Indian Origin and Overseas Citizens of India (“OCI”) card
holders, who remitted monies towards exercise of their options in INR from their bank accounts maintained in India, on
a non-repatriable basis. The Company has received an email from RBI dated September 03, 2025 approving the late filing
of form ‘ESOP’ subject to payment of a late submission fee of ₹ 7,600/-. The Company has made such payment on
September 09, 2025.
40The details of delays in filing of Annual Performance Reports (“APR”) for our Company’s investments in our wholly
owned subsidiaries are as follows: -
Name of the Subsidiary Period Period of Delay (No. of Reason
days)
Meteor Online Learning Fiscal 2019 1 Due to the effects of
Limited (UK) (formerly COVID-19 global
known as CycloneHaven pandemic
UK) Fiscal 2020 365 Due to the effects of
COVID-19 global
pandemic
Freedom to Learn Fiscal 2020 365 Due to the effects of
COVID-19 global
pandemic
Excelsoft Technologies Pte. Fiscal 2020 365 Due to the effects of
Ltd COVID-19 global
pandemic
Though, the Company has made the required payment of a late submission for the aforesaid Form ESOP non-compliance
and delayed filing of the APR as directed by RBI, we cannot assure that the regulatory authorities will not impose any
further penalty on our Company as per their discretion for such contravention of the provisions of the Foreign Exchange
Management Act, 1999, and any such further imposition of penalty or fine may have an impact on our business and
financial condition.
As on the date of this Prospectus, while there has been no regulatory proceedings or actions initiated against us in relation
to the aforementioned, we cannot assure you that there will not be any delay in such filings in the future and that we will
not be subject to legal proceedings, regulatory action or penalties imposed by any regulatory authorities in this respect,
which may adversely affect our business, financial condition, results of operations and reputation.
4. A portion of the Net Proceeds may be utilised for purchasing land as a part of the Objects of the Offer for which
we have not entered into definitive agreements.
As described in the “Objects of the Offer – Funding of capital expenditure for purchase of land and construction of new
building at the Mysore Property.” on page 125, we intend to use a portion of the proceeds from the Offer towards payment
of consideration for purchasing the plot bearing No.1- C- Part, measuring an extent of 10,113,00 square feet in the
Hootagalli Industrial Area, situated in survey no.83 of Hootagalli Village , Kasaba Hobli, Mysore Taluk, Mysore District
(“Mysore Property”) and propose to utilise an amount of ₹ 380.00 million from the Net Proceeds towards such
acquisition of the Schedule Property from Twiga Bricks Industry, a proprietary concern (“Vendor”) on which we plan to
develop a new facility. For the purpose of purchasing the Mysore Property for the construction of a new building, we
have entered into an agreement for sale with the Vendor dated January 30, 2025 for a total consideration of ₹ 380.00
million (excluding stamp duty, GST, legal fees etc.,). Our Company has paid advances towards the total consideration
amounting to ₹ 2.00 million on January 31, 2025. The agreement for sale has been registered with the Sub-Registrar
Mysore, North and stamp duty has been paid on the total consideration of ₹ 380.00 million. Subsequently, the parties
entered into two supplementary agreements dated May 22, 2025 and September 29, 2025 to the agreement for sale, vide
which an amount of ₹ 100.00 million was paid on May 22, 2025 and the timeline to pay the balance amount of ₹ 278.00
million (excluding stamp duty, GST, legal fees etc.,) was extended to November 30, 2025 vide the supplementary
agreement dated September 29, 2025. Further, upon receipt of the outstanding purchase consideration amounting to ₹
278.00 million (excluding payment towards stamp duty, registration and transfer charges), which is proposed to be paid
from the Net Proceeds, the Vendor shall execute a sale deed in favour of our Company in terms of the agreement for sale.
Only after the proposed sale deed is executed, our Company will become the registered owner of the Mysore Property we
plan to develop. In case our Company is unable to conclude such agreement or commitments as per terms acceptable to
us, our Company will have to undertake the procedure for variations in the objects of the Offer as per applicable law. The
Vendor is a third party and the Company and its Promoters, directors and subsidiaries have no relationship with them
directly or indirectly.
Our management estimates may differ from the value that would have been determined by third party appraisals, which
may require us to reschedule or reallocate our expenditure, subject to applicable laws, and may have an adverse impact
on our business, financial condition, cash flows and results of operations. For details, see “Risk Factors-The Objects of
the Offer have not been appraised by any bank or financial institution. Our funding requirements and proposed
deployment of the Net Proceeds are based on management estimates and may be subject to change based on various
factors, some of which may be beyond our control. Any variation in the utilization of the Net Proceeds or in the terms of
41the conditions as disclosed in this Prospectus would be subject to compliance requirements, including prior shareholders’
approval on page 78.
5. If our Company is unable to keep pace with technological changes, develop or innovate our service offerings to
address emerging business demands, technological trends and evolving industry standards, our business and financial
condition may be adversely affected.
The Information Technology and SaaS industry is characterized by rapid technological changes, evolving industry
standards, changing client preferences, and new service introductions that could result in technology obsolescence. Our
industry is characterized by periodic technological changes, new equipment and methodologies. Our continued success
depends on our ability to anticipate changing industry trends and identify, enhance our existing offerings or develop and
market new value-added services that meet the business demands, to continually enhance our equipment and technologies
in a timely and cost-effective manner.
We invest resources in research and development to stay abreast of technology developments so that we may continue to
deliver service offerings that will improve our efficiency and customer satisfaction. Our ability to develop and implement
up-to-date solutions utilizing new technologies that meet evolving customer needs in areas such as artificial intelligence
and automation in a timely or cost-effective manner, will impact our ability to retain and attract customers. Our
competitors may develop solutions or services that compete with our offerings or may force us to decrease prices on our
services, which can result in lower margins
Developing new methodologies, services, use of advance technology, in a timely and cost-effective manner may be
difficult. Our assessment of the market and evolving customer preferences may not lead to new services that are
commercially successful. We may also experience delays or failures in any stage of our service development, introduction
or implementation. Our competitors may be more efficient at developing new services and may introduce those services
to the market before us. The research, design and development of new services may also require significant resources,
including financial and management time and attention. In addition, we incur additional expenses in training and
upskilling our employees to keep pace with emerging business demands and continuing changes in technology. Our
training and research and development expenditures may not yield a sustained customer base and increased revenue from
operations thereby hampering our growth prospects.
In the event that our Company is unable to anticipate and respond to the demand for new services and products driven by
new technologies in a timely and cost-effective basis and to adapt to technological advancements and changing standards,
we may be unable to compete effectively, which could adversely affect our business, financial condition and results of
operations. Furthermore, the implementation of such initiatives may result in increased competition from existing and
new players which may adversely affect our ability to acquire and retain customers. While we may explore new revenue
streams or cost-cutting measures to mitigate this risk, there is no assurance that such efforts will be successful. If our
Company is unable to develop new services in a timely manner to meet market demand, or if there is insufficient demand
for our services, our business, financial condition, results of operations and prospects may be materially and adversely
affected.
6. Our services may contain coding or configuration errors or other defects that could harm our reputation, be
expensive to correct, delay revenues, and expose us to litigation.
Our services are fairly complex, despite testing prior to the release and throughout the lifecycle of any service, coding or
configuration errors can impact their function, performance and security, and result in negative consequences. Any real
or perceived defects, errors, failures, bugs or vulnerabilities could result in negative publicity, retention issues,
performance issues and client terminations and may impair our ability to engage client for our solutions and services in
the future. Some errors, bugs or vulnerabilities inherently may be difficult to detect and may only be discovered after
code has been released for external or internal use. Errors may be found in new software products or services or
improvements to existing products or services after delivery to our customers. If these defects are discovered after the
release of such products to our customers, we may not be able to successfully correct such errors in a timely manner. In
addition, despite the extensive tests we conduct on all our software products and services, we may not be able to fully
simulate the environment in which our products and services will operate in the customers’ ecosystem and, as a result,
we may be unable to adequately detect the design defects or software errors which may become apparent only after the
products are used in an end-user's environment, and users have transitioned to our services. The occurrence of errors,
defects and failures in our software products and services could result in the delay or the denial of market acceptance of
our products and alleviating such errors and failures may require us to incur significant expenditure.
Customers often use our services for critical business processes and as a result, any defect or disruption in our products
and solutions, any data breaches or misappropriation of proprietary information, or any error in execution, including
human error or third-party activity such as denial of service attacks or hacking, may harm our quality. The errors in or
failure of our software products and services could also result in us losing customer transaction documents and other
42customer files, causing significant customer dissatisfaction and possibly giving rise to claims for monetary damages and
litigations. We have not had any past instances related to coding or configuration errors that have harmed our reputation,
have been expensive to correct, delayed our revenues or have exposed us to any litigation. However, we cannot assure
that we may not face such instances in the future. The harm to our reputation resulting from such product and service
errors and failures may be materially damaging. For further details of our business, please refer to chapter titled “Our
Business” beginning on page 194 of this Prospectus.
7. We have incurred indebtedness which exposes us to various risks which may have an effect on our business and
results of operations.
Our ability to borrow and the terms of our borrowings will depend on our financial condition, the stability of our cash
flows, general market conditions, economic and political conditions in the markets where we operate and our capacity to
service debt. As on September 30, 2025, our total outstanding indebtedness was ₹ 379.00 million, the details of which are
as below:
Particulars As at and for the three As at and for the As at and for the As at and for the
months period ended year ended year ended March year ended March
June 30 2025 March 31, 2025 31, 2024 31, 2023
Debt to Equity Ratio 0.10 0.07 0.26 0.42
Interest Coverage Ratio 9.48 14.03 2.82 3.23
Our significant indebtedness in future may result in substantial amount of debt service obligations which could lead to:
a. increasing our vulnerability to general adverse economic, industry and competitive conditions;
b. limiting our flexibility in planning for, or reacting to, changes in our business and the industry;
c. affecting our credit rating;
d. limiting our ability to borrow more money both now and in the future; and
e. increasing our interest expenditure and adversely affecting our profitability.
If the loans are recalled on a shorter notice, we may be required to arrange for funds to fulfil the necessary requirements.
The occurrence of these events may have an effect on our cash flow and financial conditions of the company. For further
details regarding our indebtedness, see “Financial Indebtedness” on page 377 of this Prospectus.
8. Our insurance coverage for the previous 3 Fiscals is not 100% of the assets of our Company and thereby may not
adequately protect us against operating hazards and this may have an adverse impact on our business.
We maintain a comprehensive set of insurance policies, which are renewable every year. These policies include insurance
coverage for fixed assets, cyber security, professional indemnity and personal accident policies for our employees. Our
existing insurance may, however not be sufficient to cover all damages, whether foreseeable or not. Further, while we
maintain insurance against professional errors and negligence for the services, there is no certainty that such insurance
will be adequate to cover any damage or loss suffered by us, or that such coverage will continue to be available on
reasonable terms or will be available in sufficient amounts to cover one or more large claims, or that the insurer will not
disclaim coverage as to any future claim as our Company is subject to deductibles, exclusions and limitations on risk
coverage and claims.
Amount of Assets as at August
Particulars % of total Assets
31, 2025 (in ₹ million)
Insured Assets 162.39 93.52
Uninsured Assets 11.25 6.48
Total Assets 173.64 100
The insurance cover on assets of the Company as on August 31, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023 is as
follows:
(In ₹ million, except percentage)
For the period
Particulars ended August 31, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Amount of Assets* 173.64 181.78 491.32 468.16
Amount of Assets Insured 162.39 180.65 432.37 416.65
Amount of Sum Insured (Coverage) 159.31 173.35 390.02 375.30
Insurance Coverage % 98.00 96.00 90.00 90.00
*Assets include Property, Plant and Equipment only.
43The details with respect to the claims made by the Company and the respective settlement amounts is as follows:
Period Claims made by the Company Settlement amounts
(in ₹ million) (in ₹ million)
For the period ended August 31, 2025 Nil Nil
Fiscal 2025 Nil Nil
Fiscal 2024 Nil Nil
Fiscal 2023 1.00 0.51
It is imperative in our business that adequate insurance coverage is taken. As at August 31, 2025, we have insurance
coverage for ₹ 159.31 million. Notwithstanding the complete insurance coverage that we carry, there may be a possibility
that we may not be fully insured against business risks and to the extent required. There are many events that could
significantly impact our operations, or expose us to third-party liabilities, for which we may not be adequately insured.
There can be no assurance that any claim under the insurance policies maintained by us will be honoured fully, in part, or
on time. For details of our insurances, see “Our Business” on page 215 of this Prospectus.
9. We face risks associated with currency exchange rate fluctuations.
We transact business in various currencies other than the Indian rupee and have significant customers abroad, which
subject us to currency exchange risks as we export our services and receive sale proceeds in foreign currency and also
have foreign subsidiaries. Our reporting currency is in Indian rupees, and we transact a significant portion of our business
in several other currencies, primarily the U.S. Dollar, the British Pound, and the Singapore Dollar. Accordingly, changes
in exchange rates may have a material adverse effect on our profitability and margins. A portion of our revenues and
expenses are denominated in foreign currency and we face foreign exchange rate risk to the extent of our revenue, and
expenses that are denominated in a currency other than the Indian Rupee. Set out in the table below is our revenues
denominated in foreign currency:
For the three months
period ended June 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Currency Amount
% of Amount % of Amount % of Amount
(₹ in % of Total
FCY Total FCY (₹ in Total FCY (₹ in Total FCY (₹ in
million) sales
sales milli on) sales milli on) sales milli on)
USD 4.04 345.27 61.97 6.21 1,491.40 63.93 13.38 1,138.45 57.41 15.95 1,285.00 65.86
GBP 1.14 134.21 24.09 4.92 500.87 21.47 3.98 396.21 19.98 2.98 297.61 15.25
SGD 0.26 17.32 3.11 1.18 74.53 3.19 3.25 199.23 10.05 2.84 159.43 8.17
Total 5.44 496.80 - 12.31 2,066.80 - 20.61 1,733.89 - 21.76 1,742.04 -
Further, our unrealised foreign exchange gain / (loss) during the three months period ended June 30, 2025, Fiscal 2025,
Fiscal 2024 and Fiscal 2023 was ₹ (0.50) million, ₹ 1.66 million, ₹ 0.07 million and ₹ 0.70 million, respectively.
Foreign currency denominated financial assets and financial liabilities which expose our Company to currency risk are
disclosed below:
(Amount in ₹ million)
Particulars Three months Fiscal Fiscal Fiscal
period ended 2025 2024 2023
June 30, 2025
Trade Receivable 138.30 291.57 222.06 330.95
Bank balances 15.71 11.70 2.54 12.95
Net exposure for assets 154.01 303.27 224.60 343.90
Trade payables 231.88 239.54 774.02 1,170.51
Deferred revenue 26.89 73.73 41.30 23.15
Net exposure for liabilities 258.77 313.27 815.32 1,193.66
Net exposure (Assets– Liabilities) (104.76) (10.00) (590.72) (849.76)
The Company does not currently have hedging contracts for forex transactions. Forward cover was taken earlier, however,
after availing foreign currency loan as Pre-shipment Credit in Foreign Currency (PCFC), the Company stopped that
practice, since export receivables get naturally hedged.
4410. Our revenues are highly dependent on a limited number of industry verticals, and any decrease in demand for
outsourced services in these industry verticals could reduce our revenues and adversely affect our business, financial
condition and results of operations.
A substantial portion of our customers are concentrated in a few specific industry verticals, namely the publishers and
certification & testing agency verticals. In the three months period ended June 30, 2025 and Fiscals 2025, 2024 and 2023,
78.03%, 78.00%, 67.07%, and 70.03% of our revenue was derived from contracts with our customers in these verticals
alone. Our business growth largely depends on continued demand for our services from customers in these industry
verticals. A downturn in any of our targeted industry verticals, a slowdown or reversal of the trend to outsource IT services
in any of these industries or the introduction of regulations that restrict or discourage companies from outsourcing could
result in a decrease in the demand for our services and adversely affect our business, financial condition and results of
operations. For example, significant consolidation in the banking and financial industries may reduce the demand for our
services and negatively affect our revenues and profitability. Other developments in these industries may also lead to a
decline in the demand for our services in these industry verticals, and we may not be able to successfully. Though we
have not faced any instances where there has been decline in demand from our customers, we cannot assure you that there
will not be any such decline for demand in the future, which may affect our results of operations and financial results.
Further, external risks such as global pandemics could also adversely affect the industry verticals that we operate in.
Further, our customers may experience rapid changes in their prospects, substantial price competition and pressure on
their profitability. This, in turn, may result in increasing pressure on us from customers in these key industries to lower
our prices, which could materially adversely affect our business, financial condition and results of operations.
11. Our ability to retain the customers is heavily dependent upon various factors including our reputation and our
ability to maintain a high level of service quality including our satisfactory performance for the customers. During the
three months period ended June 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023 we have lost 2, 6,12 and 15 number
of customers forming 2%, 8%, 13% and 16% of our total customer base, respectively. Any failure by us to retain or
attract customers may impact its business and revenues.
Our Company is a global vertical SaaS company focused on the learning and assessment market offering products and
services solutions to our customers in the educational and testing sector. We have a dedicated and talented team of
professionals that comprise of experienced personnel in the field of training and education. Our business heavily relies
on our reputation as well as the quality and popularity of the services provided by us and our visibility and perception
amongst our customers. It is important that we retain the trust placed by our clients and their management, and end users
of our services and continue to attract more and increase the number of our customers serviced by us at a consistent rate.
We have focused on retaining our position by maintaining quality and by our ability to improve on product offerings and
value addition in the form of features and additional framework requirements. This requires constant upgradation of our
innovation, technology and research facilities. The SaaS sector is characterized by rapid technological changes, evolving
industry standards, changing client preferences, and new service introductions that could result in technology
obsolescence. Our future success will depend on our ability to anticipate these advances, enhance our existing offerings
or develop new service offerings to meet client needs, in each case, in a timely manner. We may not be successful in
anticipating or responding to these advances on a timely basis, or at all. If we do respond, the services or technologies we
develop may not be successful in the marketplace. We may also be unsuccessful in stimulating customer demand for new
and upgraded services, or seamlessly managing new service introductions or transitions. Our failure to address the
demands of the rapidly evolving IT environment, particularly with respect to emerging technologies, and technological
obsolescence, could have a material adverse effect on our business, results of operations and financial condition. In
addition, our success also depends on our ability to proactively manage our portfolio of technology alliances.
Since, we cater to software which are suitable for the requirements and end usage of customers in the education and
testing sector, in which scalability is difficult to achieve due to dominance of unorganized segment, varied different
requirements across jurisdictions, high dependence on people, and price sensitive nature of the business. Our ability to
develop innovative products suitable for the requirement of our customers is highly dependent on effective functioning
of our R&D Facility. Investing in R&D activities, developing new solutions and enhancing existing solutions is an
expensive and time-consuming activity, and there is no assurance that the outcome of such investment will result in new
marketable solutions or enhancements to the existing solutions cost savings or other expected benefits. Further, if we fail
or are perceived to fail to respond to the rapidly changing needs of our end-users by developing upgraded solutions and
introducing them on a timely basis, our competitive position, reputation and business prospects could be harmed.
Our revenue is significantly dependent on the overall size of our customer base across our businesses, which is determined
in part by our ability to provide consistent and quality customer services. We provide customer support at all stages of
our product and service offerings, including through our in-house telephonic, e-mail and web-based support. If we fail to
provide a high level of customer service, our customers may be less inclined to use our services or recommend us to new
customers and may be inclined to avail products and services offered by our competitors. Any failure to maintain the
quality of customer service across our businesses, and deal with customer complaints in a timely manner could materially
45and adversely affect our business and operating results.
Further, if the clients perceive our product services and software solutions found to be unsuitable to them, it may adversely
impact our ability to retain and attract new clients. Additionally, the satisfaction of the end-use clients and quality of the
services in terms of learning and assessment content provided by our customers as well as our customers’ ability to
administer the software at desirable benchmarks affects our brand reputation and our service standards. While serving
clients across the globe, it is imperative that our products and solutions are fully compliant with the requirement of our
customers and the relevant quality control checks and compliance guidelines followed by our clients as per the market
standards.
We have been certified with ISO/IEC 27001:2022 for ISMS covers E-Learning and E-Assessment Products & Solutions,
Customization Projects along with HR, Admin, IT, Finance, Business Development and Legal Functions. We have also
been certified with ISO 9001:2015 for E-Learning and E-Assessment Products and Solutions, Projects, Content Solutions
and Services along with HR, Admin, IT, Finance, Business Development and Legal Functions Supporting the above
Deliveries. We have also obtained certification for assurance complying with the requirements of the Cyber Essentials
Plus Scheme covering Test and Assessment Product including VLAN1 (servers and network), VLAN11 (LAN), VLAN19
(WIFI) excluding all other networks. The quality of our platforms along with the credibility of our client base and the
reputation of our brand, have driven our growth, enabling us to quickly and efficiently expand our global footprint in the
field of learning and assessment market. Our Company’s Quality Assurance and Testing processes are designed to ensure
that platforms under test function correctly and meet quality standards. The Company employs a Testing Center of
Excellence (TCoE) framework, which enhances visibility into the state of quality across projects, reduces operating costs,
and shortens time-to-market. The testing process at our Company is meticulous and involves several key steps. The team
actively participates in research spikes, providing valuable feedback and suggestions about the requirements to the product
and development teams. They also provide estimations for accomplishing the testing activities.
Any inferior quality in services may lead to dis-satisfaction of our clients, which may adversely impact our business and
revenues leading to loss of our existing customer base and we may be unable to attract new clients There can be no
assurance that we will continue to maintain or increase our customer base in the future or that our client retention strategies
may remain successful or that our client base maintains their current strategic direction. Any such failure by us to retain
or attract clients may adversely impact our business and revenues.
12. Our Registered Office and other properties are located on land parcels that are not owned by us and are held by
us on a leasehold basis. In the event we lose or are unable to renew such leasehold rights, our business, results of
operations, financial condition and cash flows may be adversely affected.
As of the date of this Prospectus, all our properties, including our Registered Office, are held on a leasehold basis. Set out
in the table below are details of the leasehold properties in the name of the Company:
S.No Property Leased/ Lessor/ Sub- Tenure Amount in (₹)
Licensed Lessor (if applicable)
(Relationship, if
any)
Registered Office and Software Development Centre
1. Plot No. 1-B, Hootagali Leased Pedanta September 01, 2024 ₹1.63 million per
Industrial Area situated in Technologies to August 31, 2029 month
Survey no. 85 of Hootagalli Private Limited (inclusive of rent
Village, Kasaba Hobli, Mysore (Corporate paid under
Taluk, Mysore District – 570018 Promoter) property
Karnataka, India measuring mentioned in S.
43,346 square feet along with No. 2 of this table)
built up area of 14,343 square
feet(1)
Property used for Administrative Purpose and Software Development Centre
2. Plot No. 1-C Part II and III, Leased Pedanta September 01, 2024 ₹1.63 million per
Hootagali Industrial Area Technologies to August 31, 2029 month
situated in Survey no. 85 of Private Limited (inclusive of rent
Hootagalli Village, Kasaba (Corporate paid under
Hobli, Mysore Taluk, Mysore Promoter) property
District – 570018 Karnataka, mentioned in S.
India measuring 77,113 square No. 1 of this
feet along with built up area of table)
24,617 square feet(1)
46Property used as Company Guest House
3. No.82 bearing flat No. FF Leased Dhananjaya January 01, 2025 to ₹0.06 million per
101,102 and 103 approx 5230 Sudhanva November 30, 2025 month
square feet, Mysore - 570012 (Promoter)
Karnataka, India
Other Properties used as Software Development Centre
4. Plot no. A 42/6, Suite No.401 Leased RKR Software November 01, 2025 ₹0.67 million per
with a super built-up area of Solutions Private to September 30, month
8500 square feet on 4th floor Limited 2026
Sector – 62, Noida – 201301
Uttar Pradesh, India.
5. 23 workstations and 02 manager Leased Software June 30, 2025 to ₹0.01 million per
cabin and 01 discussion room in Technology Parks April 30, 2026 month for
2nd floor, IMAGE Incubation of India workstations and
centre, Software Technology ₹ 0.01 million per
Parks of India, Divyasree month for cabin
solitaire, Plot No. 14 & 15,
Software Units layout, HITEC
City, Madhapur, Hyderabad -
500081, Telangana, India.
6. Plot No. 39 P3, Koorgalli Leased Karnataka May 22, 2024 to ₹0.02 million per
Industrial Area, Mysore - Industrial Areas May 22, 2034 acre per annum
571606 Karnataka, India(2) Development
Board
7. No.1310 & 1333, Nikhil Plaza, Sub- Pedanta March 15, 2025 to ₹0.24 million per
Gaganachumbi Double Road, G Leased Technologies February 15, 2026 month for the
& H Block, Kuvempunagara, Private Limited period of March
Mysore – 570023 Karnataka, (Corporate 15, 2025 to April
India. Promoter) 14, 2025
₹0.25 million per
month for the
period of April 15,
2025, to February
14, 2026.
(1) Lease Deed entered into between the parties has been adjudicated and is pending registration in view of the
digitalisation of revenue and land settlement records by the Government of Karnataka.
(2) An application for the transfer of the leasehold rights of this property to Pedanta Technologies Private Limited, the
Promoter of our Company was submitted by us on December 16, 2024.
We cannot assure you that we will be able to renew our leases on commercially acceptable terms, or at all. In the event
that our Company is required to vacate our current premises, we would be required to make alternative arrangements and
we cannot assure that the new arrangements will be on commercially acceptable terms. If our Company is required to
relocate our business operations, we may suffer a disruption in our operations or have to pay increased charges, which
could have an adverse effect on our business, results of operations, financial condition and cash flows.
13. Our agreements have been executed on unstamped white papers because of which the validity and enforceability
may be disputed and our operations may be adversely affected by any such failure to enforce such agreements.
Most of our agreements or contracts, including those with our clients and customer base have been countersigned and
executed as white paper agreements without any stamping or registration. The effect of such inadequate stamping and
non-registration may be that the document may not admissible as evidence in legal proceedings and parties to that
agreement may not be able to legally enforce the same, except after paying a penalty for inadequate stamping. The effect
of non-registration, can make the document inadmissible in legal proceedings. Any potential dispute due to non-
compliance of local laws relating to stamp duty and registration may adversely impact the operations of our Company.
4714. Our business is subject to evolving laws regarding privacy, data protection, cyber security and other related
matters. Many of these laws are subject to change and could result in claims, changes to our business practices,
monetary penalties, increased cost of operations, or declines in customer growth or engagement, which may harm our
business.
We and our customers are subject to laws and regulations that prescribe how we handle matters including privacy and
data protection, content, intellectual property, data security, data retention and deletion, protection of personal
information, electronic contracts and other communications. The regulatory framework for privacy and data protection
worldwide is rapidly evolving and, as a result, implementation standards and enforcement practices are likely to continue
to evolve for the foreseeable future which could have a significant impact on our current and planned privacy and data
protection-related practices; our processing of personal information; and our current or planned business activities.
The U.S. federal and various U.S. state and non-U.S. governments have adopted or proposed limitations on, or
requirements regarding, the collection, retention, storage, use, processing, sharing, and disclosing of personal information.
For example, the California Consumer Privacy Act (“CCPA”) sets out civil penalties for violations, as well as a private
right of action for data breaches. Further, the California Privacy Rights Act (the “CPRA”) imposes additional data
protection obligations, including additional consumer rights processes, limitations on data uses, audit requirements for
higher risk data, and opt outs for uses of sensitive data. The U.S. Federal Trade Commission and numerous state attorneys
general are applying federal and state consumer protection laws to impose standards on the collecting, retaining, storing,
using, processing, sharing, and disclosing of personal information, and on the security measures applied to such
information. Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and
regulations concerning the collection, retention, storage, use, processing, sharing, and disclosing of personal information
obtained from individuals located, or business operating, in such countries, such as data protection and privacy laws in
other jurisdictions in which we operate, such as the General Data Protection Regulation of the European Union
(“GDPR”), the UK General Data Protection Regulation, and the UK Data Protection Act 2018, which regulate the
collection, control, processing, sharing, disclosure, and other use of personal data in the European Union and the United
Kingdom.
Our Company is also required to comply with numerous existing laws and regulations in India that address cybersecurity
and data protection, including the Indian Information Technology Act, 2000 and the rules thereof, the Indian Information
Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, as
amended and the recently introduced Indian Information Technology (Intermediary Guidelines and Digital Media Ethics
Code) Rules, 2021, as amended, all of which influence the way in which we operate our business. Any perceived or actual
breach of laws, regulations and standards could result in investigations, regulatory inquiries, litigation, fines, injunctions,
negative customer sentiment, impairment of our existing or planned solutions and services, or otherwise negatively impact
our business. Additionally, the Digital Personal Data Protection Act, 2023 (“DPDP Act”) was passed in August 2023 and
once notified, will replace the existing data protection provisions, as contained in Section 43A of the Information
Technology Act, 2000. The DPDP Act seeks to balance the rights of individuals to protect their personal data with the
need to process personal data for lawful and other incidental purposes. The DPDP Act requires companies that collect
and deal with high volumes of personal data to fulfil additional obligations such as appointment of a data protection
officer for grievance redressal and a data auditor to evaluate compliance with the DPDP Act. The DPDP Act provides
that personal data may be processed only in accordance with the DPDP Act, and for a lawful purpose after obtaining the
consent of the individual or for legitimate uses. The DPDP Act outlines prescriptive compliance controls across
enterprises managing the personal information of Indian citizens. For details, see “Key Regulations and Policies”
beginning on page 219. If our Company is unable to efficiently and effectively maintain and upgrade our system
safeguards and security features, both at the primary and the disaster recovery site, we may incur unexpected costs and
liabilities; and our systems may become more vulnerable to unauthorized access and/or misuse of our systems. These
types of incidents, upon occurrence, could result in intellectual property or other confidential information being lost or
stolen, including client, employee or investor data. In addition, we may not be able to detect cyber-attacks, or other such
incidents relating to our information technology systems or assess the severity or impact of the same in a timely manner,
or at all. Our depository platform and internet network (including those of our third-party service providers) may also be
exposed to unplanned outages, unauthorized access, cyber-attacks, third-party attacks, misuse of our system or security
breaches. This may result in loss/legal liabilities or misappropriation/misuse of client data and system disruptions or
failures. Any perceived or actual breach of laws, regulations and standards could result in investigations, regulatory
inquiries, litigation, fines, injunctions, negative customer sentiment, impairment of our existing or planned solutions and
services, or otherwise negatively impact our business.
Many of our contracts involve contracts that are critical to the operations of our clients’ businesses and these provisions
provide benefits to our clients that may be difficult to quantify. Any failure in a client’s system could result in a claim for
substantial damages against us, regardless of our responsibility for such failure. In addition, we often have access to, or
are required to collect and store, confidential client data. We face a number of threats to our data centres and networks
48such as unauthorized access, security breaches and other system disruptions. It is critical to our business that our
infrastructure remains secure and is perceived by customers to be secure. We seek to rely on encryption and authentication
technology licensed from third parties to provide the security and authentication necessary to effect secure online
transmission of confidential client information. Despite our security measures, advances in computer capabilities, new
discoveries in the field of cryptography or other events or developments may result in a compromise or breach of the
algorithms that we use to protect sensitive customer transaction data. Breaches of our security measures or the accidental
loss, inadvertent disclosure or unapproved dissemination of confidential customer data could expose us, our customers or
the individuals affected to a risk of loss or misuse of this information, or cause interruptions in our operations. We may
be required to expend significant capital and other resources to protect against such security breaches, to alleviate
problems caused by or to investigate such breaches, all of which could subject us to liability, damage our reputation and
diminish the value of our brand name. Although we attempt to limit our contractual liability for consequential damages
in rendering our services, many of our client agreements do not limit our potential liability for breaches of confidentiality
and we cannot be assured that such limitations on liability will be enforceable in all cases, or that they will otherwise
protect us from liability for damages. Moreover, if any person, including any of our employees or former employees or
subcontractors, penetrates our network security or misappropriates sensitive data, we could be subject to significant
liability from our clients or from our clients’ customers for breaching contractual confidentiality provisions or privacy
laws. Unauthorised disclosure of sensitive or confidential client and customer data, whether through breach of our
computer systems, systems failure, loss or theft of assets containing confidential information or otherwise, could render
us liable to our clients for damages, damage our reputation and cause us to lose clients. Our Company is also susceptible
to potential hacking or other breaches of our IT systems. Although we have anti-virus and anti-hacking measures in
place, we cannot assure you that we can successfully block and prevent all hacking or other breaches. As a result,
failure to protect against technological disruptions of our operations could materially and adversely affect our
business, financial condition and results of operations. Any breach of our IT systems or misuse by employees could result
in the loss or disclosure of confidential information, damage to our reputation, litigation or other liabilities. If we
experience an interruption or any obstacle in our information technology system, our operations and ability to manage
our administrative systems could be adversely impacted.
However, during the three months period ended June 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, there have been
no system failures, issues related disclosure of confidential information or data security breaches or incidents that resulted
in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in customer
growth or engagement due to evolving laws regarding privacy, data protection and other related matters
15. Our business subjects us to risks in multiple countries where subsidiary companies and our customers are
situated. We have derived 60.61%, 3.11%, 24.09% of our revenue for the three months period ended June 30, 2025,
60.45%, 3.19%, 21.47% of our revenue for Fiscal 2025, 55.00%, 10.05%, 19.98% of our revenue for Fiscal 2024 and
63.12%, 8.17%, 15.42% of our revenue for Fiscal 2023 from clients located in the United States of America, Singapore
and the United Kingdom, respectively. As our Company is highly dependent on generating revenue from clients located
in the United States of America, any adverse developments in this market may result in our Company losing customers
in the United States of America, which could adversely affect our business and results of operations.
We have historically derived a significant portion of our revenues from operations from clients located in the United
States of America, Singapore and United Kingdom. The vertical wise revenue from operations from the United States of
America, Singapore and United Kingdom for the three months period ended June 30, 2025, Fiscal 2025, Fiscal 2024 and
Fiscal 2023 along with the percentage of the total revenue are as follows:
For the three months period ended June 30, 2025:
USA Singapore UK
Contributi % of Contributi % of Contributio % of
on to total Revenue on to total Revenue n to total Revenue
Revenue from Revenue from Revenue from
Business Verticals from operations from operations from operations
operations operations operations
(Amount (Amount (Amount in
in ₹ in ₹ ₹ million)
million) million)
Assessment and proctoring solutions 40.58 7.28 14.93 2.68 112.21 20.14
Educational technology services 272.35 48.88 1.14 0.20 9.02 1.62
Learning and student success solutions 22.29 4.00 1.25 0.22 12.98 2.33
Learning design and content solutions 2.50 0.45 - - - -
Total 337.73 60.61 17.32 3.11 134.21 24.09
49Fiscal 2025
USA Singapore UK
Contributi % of Contributi % of Contributio % of
on to total Revenue on to total Revenue n to total Revenue
Revenue from Revenue from Revenue from
Business Verticals from operations from operations from operations
operations operations operations
(Amount (Amount (Amount in
in ₹ in ₹ ₹ million)
million) million)
Assessment and proctoring solutions 122.18 5.24 61.35 2.63 389.69 16.70
Educational technology services 1,164.79 49.93 4.48 0.19 43.90 1.88
Learning and student success solutions 111.65 4.79 8.71 0.37 64.53 2.77
Learning design and content solutions 11.65 0.50 0.00 0.00 2.75 0.12
Total 1,410.27 60.45 74.53 3.19 500.87 21.47
Fiscal 2024
USA Singapore UK
Contributio % of Contributi % of Contributio % of
n to total Revenue on to total Revenue n to total Revenue
Revenue from Revenue from Revenue from
Business Verticals from operations from operations from operations
operations operations operations
(Amount in (Amount (Amount in
₹ million) in ₹ ₹ million)
million)
Assessment and proctoring solutions 190.66 9.61 175.60 8.86 291.52 14.70
Educational technology services 791.91 39.94 5.10 0.26 33.24 1.68
Learning and student success solutions 110.59 5.58 18.53 0.93 68.74 3.47
Learning design and content solutions (2.48)* (0.13) - 0.00 2.71 0.14
Total 1,090.69 55.00 199.23 10.05 396.21 19.98
*There is a negative revenue due to recognition of unearned revenue.
Fiscal 2023
USA Singapore UK
Contributio % of Contributi % of Contributio % of
n to total Revenue on to total Revenue n to total Revenue
Revenue from Revenue from Revenue from
Business Verticals from operations from operations from operations
operations operations operations
(Amount in (Amount (Amount in
₹ million) in ₹ ₹ million)
million)
Assessment and proctoring solutions 154.02 7.89 146.35 7.50 200.14 10.26
Educational technology services 953.97 48.90 3.90 0.20 19.01 0.97
Learning and student success solutions 104.30 5.35 9.18 0.47 79.81 4.09
Learning design and content solutions 19.24 0.99 - 0.00 1.84 0.09
Total 1,231.53 63.12 159.43 8.17 300.81 15.42
Revenue from operations from these locations and other countries where we have a presence for the three months period
ended June 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023 along with the percentage of the total revenue are as
follows:
50As at the three months
period ended June 30, As on March 31, 2025 As on March 31, 2024 As on March 31, 2023
2025
Contribution to Contribution Contribution
% of % of Contribution to % of % of
Country total Revenue to total to total
Revenue Revenue total Revenue Revenue Revenue
from operations Revenue from Revenue from
from from from operations from from
(Amount in ₹ operations operations
operations operations (Amount in ₹ operations operations
million) (Amount in ₹ (Amount in ₹
million)
million) million)
USA 337.73 60.61 1,410.27 60.45 1,090.69 54.98 1,231.53 63.12
Singapore 17.32 3.09 74.53 3.19 199.23 10.05 159.43 8.17
UK 134.21 23.97 500.87 21.47 396.21 19.97 300.81 15.42
India 49.19 8.79 190.98 8.19 174.13 8.78 144.92 7.43
Canada 0.45 0.08 4.70 0.20 0.29 0.01 1.76 0.09
Europe:
France 1.69 0.30 2.98 0.13 1.34 0.07 3.35 0.17
Spain (1.62) (0.29) 9.69 0.42 (0.03) 0.00 4.13 0.21
Germany - - 0.89 0.04 1.59 0.08 4.38 0.22
Australia 4.99 0.89 20.21 0.87 18.65 0.94 17.31 0.89
Asia
other
than
India:
Japan 1.58 0.28 46.26 1.98 22.97 1.16 25.40 1.30
Malaysia 4.37 0.78 12.83 0.55 15.35 0.77 24.34 1.25
UAE 1.14 0.20 6.87 0.29 5.80 0.29 7.72 0.40
Saudi 2.77 0.50 32.63 1.40 50.40 2.54 19.56 1.00
Arabia
Other 3.36 0.60 19.20 0.82 6.36 0.32 6.40 0.33
countries*
Total 557.18 100.00 2,332.91 100.00 1,982.97 100.00 1,951.04 100.00
*Other countries include Mexico, Thailand, Vietnam, Bangladesh, Qatar, Oman & Bahrain.
Our Company is subject to risks that are specific to each country in which we operate, as well as risks associated with
carrying out business operations on an international scale, including the following, the occurrence of any of which may
adversely affect our business, results of operations, financial condition and cash flows.
• Social, economic, political, geopolitical conditions and adverse weather conditions, such as natural disasters, civil
disturbance, terrorist attacks, war or other military action, which may adversely affect our business and operations;
• Compliance with local laws, including legal constraints on ownership and corporate structure, procurement of licenses,
environmental, health, safety, labour and accounting laws, which may impose onerous and costly obligations on our
multinational customers;
• Changes in foreign laws, regulations and policies, including restrictions on trade, and tariffs and taxes, intellectual
property enforcement issues and changes in foreign trade and investment policies;
• Fluctuations in foreign currency exchange rates against the Indian Rupee;
• Variations in protection of intellectual property and other legal rights.
Whilst we have been operating in the above foreign jurisdictions under which we derive our major revenues, we may not
possess the same familiarity with the economy, customer preferences, commercial operation and distribution network in
some of the markets where we propose to expand our operations. Further, expanding our geographical footprint poses
specific risks and potential costs such as a failure to attract a sufficient number of customers, anticipating competitive
conditions that are different from those in our existing markets, and significant marketing and promotion costs, among
others. We may face the risk that our competitors and the established players in such geographies may enjoy better brand
visibility and may be more experienced in such markets and they may enjoy better relationships with channel partners
and customers, gain early access to information regarding attractive marketing opportunities and be better placed to launch
software products or services with other advantages of being a first mover. Our failure to effectively react to these
situations or to successfully introduce new services in the above jurisdictions and more specifically in the United States
of America from where we derive significant amount of our revenue, could adversely affect our business, prospects,
results of operations and financial condition.
5116. We depend on our key customers for a significant portion of our revenues (our top 5, top 10 and top 20 customers
contributed to 66.12%, 76.58% and 89.44%, respectively, of our revenue from operations in Fiscal 2025). Any decrease
in revenues from any of our key customers or any loss of these customers may adversely affect our business, financial
condition, cash flows and results of operations.
We derive a significant portion of our revenue from our key customers. Accordingly, our future revenues will be
dependent upon the successful continuation of our relationships with these customers or finding customers of similar size
and scope. Our revenue from our top five, top ten and top twenty customers for the three months period ended June 30,
2025 Fiscal 2025, Fiscal 2024 and Fiscal 2023 are provided herein below.
(Amount in ₹ million)
Customers For the three months period Fiscal 2025 Fiscal 2024 Fiscal 2023
ended June 30, 2025
Top 5 405.25 1,542.48 1,180.38 1,195.33
Top 10 473.63 1,786.44 1,430.87 1,455.60
Top 20 548.77 2,086.58 1,731.73 1,724.60
Percentage of total revenue (%)
Customers For the three months Fiscal 2025 Fiscal 2024 Fiscal 2023
period ended June 30,
2025
Top 5 72.73 66.12 59.53 61.27
Top 10 85.00 76.58 72.16 74.61
Top 20 98.49 89.44 87.33 88.39
Our dependence on these customers subjects us to various risks which may include, but are not limited to, reduction,
delay or cancellation of orders from our key customers, failure to renew contracts with one or more of our key customers,
failure to renegotiate favourable terms with our key customers or the loss of these customers entirely (due to factors such
as disputes with customers, financial hardship including due to bankruptcy or liquidation, migration of customers to our
competitors, inability to timely execute new product development projects, changes in governmental or regulatory policies
or any other circumstances specific to customers such as acquisition or consolidation of such customer, or adverse market
conditions affecting the industry in which our customer operates or the economic environment generally, such as the
COVID-19 pandemic), all of which could have a material adverse effect on our business, financial condition, cash flows
and results of operations. There is no guarantee that we will retain the business of our existing key customers or maintain
the current level of business with each of these customers. The loss of these customers or a loss of revenue from sales to
these customers may materially affect our business, financial condition, results of operations and cash flow. However,
the composition and revenue generated from these clients might change as we continue to add new clients in normal
course of business
Further, we enter into short-term non-exclusive agreements with some of our customers. Under the terms of these
agreements our Company required to conform to the instructions, specifications and other requirements of the relevant
customers of such agreements require us to obtain the consent of our customers for a change in control and/or may be
terminated by the customer without cause. However, none of the contracts were either terminated or cancelled or
withdrawn due to any issues of non-performance of the Company for the three months period ended June 30, 2025 and
in Fiscals 2025, 2024 and 2023. For more details, see “We do not execute long-term agreements with most of our
customers and our inability to procure new orders on a regular basis or at all may adversely affect our business, financial
condition, cash flows and results of operations” on page 68. In order to retain some of our existing customers we may
also be required to undertake additional obligations, such as moderating price escalations, increasing redundancy in
operations for better service and delivery, and executing multiple trials on existing products upon changes in product
specifications including functionality changes, user interface design changes, technology architecture changes and
workflow changes, all of which could increase our operating costs and therefore affect our profitability. While we have
not lost any key customer for the three months period ended June 30, 2025 and in Fiscals 2025, 2024 and 2023 that led
to any material adverse impact on our business and operations, there can be no assurance that we will be able to retain the
business of our existing key customers or maintain the current level of business with each of these customers in the future.
The loss of these customers or a loss of revenue from these customers may materially adversely affect our business,
financial condition, cash flows and results of operations. The market growth and performance in business of our key
customers also impacts our business and profitability.
5217. Our Company had negative cash flow during few fiscal years. Sustained negative cash flow could adversely
impact our business, financial condition and results of operations.
We incurred negative cash flows from operating, investing and financing activities in some of the years/periods during
the three months period ended June 30, 2025 and for Fiscal 2025, Fiscal 2024 and Fiscal 2023. The following table sets
forth our net cash:
(In ₹ million)
Particulars For the three Fiscal 2025 Fiscal 2024 Fiscal 2023
months ended
June 30, 2025
Net cash from/ (used in) operating activities (47.58) 526.09 557.77 555.88
Net cash from/ (used in) investing activities (67.54) 74.68 (155.66) (151.12)
Net cash from/ (used in) financing activities 97.14 (564.74) (519.88) (267.35)
The negative cash flows in operating, financing and investing activities are primarily due to the factors outlined in the
table below: -
Period Reasons
Operating activities
Due to increase in trade receivables, goods and service tax input
For the three months period ended June 30, 2025 credit of reverse charge mechanism, decrease in payables and
statutory dues.
Financing activities
Fiscal 2025 Repayment of long-term loan along with interest.
Fiscal 2024 Repayment of long-term loan along with interest.
Fiscal 2023 Repayment of long-term loan along with interest.
Investing activities
For the three months period ended June 30, 2025 Payment of advance for purchase of land.
Purchase of Property, Plant and Equipment, and internal
Fiscal 2024
capitalisation of intangible assets.
Purchase of Property, Plant and Equipment, and internal
Fiscal 2023
capitalization of intangible assets.
18. We have in the past entered into related party transactions and may continue to do so in the future. There can be
no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our Company’s
financial condition and results of operations.
We have entered into various transactions with our Directors/ Promoters and Promoter Group members. These
transactions, inter alia include, remuneration, loans and advances, etc.
For details, please refer to “Note-34- Related Party Transactions” under the Section titled “Restated Consolidated
Financial Information” on page 316 of this Prospectus. Our Company has entered such transactions due to easy proximity
and quick execution on arms-length price in compliance with provisions of Companies Act 2013 and other applicable
laws. Although all related-party transactions that we may enter into in the future are subject to approval by Board or
shareholders, as required under the Companies Act, we cannot assure you that such future transactions or any other future
transactions, individually or in aggregate, will not have an adverse effect on our financial condition and results of
operations or that we could not have achieved more favourable terms if such transactions are not entered into with related
parties. Our related party transactions are:
i) all Related Party Transactions have been undertaken on an arm’s length basis
ii) a transfer pricing audit has been conducted for Related Party Transactions of the Company
iii) Except for the Security Deposit paid to our Corporate Promoter Pedanta Technologies Private Limited, the Related
Party Transactions taken together for the last 3 Fiscals is not more than 10% of the total transactions
iv) there have been no loan and advances given by the Company or its Subsidiaries to our Related Parties other than the
security deposit provided by our Company with our Corporate Promoter Pedanta Technologies Private Limited.
Further with respect to the Corporate Guarantee given by our Company in favour of Vistra ITCL (India) Limited
(Debenture Trustee) for the Non- Convertible Debentures issued by our Corporate Promoter Pedanta Technologies
Private Limited. Additionally, there have been no defaults relating to the securities issued by our Company to our
Related Parties.
53Furthermore, it is likely that we may enter into related party transactions in the future. Any future transactions with our
related parties could potentially involve conflicts of interest. Accordingly, there can be no assurance that such transactions,
individually or in the aggregate, will not have a material adverse effect on our business, financial condition, cash flows,
results of operations and prospects.
19. Our past growth rates may not be indicative of our future growth, and if our Company is unable to adapt to
evolving market trends, manage our growth or execute our strategies effectively, our business, financial condition and
results of operations may be adversely affected.
Our primary business is the provision of SaaS product services to the education and testing. Our future revenues and
profitability are dependent in substantial part on growth in spending on Information Technology services by companies
in the learning and assessment industry. The details of our Company’s Revenue, Revenue growth, Gross Profit, Gross
Profit margin PAT, PAT Margin, EBITDA, EBITDA margin, EPS, ROCE and ROE for the three months period ended
June 30, 2025, Fiscals 2025, 2024 and 2023 are as detailed below:
(Amount in ₹ million unless otherwise mentioned)
Particulars For the three Fiscal 2025 Fiscal 2024 Fiscal 2023
months ended
June 30, 2025
Revenue 557.18 2,332.91 1,982.97 1,951.04
Revenue Growth (%) N.A 17.65 1.64 23.60
Gross Profit 307.79 1,438.61 1,142.11 1,191.82
Gross Profit Margin (%) 55.24 61.67 57.60 61.09
EBITDA 101.77 732.57 549.73 681.79
EBITDA Margin (%) 18.27 31.40 27.72 34.94
PAT 60.09 346.91 127.53 224.14
PAT Margin (%) 10.78 14.87 6.43 11.49
Basic & Diluted Earnings 0.60 3.47 1.27 2.24
Per Share (EPS) (₹)
ROCE (%) 2.10* 16.11 7.59 11.03
ROE (%) 1.61* 10.38 4.43 8.41
*not annualised
Our Company recorded (a) a decrease of 4.17% in our Gross Profit from ₹ 1,191.82 million in Fiscal 2023 to ₹ 1,142.11
million in Fiscal 2024; (b)our Gross Profit Margin decreased from 61.09% in Fiscal 2023 to 57.60% in Fiscal 2024; (c)
our EBITDA decreased by 19.37% from ₹ 681.79 million in Fiscal 2023 to ₹ 549.73 million in Fiscal 2024; (d) our
EBITDA Margin decreased from 34.94% in Fiscal 2023 to 27.72% in Fiscal 2024; (e)our Company recorded a decrease
of 43.10% in our Restated Profit After Tax, from ₹ 224.14 million in Fiscal 2023 to ₹ 127.53 million in Fiscal 2024; (f)
our Restated Profit After Tax Margin decreased from 11.49% in Fiscal 2023 to 6.43% in Fiscal 2024; (g)our Restated
EPS reduced by 43.30%, from ₹ 2.24 in Fiscal 2023 to ₹ 1.27 in Fiscal 2024; (h) our Restated ROCE decreased from
11.03% in Fiscal 2023 to 7.59% in Fiscal 2024; and (i) our Restated ROE decreased from 8.41% in Fiscal 2023 to 4.43%
in Fiscal 2024.
Such decrease as stated hereinabove was primarily due to an increase in employee expenses caused by an increase in the
number of employees along with normal increments, share-based payments to employees payable pursuant to ESOS 2023
amounting to ₹ 71.52 million in Fiscal 2024, increase in Depreciation and Amortization expense amounting to ₹ 16.35
million from Fiscal 2023 to Fiscal 2024 and increase in Other expenses amounting to ₹ 11.98 million from Fiscal 2023
to Fiscal 2024.
Our ability to manage future growth will depend on our ability to continue to implement and improve operational,
technological, financial and management information systems on a timely basis and to expand, train, motivate and manage
our workforce. We cannot assure you that such employee-based expenses and other such expenditure may not be incurred
in the future and such expenditure may affect our profitability. For further details, see – “Management’s Discussion and
Analysis of Financial Condition and Result of Operations – Fiscal 2024 Compared to Fiscal 2023” on page 368.
Such past growth rate data of our Company may not be indicative of our future growth and we may not be able to continue
and maintain with such growth in the future for various reasons, including but not limited to change in market conditions,
loss of client, unable to adapt to evolving market trends, manage our growth or execute our strategies effectively, and etc.
we cannot assure that our future growth of business will be in line with our past growth or better than that. Our business
depends on the continued growth in the use of information technology in business by our clients and prospective clients
and their customers and suppliers. The growth in the use of information technology and consequently the demand for,
and the prices of, our services may decline in challenging economic environments, industry evolution or client
54preferences.
Moreover, as we introduce new services or enter into new markets, we may face new market, technological and
operational risks and challenges with which our Company is unfamiliar, and it may require substantial management efforts
and skills to mitigate these risks and challenges. As a result of any of these problems associated with rapid expansion, our
management personnel may face significant demands, we may not be able to achieve anticipated growth which in turn
could materially adversely affect our business, financial condition and results of operations.
20. There have been instances of delay in payment of EPF, ESIC & PT contributions/ amounts by our Company. We
may be subject to regulatory actions and penalties for such delays which may have an adverse effect on our business
& financial condition.
There have been instances of delay in payment of EPF, ESIC & PT contributions/ amounts by our Company. Though our
Company endeavours to pay the contributions and file the required returns as provided under the relevant statute in
accordance with the timelines prescribed under the law, payment of statutory dues & filing of returns have been delayed
beyond the prescribed stipulated time due to administrative reasons. As on date of this Prospectus, there are no outstanding
payments due on our Company.
However, we cannot assure that we may not be subject to regulatory actions and penalties for past delays in contribution
and filing returns. Further, we cannot assure that there will not be any delay in the future in payment of contributions and
filing of returns and we may be subject to regulatory actions and penalties for such delays in contribution and filing of
returns.
The details of such delays are provided herein below:
For the period Fiscal 2025
Fiscal 2024 Fiscal 2023
ended June 30, 2025
Days Days Days Days
Particulars
31 61
0- 91- 0- 31- 61- 91- 0- 31- 61- 91- 0- 31- 61- 91-
- -
30 180 30 60 90 180 30 60 90 180 30 60 90 180
60 90
Provident Fund - - - - 1 - - - 1 - - - - - - -
- - - - - - - -
Employee State
Insurance 1 - - - - - - -
Corporation
Professional - - - - - - - -
- - - - - - - -
Tax
TDS & TCS 3 1 - - - - - - - - - - - - - -
GST - - - - - - - - - - - - - - - -
There have been no instances of non-payment or delay or defaults in the payment of statutory dues including Provident
Fund, ESIC, Tax Deducted at Source on salaries, Tax Deducted at Source on other than salaries, Tax collected at source,
GST, Profession Tax, Labour Welfare Fund by the Company, except as follows:
55As on June 30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars Number of Paid Unpaid (₹ in Number of Paid Unpaid (₹ in Number of Paid Unpaid (₹ in Number of Paid (₹ in Unpaid (₹ in
(₹ in (₹ in (₹ in
employees Millions) employees Millions) employees Millions) employees Millions) Millions)
Millions) Millions) Millions)
Range Range 1070-
Range 1021-
Provident Fund 1102-1111 18.17 Nil 1105 69.95 0.005 57.41 Nil Range 997-1043 48.40 Nil
1076
Range Range
Range 1021-
ESIC 1102-1111 0.34 0.0001 1070-1105 1.42 Nil 1.74 Nil Range 997-1043 2.82 Nil
1076
Tax Deducted at
NA 33.40 Nil NA 161.24 Nil NA 124.91 Nil NA 113.95 Nil
Source on salaries
Tax Deducted at
Source on other NA 4.45 0.03 NA 24.54 0.01 NA 12.67 Nil NA 11.95 Nil
than salaries
NA Nil Nil NA Nil Nil
Tax collected at
NA Nil Nil NA Nil Nil
source
GST NA 7.96 Nil NA 36.24 Nil NA 16.60 Nil NA 18.11 Nil
Range Range 1070-
Range 1021-
Profession Tax 1102-1111 0.50 Nil 1105 1.81 Nil 1.51 Nil Range 997-1043 2.05 Nil
1076
Labour welfare
NA NA NA 968 0.06 0.0003 844.00 0.05 Nil 918.00 0.05 Nil
fund
Any other dues Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
5621. We may be subject to fraud, theft, employee negligence or similar incidents.
Our operations may be subject to incidents of theft or damage of our equipment, IT infrastructure and servers. We have
set up security measures at every possible place to control the same, however, there can be no assurance that we will not
experience fraud, theft, employee negligence, security lapse in the future, which could adversely affect the results of
operations and financial condition.
Though the Company has not experienced any instances of fraud, theft or employee negligence in the past, the Company
cannot assure that such instances may not occur in the future. Instances of fraud, theft or other misconduct with can be
difficult to detect, deter and prevent, and could subject us to financial losses and harm our reputation. Further, although
we have controls in place with respect to preventing employee or third-party misconduct, we may be unable to prevent,
detect or deter all such instances of misconduct. Any damages resulting from employee or third-party misconduct could
exceed the coverage provided under applicable insurance policies, if any. Additionally, while we have not been subject
to any material instances of employee or third-party misconduct in three months period ended June 30, 2025, the Fiscals
2025, 2024 and 2023, any such future misconduct committed against our Company’s interests may have a material adverse
effect on our reputation, business, results of operations and financial conditions.
22. There have been instances of non-compliances and delay in filings with respect to regulatory filings under the
Companies Act, 2013 by our Company in the past. Further, we may be subject to regulatory actions and penalties for
any such past or future non-compliance or delays under the relevant provisions of the Companies Act, which can be
substantially high once adjudicated, having an impact on our business, financial condition and our reputation may be
adversely affected. We have also filed compounding applications and have sought adjudication, as applicable, with the
Ministry of Corporate Affairs, Regional Director and the RoC, Karnataka at Bangalore with regard to the non-
compliances and discrepancies in relation to statutory filings required to be made by us under the Companies Act, and
adverse adjudication of the same may require us to pay substantial penalties under the provisions of the Companies
Act, which may have a significant impact on our financial condition.
There have been instances of delayed filings with regard to regulatory filings including filing of financial statements and
annual returns of the Company beyond the prescribed time limits under the Companies Act, 2013.
We have also filed compounding applications and have sought adjudication, as applicable, with the Ministry of Corporate
Affairs, Regional Director and the RoC, Karnataka at Bangalore with regard to non-compliances and discrepancies in
relation to statutory filings required to be made by us under the Companies Act, as detailed below:
Particulars Discrepancy for which application was filed for
Compounding Application before For the unintentional and inadvertent allotment of 3,000 (Three Thousand)
the Registrar of Companies, Equity Shares to one of our KMPs, Venkatesh Dayananda, wherein the
Karnataka dated February 21, 2025 vesting period had been accelerated before the completion of 1 (One) year
under Clause (b) of Sub Section (1) from the date of vesting of options under the Employee Stock Option
of Section 62 of the Companies Act, Scheme, 2023 (“ESOS 2023) in non-compliance with the provisions of
2013, read with clause (a) of Sub Clause (b) of Sub Section (1) of Section 62 of the Companies Act, 2013 read
Rule (6) of Rule 12 of the with Rule clause (a) of Sub Rule (6) of Rule 12 of the Companies (Share
Companies (Share Capital and Capital and Debenture) Rules, 2014.
Debentures) Rules, 2014
For contravention of Section 62(1)(b) of the Companies Act, the punishment
is provided under section 450 of the Companies Act and states that
the Company and every officer of the Company who is in default or such
other person shall be liable to a penalty of ten thousand rupees, and in case of
continuing contravention, with a further penalty of one thousand rupees for
each day after the first during which the contravention continues, subject to a
maximum of two lakh rupees in case of a company and fifty thousand rupees
in case of an officer who is in default or any other person.
Further section 454 of the Companies Act provides for adjudication of
penalties and states that where the Company fails to comply with the order
made under sub-section (3) or sub-section (7), as the case may be, within a
period of ninety days from the date of the receipt of the copy of the order,
the Company shall be punishable with fine which shall not be less than
twenty five thousand rupees but which may extend to five lakh rupees, and
where an officer of a Company or any other person who is in default fails to
57comply with the order made under sub-section (3) or sub-section (7), as the
case may be within a period of ninety days from the date of the receipt of the
copy of the order, such officer shall be punishable with imprisonment which
may extend to six months or with fine which shall not be less than twenty-five
thousand rupees but which may extend to one lakh rupees, or with both.
Petition before the Regional For the inadvertent appointment of statutory auditors for multiple terms of a
Director, South-East Region, single financial year from the period commencing from Fiscal 2014 up to
Hyderabad, Telangana dated Fiscal 2023. Under Section 139(1) of the Companies Act, 2013 the Company
February 20, 2025 under Sections was required to appoint a statutory auditor for a consecutive term of five years
139, 147 read together with Section and an approval of shareholders is required under Section 139(8)(i).
441 of the Companies Act, 2013
It is to be noted that section 147 of the Companies Act states that If any of the
provisions of sections 139 to 146 (both inclusive) are contravened,
the Company shall be punishable with fine which shall not be less than
twenty-five thousand rupees but which may extend to five lakh rupees and
every officer of the Company who is in default shall be punishable with fine
which shall not be less than ten thousand rupees but which may extend to one
lakh rupees.
Compounding Application before Due to the inadvertent failure of the Company to spend the requisite amount
the Registrar of Companies, on CSR activities during the Fiscals 2015, 2016, and 2018. Additionally, the
Karnataka dated February 20, 2025 unspent CSR amount was not transferred to a Fund specified in Schedule VII
under Section 454 of the Companies of the Act within six months of the expiry of the respective financial years, for
Act, 2013 for adjudication of Fiscal 2015 to Fiscal 2017, as required under Section 135(5) of the Companies
offence made under Section 153 of Act, 2013.
the Companies Act, 2013
Section 135 (7) of the Companies Act states that If a Company is in default
in complying with the provisions of sub-section (5) or sub-section (6) of
Section 135, the Company shall be liable to a penalty of twice the amount
required to be transferred by the Company to the Fund specified in Schedule
VII or the Unspent Corporate Social Responsibility Account, as the case may
be, or one crore rupees, whichever is less, and every officer of
the company who is in default shall be liable to a penalty of one-tenth of the
amount required to be transferred by the Company to such Fund specified
in Schedule VII, or the Unspent Corporate Social Responsibility Account, as
the case may be, or two lakh rupees, whichever is less.
Further section 454 of the Companies Act provides for adjudication of
penalties and states that where the Company fails to comply with the order
made under sub-section (3) or sub-section (7), as the case may be, within a
period of ninety days from the date of the receipt of the copy of the order,
the Company shall be punishable with fine which shall not be less than
twenty five thousand rupees but which may extend to five lakh rupees, and
where an officer of a Company or any other person who is in default fails to
comply with the order made under sub-section (3) or sub-section (7), as the
case may be within a period of ninety days from the date of the receipt of the
copy of the order, such officer shall be punishable with imprisonment which
may extend to six months or with fine which shall not be less than twenty-five
thousand rupees but which may extend to one lakh rupees, or with both.
While our compounding applications and petitions have been accepted and acknowledged and late filing fees have been
submitted for the delayed filings, there can be no assurance that we will not be subject to any further regulatory actions
and/ or penalties which may adversely affect our business, financial condition and reputation, based on the actions taken
on the adjudication on the offence. Further, we cannot assure you that there will be any future non-compliances which
will not result in the application of any penalties or arise again, or that we will be able to rectify or mitigate any such non-
compliances, in a timely manner or at all.
5823. We derive a significant portion of our revenue from a limited number of customers, with our five largest
customers other than Pearson Education Group accounting for 12.45% of our total revenue on a consolidated basis
for Fiscal 2025, the loss of which, or any significant decrease in business from, could adversely affect our financial
condition and results of operations.
Our customers other than Pearson Education Group accounted for ₹ 227.13 million, ₹ 961.40 million, ₹ 1,060.78 million
and ₹ 1,133.81 million of our total revenue corresponding to 40.76%, 41.21%, 53.49%, and 58.11% on a consolidated
basis for the three months period ended June 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. There has
been a decrease in revenue generated from our customers other than Pearson Education Group in Fiscal 2025 as compared
to Fiscal 2024 due to reasons such as the completion of one-time projects by customers and discontinuation of projects.
As a part of our business growth, we intend to take steps to expand our business by diversifying and expanding our
customer base as well as negotiating favourable terms in our agreements to ensure growth in our revenue from our
customers other than Pearson Education Group as they form an important part of our business growth and strategy.
However, we cannot assure that there will be no decrease in revenue from such customers in the future which could have
an adverse effect on our business, financial condition and results of operations.
24. Our Company generates a considerable part of its revenue from its clients situated in North America. Our revenue
generation from such jurisdiction witnessed a downfall from the Fiscal Year 2023 to 2024. Our revenue from North
America for the Fiscal Year 2023 was ₹ 1,234.66 million constituting 63.28% of the total revenue of the Company and
for the year Fiscal Year 2024 was ₹ 1,090.98 million constituting 55.02% of the total revenue. We cannot assure that
there will not be any further such instances wherein we face a similar downfall of revenue generation from a specific
jurisdiction, which may have an adverse effect of our growth, revenue and results of operations.
Our Company generates a considerable part of its revenue from its clients situated in North America and the same accounts
for the highest revenue from a jurisdiction for our Company. Our revenue generation from such North America witnessed
a downfall from the Fiscal Year 2023 to 2024. Our revenue from North America for the Fiscal Year 2023 was ₹ 1,234.66
million constituting 63.28% of the total revenue of the Company and for the year Fiscal Year 2024 was ₹ 1,090.98 million
constituting 55.02% of the total revenue. The reason for such fall in revenue for that specific Fiscal Year was due to the
reason that one of our prominent clients had put a version of our product for testing in the market and hence had put a
temporary hold on further services, considering which the billing and the revenue for the said Fiscal Year had considerably
reduced. Driven by a strategic decision, the client had decided to put on hold its product development effort, thus resulting
in a decline in our revenue.
Though, as a part of our business process and business model, we work towards ensuring that such instances do not affect
our revenue as a whole, however, we cannot assure that there will not be any further such instances wherein we face a
similar downfall of revenue generation from a specific jurisdiction, which may have an adverse effect of our growth,
revenue and results of operations.
25. Our proposed plans with respect to funding the capital expenditure requirement for construction of new building
as a part of expansion of existing facility at Mysore, India are subject to the risk of unanticipated delays in obtaining
approvals and implementation which may adversely affect our business and results of operations.
Our Company operates from its registered office at Plot No. 1-B, Hootagalli Industrial Area situated in Survey no. 85 of
Hootagalli Village, Kasaba Hobli, Mysore Taluk, Mysore District – 570018, Karnataka, India measuring 43,346 square
feet along with built up area of 14,343 square feet and undertakes administrative operations from Plot No. 1-C Part-II and
III, Hootagalli Industrial Area situated in Survey no. 85 of Hootagalli Village, Kasaba Hobli, Mysore Taluk, Mysore
District – 570018, Karnataka, India, which is on lease from our Corporate Promoter and Selling Shareholder, Pedanta
Technologies Private Limited measuring 77,113 square feet along with built up area of 24,617 square feet. We propose
to acquire the plot bearing No.1- C- Part, measuring an extent of 10,113,00 square feet in the Hootagalli Industrial Area,
situated in survey no.83 of Hootagalli Village, Kasaba Hobli, Mysore Taluk, Mysore Distract (“Mysore Property”) and
propose to utilise an amount of ₹ 303.13 million from the Net Proceeds towards such acquisition of land. For more details
see “Objects of the Offer - Funding of capital expenditure for purchase of land and construction of new building at the
Mysore Property” on page 125.
The construction and setting up of a new building are subject to, inter alia, government supervision and approval
procedures, including but not limited to project approvals and filings, civil construction and project planning approvals,
environment protection approvals, drainage licence, factory and labour licences, work safety approvals, fire protection
approvals, and the completion of inspection and acceptance by relevant authorities.
While we will apply for all necessary approvals pertaining to the acquisition of the Mysore Property and construction
thereon, in the case of failure to obtain licenses, or our inability to anticipate regulatory changes and address the related
risks and uncertainties, the Mysore Property as described in detail in “Objects of the Offer” beginning on page 123 of this
59Prospectus could be delayed, adversely affecting our business, results of operation and prospects.
26. If our Company unable to collect our receivables from, or bill our unbilled services to, our clients, our results of
operations and cash flows could be materially adversely affected.
Our business depends on our ability to successfully obtain payment from our clients of the amounts they owe us for
contracts entered into. We usually bill and collect on relatively short cycles. We maintain allowances against receivables
and unbilled services. Actual losses on client balances could differ from those that we currently anticipate and, as a result,
we might need to adjust our allowances.
There is no guarantee that we will accurately assess the creditworthiness of our clients. Weak macroeconomic conditions
and related turmoil in the global financial system could also result in financial difficulties, including limited access to the
credit markets, insolvency, or bankruptcy for our clients, and, as a result, could cause clients to delay payments to us,
request modifications to their payment arrangements that could increase our receivables balance, or default on their
payment obligations to us. Timely collection of client balances also depends on our ability to complete our contractual
commitments and bill and collect our contracted revenues.
If our Company unable to meet our contractual requirements, we might experience delays in collection of and/ or be
unable to collect our client balances, and if this occurs, our results of operations and cash flows could be materially
adversely affected. In addition, if we experience an increase in the time to bill and collect for our services, our cash flows
could be adversely affected.
During, the three months period ended June 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, our trade receivables
were ₹536.51 million, ₹ 511.12 million, ₹ 467.77 million and ₹ 456.60 million, respectively. For details regarding our
receivables, please refer to section titled “Restated Consolidated Financial Information” beginning on page 272 of this
Prospectus. Below is an historical data of trade receivables and provision of bad debts of our Company for the three
months period ended June 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023:
(In ₹ million)
Particulars For the three Fiscal 2025 Fiscal 2024 Fiscal 2023
months period
ended June 30, 2025
Billed Receivables 187.71 344.09 285.57 396.03
Unbilled Receivables 348.80 167.03 182.20 61.00
Less: Allowance for expected credit loss - - - 0.43
Net Trade Receivables 536.51 511.12 467.77 456.60
The following details our Trade Receivable Days of our Company for the three months period ended June 30, 2025 Fiscal
2025, Fiscal 2024 and Fiscal 2023:
Period For the three months Fiscal 2025 Fiscal 2024 Fiscal 2023
period ended June 30,
2025
Trade Receivable Days 87.62 79.97 86.10 85.42
Though, there has been no such delays in payment from our customers that has resulted in reduction of our profit or
affected our cash flows, during Fiscal 2025 and Fiscal 2024, we had to write off an amount of ₹0.39 million and ₹ 51.62
million, respectively due from various customers which were outstanding for a period exceeding three years despite
various attempts of recovery. Therefore, we cannot assure that we will not face such instances in the future as it is beyond
our reasonable control. Any such delay or default in payment from our customers could result in the reduction of our
profits and affect our cash flows.
27. Our growth strategy includes evaluating opportunities for inorganic growth through strategic alliances,
partnerships, investments, acquisitions and rebranding of acquired business. If our Company is unable to successfully
identify and integrate acquisitions, our growth strategy, business, results of operations and prospects may be adversely
affected.
Our Company has in the past pursued inorganic growth through strategic acquisitions of investments in entities that
include related parties. While these investments or acquisitions are intended to complement our existing business
offerings, we may not achieve the expected strategic, financial or operational benefit of such investments or acquisition
which may have an effect on our financial condition and results of operation.
60We have in the past relied on inorganic growth as a key part of our growth strategy, including for our expansion into new
business segments. For instance, we acquired our Subsidiary, Enhanzed Education Private Limited, a company with
several corporate and educational sector customers engaged in providing learning platforms for corporate establishments,
educational institutions and academies. The learning platforms were used for upskilling, induction training, compliance
training and other such training activities in corporates, universities and other educational institutions as well as academies
including publishers use the platforms to design and deliver e-learning courses. Further, with the acquisition of Enhanzed
Education Private Limited, the Company added EnablED to its portfolio which increased its capability to deliver
microlearning based adaptive personalized learning and also enabled the parties to have industry standard API which
could integrate with other platforms including with its existing product SARAS.
For the acquisition of Enhanzed Education Private Limited, which was held by our Promoter and member of Promoter
Group, we had entered into a share purchase agreement dated July 03, 2024 to acquire 100% of the equity share capital
of. The acquisition was based on an independent valuation report dated July 02, 2024 was prepared by Navigant Corporate
Advisors Limited (SEBI registration No: INM000012243), a SEBI Registered Category I Merchant Banker.
The shareholding of the Enhanzed Education Private Limited prior to its acquisition was as follows:
Sr. Names of the Shareholders Number of Equity Percentage of equity holding (%)
No. Shares held
1. Dhananjaya Sudhanva 400,000 72.00
2. Adarsh M S 100,000 18.00
3. Zinniea Consultants Private Limited 55,556 10.00
Total 555,556 100.00
The details of consideration paid by our Company as cash to the shareholders of Enhanzed Education Private Limited are
as follows:
Sr. Name of the shareholders No. of shares Total Consideration paid (₹ in
No. transferred millions)
1. Adarsh M S 100,000 22.90
2. Dhananjaya Sudhanva 400,000 91.60
3. Z inniea Consultants Private Limited 55,556 12.72
Total 555,556 127.22
The major financial parameters of Enhanzed Education Private Limited are as follows:
(₹ in million except per share data)
Pariculars Fiscal 2025 Fiscal 2024 Fiscal 2023
Equity Capital 5.56 5.56 5.56
Reserves (Excluding Revaluation Reserve) (0.36) (0.44) 9.50
Total Sales 18.24 18.65 20.08
Profit/(Loss) after Tax 0.08 (9.94) (1.54)
Earnings per Share (Basic) (Face Value of ₹10) 0.14 (17.9) (2.74)
Earnings per Share (Diluted) (Face Value of ₹10) 0.14 (17.9) (2.74)
Net Asset Value (Total assets-Total liabilities) 5.19 5.12 15.06
Net Asset Value per share (Total assets-Total 9.35 9.21 27.10
liabilities)/Total number of shares
The aforesaid transaction was undertaken in compliance with applicable laws and regulatory frameworks, and was
negotiated on an arm’s length basis. Though the Company at all times we ensure that all such acquisitions, investments,
collaborations, in the future will be in accordance to the provisions of all applicable laws. However, any failure on our
part to integrate such operations or failure to achieve the intended strategic purpose of our proposed acquisitions,
investments, alliances, collaborations or partnerships in the future could adversely affect our business, results of
operations, financial condition, and cash flows.
28. Our Company’s success depends largely upon our Promoters and senior management and is also dependent on
our ability to attract, hire, train and retain experienced and skilled IT professionals. Our inability to retain core members
of our management, as well as sales force and other personnel, or our inability to recruit and train suitable personnel
including skilled IT professionals, may adversely affect our business, results of operations and prospects.
The industry where our Company operates is a predominantly technical and reliant on skilled and technical employees
including skilled IT professionals. The experience of our Promoters and senior management has been critical to our
61success and business growth over the years. Their in-depth knowledge of the market and the business operations have
ensured our growth in the business. As a result, any loss of the services of any of our Promoters or senior management
could materially and adversely affect our business, financial condition and results of operations. The replacement of senior
management may not be straightforward or achievable in a timely manner as they have years of knowledge and experience
in this business, and we may be required to wait indefinitely to fill positions until we find suitable candidates. Furthermore,
attracting, hiring and retaining experienced and qualified senior management with years of experience in this business
sector could require increasing compensation and benefits payable to such personnel, which could affect our operational
costs and accordingly, our financial condition and results of operations. The comparative standard remuneration paid in
the Indian IT services industry may increase at a faster rate than in the past due to the rapid growth and the evolution of
the sector, along with additional employee benefits. If our Company is unable to increase the efficiency and productivity
of our IT professionals as well as the prices we can charge for our services and are unable to ensure that we pay market
rates to our employees as per the standards and in comparison to our peers, our inability to ensure that we adhere to the
growing wage costs and pay our IT employees as per the market standard to retain them, may increase attrition and affect
our financial conditions and profitability.
Our Company’s ability to execute projects and to obtain new clients significantly depends on our ability to attract, train,
motivate and retain skilled software professionals, sales personnel and other mid- level professionals. The attrition rates
in the industry in which we operate have been high due to a highly competitive skilled labour market in India. We invest
in training human resources that we hire to perform the services we provide. These professionals are often targeted by the
lateral recruitment efforts of our competitors. The performance of our Company will be benefited on the continued service
of these persons or replacement of equally competent persons from the domestic or global markets. We may have
difficulty in redeploying and retraining our employees to keep pace with continuing changes in technology, evolving
standards and changing customer.
If any of our Promoters, Key Management Personnel or other skilled personnel cease to be associated with our Company
and we fail to recruit suitable replacements in a timely manner, our ability to manage our growth and our business, results
of operations and prospects may be adversely affected.
The attrition for our total employees, for the period ended August 31, 2025 and, Fiscal 2025, Fiscal 2024 and Fiscal 2023
was 50, 126, 105 and 166 respectively. The attrition rate for the period ended August 31, 2025, Fiscal 2025, Fiscal 2024
and Fiscal 2023 in the senior, middle and junior management are as follows:
For the period ended Fiscal 2025 Fiscal 2024 Fiscal 2023
August 31, 2025
Grade Average Attrition Average Attrition Average Attrition Average Attrition
number of % number of % number of % number of %
employees employees employees employees
Senior 8 0.00 8 0.00 8 13.33 7 0.00
Level
Middle 97 5.15 94 5.35 82 4.91 72 5.59
Level
Junior 999 4.50 986 12.27 958 10.44 893 18.14
Level
Total 1,104 4.53 1,088 11.59 1,047 10.03 972 17.09
Notes:
1) ‘Senior Level’ includes Chairman, Managing Director, Executive Director and Key Managerial Personnels
2) ‘Middle Level’ includes Director of functions, Associate Director, Senior Manager, Manager.
3) ‘Junior Level’ includes Associate Manager, Senior Team Lead, Team Lead, Lead Engineer, Senior Engineer, Engineer, Trainee
There can be no assurance that attrition rates for our employees, will not increase in the future. A significant increase in
our employee attrition rate could also result in decreased operational efficiencies and productivity, loss of market
knowledge and customer relationships, and an increase in recruitment and training costs, thereby materially and
adversely affecting our business, results of operations and financial condition.
29. We derive a significant portion of our revenue from clients based in the USA. There had been a decrease in the
percentage of the overall revenue contribution from the USA in Fiscal 2024 from Fiscal 2023, and there can be no
assurance that such revenue contribution from the USA will not further decrease in the coming years, which may have
an adverse effect on our business, revenue from operations and financial conditions.
We have in the past derived and will continue to derive, a significant portion of our revenue from our customers based in
the US. In comparison to Fiscal 2023, there has been a decline in the percentage of the overall revenue contribution for
Fiscal 2024. Our revenue from operations in US for Fiscal 2023 was ₹1,231.53 million and for Fiscal 2024 was ₹1,090.69
62million. The primary reason for decline was due to the change in the business strategy and reduction in the product
development efforts of one of our top five customers, a US based company, thereby resulting in a significant reduction in
our revenue.
Though this may have been one off reason for a decline in our revenue specifically for the Fiscal 2024, there can be no
assurance that such revenue contribution from the USA will not further decrease in the coming years for reasons beyond
our reasonable control, which may have an adverse effect on our business, revenue from operations and financial
conditions.
30. The utilisation of our Cash Balances as on June 30, 2025, accrued from the lease deposit received from our
Corporate Promoter, Pedanta Technologies Private Limited shall in due course of time, be utilized for the purpose of
identified proposed strategic acquisition. Any failure on our part to utilize such cash balances for such identified
proposed strategic acquisition within a considerable period of time may affect our reputation before the investors.
Pursuant to the board resolution dated August 11, 2025 confirming that the cash balances of the Company as available
for the three months period ended June 30, 2025 shall be utilised towards targeted acquisitions/ investments towards
entities that are in similar lines of business and further that such acquisition/investments shall not be made with any of
the entities related to the Company or its Promoter, Promoter Group and Directors. The Company may utilise a significant
portion of its available cash balances as on June 30, 2025, accrued from the Lease deposit received from Pedanta
Technologies Private Limited, which shall in due course of time be utilized for the purpose of any potentially identified
proposed strategic acquisition. While such acquisitions may support strategic growth objectives, the use of substantial
cash reserves for this purpose involves a number of risks. The Company has not specifically identified any target or
entered into any discussions with such target as on the date of this Prospectus. There can be no assurance that we will be
able to identify and completed such proposed targeted acquisitions within proposed stipulated time and any delay in such
acquisitions time may affect our reputation before the investors. Further, there is no guarantee that any acquisition will
achieve the intended financial or operational benefits, or that the acquired business will perform in line with expectations.
Integration challenges, unforeseen liabilities, or cultural misalignments may also arise, potentially diverting management
attention and consuming additional resources.
In the event that the acquisitions do not conclude within a reasonable stipulated time or yield anticipated synergies or
returns, the depletion of cash reserves could reduce the Company's financial flexibility, impair its ability to respond to
unforeseen liquidity needs, and limit its capacity to invest in other strategic initiatives or to return capital to shareholders.
Moreover, utilising cash balances for acquisitions may increase the Company’s exposure to macroeconomic volatility,
sector-specific downturns, or changes in market conditions affecting the acquired business.
As a result, the use of cash for acquisitions could adversely affect the Company’s financial position, operational results,
and overall risk profile.
31. Our investments in technology may not yield the intended results especially on our technical development.
We invest in and intend to continue investing in human capital to enhance our technical capabilities, particularly with a
view to enter into new areas. Our focus areas currently include developing integrated digital transformation frameworks
based on third party softwares, for the industry verticals of our focus namely, namely (a) Assessment & Proctoring
Solutions, (b) Learning & Students Success Systems, (c) Educational Technology Services and (d) Learning, Design &
Content Services. We also engage with our customers in developing intellectual property combining their expert
knowledge of the business with our technical expertise. Our choice of focus areas and investments in technology and
human capital are based on the management’s perception of the industry. We cannot assure you that such investments
will yield the intended results. Inability of our Company to achieve intended results from its investments in technology
and human capital may adversely impact our cash flows and results of operations.
Below are the details of R&D expenditure undertaken by the Company in the three months period ended June 30, 2025,
Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Period Total Hours Worked Total Cost (in ₹ Million)
For the three months period ended June 30, 2025 1,564 3.05
Fiscal 2025 8,200 8.32
Fiscal 2024 5,318 3.72
Fiscal 2023 10,240 6.21
Total 25,322 21.30
6332. Our Company is dependent on the strength and recognition of our brand and reputation, which may be damaged
by the activities of third-parties and entities, which could harm our brand and reputation, and further harm the results
of our operations and profitability.
As part of our business operations, we provide a wide range of products and services and our ability to attract and retain
clients is highly dependent on the external perceptions of our level of service, trustworthiness, business practices, financial
condition and other subjective qualities. Negative perceptions or publicity regarding these matters or our association with
any corporate entities holding a negative perception could erode trust and confidence and damage our reputation among
existing and potential clients, which could make it difficult for us to attract new clients and maintain existing ones as
mentioned above. If we fail to maintain this brand recognition with our existing and target customers due to any issues
with our product offerings, a deterioration in service quality, or otherwise, or if any premium in value attributed to our
business or to the brands under which our services are provided declines, market perception and customer acceptance of
our brands may also decline.
Infringement of name, brand or trademark can have huge repercussion on the growth, viability and profitability of a brand.
Our business is dependent on the trust our customers place on our brand, visibility and above all the quality of our services.
Any negative publicity regarding us, our brand could adversely affect our reputation and our results of operations. Our
brand can be adversely affected by negative publicity or any claims concerning other businesses using the name
“Excelsoft” or similar trade names, whether or not they are part of the Promoter Group, and such usage can be very
deceptive in nature and can have a negative impact on our brand. While we own our trademark, we cannot guarantee that
a third party may not use such names and we may have no control over such usage (For details, see “Our Business” on
page 194 and see “Government and Other Statutory Approvals” on page 389 of this Prospectus). We may face negative
brand publicity and brand dilution to the extent we fail to develop, promote and position our brands effectively and
consistently in the competitive market. However, there can be no assurance that our advertising or marketing efforts are
or will be successful at all times.
Negative public opinion could also result from actual or alleged conduct by us or those currently or formerly associated
with us in any number of activities or circumstances, including operations, regulatory compliance, and the use and
protection of data and systems, satisfaction of client expectations, and from actions taken by regulators or others in
response to such conduct. This damage to our reputation could further affect the confidence of our clients, regulators,
Shareholders and the other parties in a wide range of transactions that are important to our business having a material
adverse effect on our business, financial condition and operating results.
33. Our marketing and advertising campaigns, may not be successful in increasing the popularity of our products
and offerings which may adversely affect our business and results of operations.
Our revenues are dependent on the sale of products (in particular, the products that are created and enhanced based on
our Company’s products) by our customers to their end-customers. We reach out and connect to educational publishing
houses, technical and educational institutions/academies, and the L&D departments of companies for learning solutions.
We also work towards identifying prospects across various geographies and focus on reaching decision-makers in
geographies like the Americas, Europe, APAC, and Middle East and tailor our approach based on specific job titles,
responsibilities, and pain points across different sectors. We work towards finding the qualified leads and monitor public
and private procurement portals, government websites, industry publications, and networking events to identify RFP
opportunities relevant to our products and services. We engage in personalized engagement to boost our sales and
marketing activity and generate leads through conferences and events in which we participate and through online portal
advertisement. We also market our products through digital and social media marketing and take memberships in industry
associations and organisations such as CII, Indo American Chamber of Commerce and life member at Mysore Chamber
of Commerce & Industry where we participate as office bearers, championing and leading national level events in the
education, learning and assessment sectors. For details, see “Our Business – Marketing and Promotion”. The details of
marketing expenses incurred by our Company during the three months period ended June 30, 2025 Fiscals 2025, 2024
and 2023 are as follows:
Period Marketing Expense (Amount As a% of Revenue for the
in ₹ million) period
For the three months period ending June 30, 2025 37.53 6.74
Fiscal 2025 99.89 4.28
Fiscal 2024 73.86 3.72
Fiscal 2023 56.77 2.91
In the event our marketing and advertising campaigns are unsuccessful, it could have a material adverse effect on our
business growth and prospects, financial condition, results of operations and cash flows. Our inability to maintain our
existing customer network could have an adverse impact on our sales, business growth prospects, result in slowdown of
operations, financial conditions and cash flows.
6434. We do not have long-term commitments with our customers, and our customers may terminate contracts before
completion, negotiate adverse terms of the contract or choose not to renew contracts, which could materially adversely
affect our business, financial condition and results of operations.
Our clients typically retain us through non-exclusive Master Service Agreements (“MSAs”). Most of our MSAs and
individual projects under such MSAs can be terminated by the client with or without cause and without termination-
related penalties. Though a substantial majority of our revenues is generated from repeat business, which we define as
revenues from a customer who also contributed to our revenues during the prior Fiscal, our engagements with our
customers are typically for projects that are singular in nature. In addition, our customers can terminate many of our
master services agreements and work orders with or without cause, and in most cases without any cancellation charge.
Therefore, we must seek to obtain new engagements when our current engagements are successfully completed or are
terminated as well as maintain relationships with existing customers and secure new customers to expand our business
Our estimates of future performance depend upon, among other things, whether and when we will receive new contract
awards. For details regarding our client relationships, please refer to the chapter titled “Our Business -Our Strengths -
Long term relationships with global customers” on page 199. While our estimates are based upon our judgement subject
to past experience, these estimates may frequently change based on newly available information. In the case of large-
scale projects where timing is often uncertain, it is particularly difficult to predict whether or when we will receive a
contract award. The uncertainty of contract awards and timing can present difficulties in matching our workforce size
with our contract needs. If an expected contract award is delayed or not received, we could incur costs due to maintaining
underutilised staff and facilities, which in turn would have the effect of reducing our profits. However, none of the
contracts entered in the past were terminated by the customers.
35. Our Company, Subsidiaries, Promoters and Directors are or may be involved in legal and regulatory proceedings.
Any adverse decision in such proceedings may have a material adverse effect on our business, financial condition,
cash flows and results of operations.
There are outstanding legal and regulatory proceedings involving our Company, Subsidiaries, Promoters and Directors
which are pending at different levels of adjudication before various courts, tribunals and other authorities. Such
proceedings could divert the management’s time and attention and consume financial resources in their defence or
prosecution. The amounts claimed in these proceedings have been disclosed to the extent that such amounts are
ascertainable and quantifiable and include amounts claimed jointly and severally, as applicable. Any unfavourable
decision in connection with such proceedings, individually or in the aggregate, could adversely affect our reputation,
business, financial condition and results of operations.
A summary of outstanding litigation proceedings involving our Company, Subsidiaries, Promoters and Directors, as
disclosed in section titled “Outstanding Litigation and Material Developments” on page 381 in terms of the SEBI ICDR
Regulations as of the date of this Prospectus is provided below:
Type of Proceedings Number of cases Amount^ (In ₹ Million)
Cases against our Company
Criminal proceedings Nil Nil
Actions by statutory or regulatory authorities Nil Nil
Claims related to direct and indirect taxes 3 3.50*
Other pending material litigation proceedings Nil Nil
Total 3 3.50
Cases by our Company
Criminal proceedings Nil Nil
Other pending material litigation proceedings Nil Nil
Total Nil Nil
Cases against our Subsidiaries
Criminal proceedings Nil Nil
Actions by statutory or regulatory authorities Nil Nil
Other pending material litigation proceedings Nil Nil
Total Nil Nil
Cases by our Subsidiaries
Criminal proceedings Nil Nil
Other pending material litigation proceedings Nil Nil
Total Nil Nil
Cases against our Directors other than our Promoters
Criminal proceedings 1 Nil
65Actions by statutory or regulatory authorities Nil Nil
Claims related to direct and indirect taxes 2 0.10*
Other pending material litigation proceedings Nil Nil
Total 3 0.10
Cases by our Directors other than our Promoters
Criminal proceedings Nil Nil
Actions by statutory or regulatory authorities Nil Nil
Claims related to direct and indirect taxes Nil Nil
Other pending material litigation proceedings Nil Nil
Total Nil Nil
Cases against our Promoters
Criminal proceedings Nil Nil
Actions by statutory or regulatory authorities Nil Nil
Claims related to direct and indirect taxes 1 9.82
Disciplinary action taken against our Promoters in the five Nil Nil
Fiscals preceding the date of this Prospectus by SEBI or any
stock exchange
Other pending material litigation proceedings Nil Nil
Total 1 9.82
Cases by our Promoters
Criminal proceedings Nil Nil
Other pending material litigation proceedings Nil Nil
Total Nil Nil
Cases against Key Managerial Personnel
Criminal proceedings Nil Nil
Actions by statutory or regulatory authorities Nil Nil
Claims related to direct and indirect taxes Nil Nil
Sub-Total Nil Nil
Cases by Key Managerial Personnel
Criminal proceedings Nil Nil
Actions by statutory or regulatory authorities Nil Nil
Claims related to direct and indirect taxes Nil Nil
Sub-Total Nil Nil
Cases against Senior Managerial Personnel
Criminal proceedings Nil Nil
Actions by statutory or regulatory authorities Nil Nil
Claims related to direct and indirect taxes Nil Nil
Sub-Total Nil Nil
Cases by Senior Managerial Personnel
Criminal proceedings Nil Nil
Actions by statutory or regulatory authorities Nil Nil
Claims related to direct and indirect taxes Nil Nil
Sub-Total Nil Nil
Total 7 13.42
* Tax Demand on Direct and Indirect Taxes includes Tax, Interest & Penalty.
36. We use software, hardware and Software-As-A-Service (SaaS), technologies from third parties. Any
Interruptions, delays or unavailability of our third-party service providers may affect our operations and our business,
results of operations, and financial condition may be harmed.
Our Company is typically responsible for the integrated delivery of IT solutions we develop for our customers and may
incur liability for payment of liquidated damages upon our failure to provide our services effectively and on a timely
basis. For example, we depend upon internet service providers to deliver connectivity and uptime availability and third
party cloud service providers for regular maintenance of our information technology infrastructure system. A significant
part of our business is providing customized end-to-end IT solutions for our customers. In connection with developing
such IT solutions, we rely on software and hardware from various third parties to deliver our services and solutions, as
well as hosted SaaS applications from third parties and pre-dominantly for such services we enter into agreements with
third-party service providers. However, if any of these software, hardware or SaaS applications become unavailable due
to extended outages, interruptions or because they are no longer available on commercially reasonable terms, it could
result in delays in the provisioning of our services until equivalent technology is either developed by us, or, if available,
is identified, obtained and integrated, which could increase our expenses or otherwise harm our business.
66Unavailability of software may also result in delays in the delivery of our solutions, which may lead to damages being
imposed on us, or in termination of contracts, by our customers. Our Company typically subject to standard terms and
conditions that govern the distribution, use and operation of the software systems licensed to us, and which are subject to
change by such providers from time to time. The terms and conditions of our licenses may contain various restrictions on
use including, in respect of: (i) use of the licensed technologies beyond the scope of the license granted; (ii) modification,
adaption or creation of derivative works; (iii) reverse engineering, duplication or derivation of the source codes unless
expressly permitted by applicable law; (iv) transfer, sub-license or assignment of our rights without prior written consent
of the licensor.
Further, third-party technology platforms tend to evolve with time, and we may not be able to modify our tools and
platforms to assure their compatibility with that of all other third parties. If any of the other third-party products or
technologies that we use become unavailable due to loss of required licenses, extended outages, interruptions, or because
they are no longer available on commercially reasonable terms, we may not be able to deliver solutions to our customers
until we develop equivalent technology or identify, obtain and integrate equivalent technology from other parties, which
could increase our expenses or otherwise harm our business.
We currently serve our clients from third-party data centres and cloud computing providers located around the world.
Some of these facilities may be located in areas prone to natural disasters and may experience events such as earthquakes,
floods, fires, severe weather events, power loss, computer or telecommunication failures, service outages or losses, and
similar events. They may also be subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct or
cybersecurity issues, human error, terrorism, improper operation, unauthorized entry and data loss. In the event of
significant physical damage to one of these data centres, it may take a significant period of time to achieve full resumption
of our services, and our disaster recovery planning may not account for all eventualities. We may also incur significant
costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the
data centres that we use. Although we carry business interruption insurance, it may not be sufficient to compensate us for
the potentially significant losses, including the potential harm to the future growth of our business that may result from
interruptions in our services or products.
However, during the three months period ended June 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023 there have been
no interruptions, delays or unavailability of our third-party service providers that affected our operations and business.
37. Evolving customer preferences and the nature of our business strategy and product services, including our
Software as a Service (SaaS) offerings, could reduce our revenues and adversely affect our business, financial
condition and results of operations.
We offer customers a full range of consumption models, including the deployment of our products through our cloud-
based SaaS offering. These business models continue to evolve, and we may not be able to compete effectively, generate
significant revenues or maintain the profitability of our cloud offerings. Additionally, the increasing prevalence of cloud
and SaaS delivery models offered by us and our competitors may unfavourably impact the pricing and demand of our on-
premise enterprise software offerings, which may reduce our revenues and profitability. As customer demand for our
cloud offerings increases, we may experience volatility in our reported revenues and operating results due to the
differences in timing of revenue recognition for our new on-premise software licences. Customers generally purchase our
cloud offerings on a subscription basis and revenues from these offerings are generally recognised proportionately over
the terms of the subscriptions. This is in contrast to revenues associated with our new on-premise software licences
arrangements whereby new on-premise software licences revenues are generally recognised in full at the time of delivery
of the related software licenses. Should we continue to see more of our customers selecting our SaaS offerings, with
payments made on a monthly or periodic basis rather than based on a perpetual licence with upfront fees, this could, in
some cases, result in instances where reported revenue and cash flow could be lower in the short term when compared to
our historical perpetual licence model, as well as vary between periods depending on our customers' preference to license
our products or subscribe to our subscription-based offerings. While we expect that, over time, the transition to a cloud
and subscription model will help our business to generate revenue growth by attracting new users and by keeping our user
base current (as subscriptions allow users to receive the latest product updates and thereby increasing recurring revenue
per user), there is no assurance that our short-term revenue and operating cash flows will not be adversely affected during
any ongoing transition period.
38. We may fail to identify or successfully acquire target businesses, and our acquisitions could prove difficult to
integrate, disrupt our business, dilute shareholder value and strain our resources.
In the past, we have expanded our service capabilities and gained new customers through selective acquisitions of
Companies which are our Subsidiaries. For more details, please refer the chapter titled “Our Subsidiaries” on page 236.
We compete with other companies to acquire target businesses, and we may not be able to identify or successfully acquire
67such businesses in the future. These acquisitions involve significant challenges and risks, including but not limited to: (i)
difficulties in identifying suitable acquisition targets and competition from other potential acquirers; (ii) difficulties in
determining the appropriate purchase price of acquired businesses; (iii) potential increases in debt, which may increase
our finance costs as a result of higher interest payments; (iv) exposure to unanticipated contingent liabilities of acquired
businesses; (v) receipt of requisite governmental, statutory and other regulatory approvals for any proposed acquisition;
(vi) risks and cost associated with the litigations of the acquired businesses; (vii) not realizing the benefits from
investments, or investments not resulting in immediate returns; (viii) retention of key personnel; (ix) brand dilution; (x)
differences in business backgrounds, corporate cultures and management philosophies that may delay successful
integration; and (xi) insufficient indemnification from sellers for legal liabilities incurred by the acquired company prior
to the acquisition, including for infringement of intellectual property rights. Moreover, the costs of identifying and
consummating acquisitions may be significant. Furthermore, past and future acquisitions and the subsequent integration
of new assets and businesses into our own require significant attention from our management and could result in a
diversion of resources from our existing business, which in turn could have an adverse effect on our operations.
Acquired businesses may have operating, financial or other issues that we fail to discover through due diligence or that
may be greater than what we anticipate prior to the acquisition. In particular, to the extent that prior directors, officers or
any shareholder of any acquired businesses or properties failed to comply with or otherwise violated applicable laws or
regulations, or failed to fulfill their contractual obligations to customers or performed services that are subsequently found
to have been defective, we, as the successor owner, may be financially responsible for these violations and failures and
may suffer financial or reputational harm or otherwise be adversely affected.
While we plan to execute acquisitions to expand our platform and services and acquire new clients to drive accelerated
growth by leveraging our market access as detailed in the section titled “Our Business – Our Strategies – Look for
synergistic acquisition opportunities to expand faster in the education technology market.” on page 206, we may be
unable to find suitable acquisition candidates and to complete acquisitions on favourable terms, if at all, in the future. If
we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals and any
acquisitions we complete could be viewed negatively by customers or investors. Moreover, an acquisition, investment or
business relationship may result in unforeseen operating difficulties and expenditures or unknown liabilities, including
disrupting our ongoing operations, diverting management from their primary responsibilities, subjecting us to additional
liabilities, increasing our expenses and adversely impacting our business, results of operations, cash flows and financial
condition.
We also may not achieve the anticipated benefits from the acquired businesses due to a number of factors, including
difficulties resulting from the integration of information technology systems, accounting systems, culture or personnel;
litigation; use of resources; or other disruption of our operations. Regulatory constraints, particularly competition
regulations, may also affect the extent to which we can maximize the value of our acquisitions or investments.
Acquisitions could also result in issuance of Equity Shares which could dilute the shareholding of our existing
shareholders or the incurrence of debt. If we fail to integrate or manage acquired companies efficiently, or if the acquired
companies are difficult to integrate, divert management resources or do not perform to our expectations, we may not be
able to realize the benefits envisioned for such acquisitions, and our business, or impair the condition of our financial
statements and results of operations, as well as overall growth prospects.
39. We do not execute long-term agreements with most of our customers and our inability to procure new orders on
a regular basis or at all may adversely affect our business, financial condition, cash flows and results of operations.
We typically enter into licensing agreements with our customers, ordinarily through purchase orders, which sets out the
terms of the sales, however, does not bind the customers to any purchase volume. These agreements are terminable with
reasonable advance notice and does not provide for any compensation mechanism upon termination. While our customers
provide us guidance on the demand or forecast volume, they do not make commitments to purchase the quantities
specified in their volume projections. Further, our customers may not place firm purchase orders until a short time before
the products are required from us, as a result of which we do not hold a significant order book at any time, making it
difficult for us to forecast production volume or sales. These are based on numerous factors including economic and
business factors such as our customers’ demand and supply situation, and other variables and assumptions, some or all of
which may change or may not be accurate. Accordingly, we may not be able to effectively plan our production schedules
in advance and our growth estimates may not indicate our actual sales and revenues for any future period. Our business
is dependent upon the continuous relationship with customers and the quality of our products. While we have not faced
instances of any difficulties to procure new orders on a regular basis from our customers that led to any adverse effect on
our business or operations in the three months period ended June 30, 2025 and Fiscals 2025, 2024 and 2023, there can be
no assurance that such instances will not occur in the future. In the event we fail to identify and understand evolving
industry trends or preferences or fail to meet our customers’ demands in the future, our revenue and customer base may
be adversely affected. Our inability to procure new orders on a regular basis or at all may adversely affect our business,
financial condition, cash flows and results of operations. Further, given that we do not execute long-term agreements with
customers, our orders may be cancelled or amended at any time prior to delivery of products, and we may not have any
68recourse in the event of an unexpected delay or cancellation of orders. In the absence of exclusive contracts with our
customers, our customers may also replace our products and/or services with those of our competitors on short notice.
Accordingly, we may not realize all of the future sales represented by our awarded business, which could materially and
adversely affect our business, financial condition, cash flows and results of operations.
40. We may be liable to our clients for damages caused by system failures, disclosure of confidential information or
data security breaches, which could harm our reputation and cause us to lose clients.
Many of our contracts involve contracts that are critical to the operations of our clients’ businesses and these provisions
provide benefits to our clients that may be difficult to quantify. Any failure in a client’s system could result in a claim for
substantial damages against us, regardless of our responsibility for such failure. In addition, we often have access to, or
are required to collect and store, confidential client data. We face a number of threats to our data centres and networks
such as unauthorized access, security breaches and other system disruptions. It is critical to our business that our
infrastructure remains secure and is perceived by customers to be secure. We seek to rely on encryption and authentication
technology licensed from third parties to provide the security and authentication necessary to effect secure online
transmission of confidential client information. Despite our security measures, advances in computer capabilities, new
discoveries in the field of cryptography or other events or developments may result in a compromise or breach of the
algorithms that we use to protect sensitive customer transaction data. Breaches of our security measures or the accidental
loss, inadvertent disclosure or unapproved dissemination of confidential customer data could expose us, our customers or
the individuals affected to a risk of loss or misuse of this information, or cause interruptions in our operations. We may
be required to expend significant capital and other resources to protect against such security breaches, to alleviate
problems caused by or to investigate such breaches, all of which could subject us to liability, damage our reputation and
diminish the value of our brand name. Although we attempt to limit our contractual liability for consequential damages
in rendering our services, many of our client agreements do not limit our potential liability for breaches of confidentiality
and we cannot be assured that such limitations on liability will be enforceable in all cases, or that they will otherwise
protect us from liability for damages. Moreover, if any person, including any of our employees or former employees or
subcontractors, penetrates our network security or misappropriates sensitive data, we could be subject to significant
liability from our clients or from our clients’ customers for breaching contractual confidentiality provisions or privacy
laws. Unauthorised disclosure of sensitive or confidential client and customer data, whether through breach of our
computer systems, systems failure, loss or theft of assets containing confidential information or otherwise, could render
us liable to our clients for damages, damage our reputation and cause us to lose clients.
A successful assertion of one or more large claims against us could adversely affect our revenues and results of operations.
We may also be liable to our clients for damages or termination of contract if our Company unable to address disruption
in services to them with adequate business continuity plans and/or for non-compliance with our clients’ information
security policies and procedures.
However, during the three months period ended June 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, there have been
no system failures, issues related disclosure of confidential information or data security breaches.
41. All the intellectual property developed by us have not been registered under the patent or copyright laws of India.
Our Company owns a set of various intellectual property which are important for our brand and business which we take
steps to monitor the possible infringement or misuse of, as detailed in the chapter “Government and Other Statutory
Approvals- Intellectual Property related approvals of our Company and Material Subsidiaries” on page 389. However,
we have not obtained copyright registrations for any of our software products, other than as disclosed in this Prospectus.
In the event of a dispute on our copyright in any of our products or materials, we may not be able to adequately protect
its intellectual property rights.
While we employ adequate measures to avoid copying, transmitting or plagiarism of the information by any person, our
efforts to protect the content developed by us may not be adequate to prevent misappropriation or to detect unauthorised
use and we may not be able to take appropriate steps to enforce our rights in relation to the content.
Our competitors may independently develop similar products or duplicate our products or services. The misappropriation
or duplication of our products could disrupt the ongoing business, distract management and employees, reduce revenues
and increase expenses. In the future, litigation may be necessary to enforce our rights in relation to the software developed
by us or to determine the validity and scope of the proprietary rights of others. Any such litigation could be time-
consuming and costly.
6942. The commercial success of our services depends to a significant extent on the success of the end use customers.
If there is any downturn in the industries in which our customers operate, it could have a material adverse effect on
our business, financial condition and results of operations.
Our Company is a global vertical SaaS company focused on the learning and assessment market offering products and
services solutions to our customers in the educational and testing sector. The demand of services from our Company is
significantly dependent on our customers engaged in diverse industries who approach us and engage our services for
conducting various assessment and learning programs amongst product offerings. The demand of our services is directly
proportional to the demand of the products and/services of our customers and the success of their respective industries.
Therefore, the commercial success of our business is dependent on the commercial viability and success of our customers.
Any downturn in the industries or the demand of the products or services of our customers, could have a direct impact on
the demand of our services and our business operations. Any disturbance in the industry in which our customers operate
could adversely impact our business due to our significant dependence on the end use customers.
Further, the performance of our customers, their sales network and their ability to expand their businesses are crucial to
the future growth of our business and directly affect our sales volume and profitability. If any of the customers fails to
sell our products to the end customers, or if our relationships with our customers are affected, our profitability could be
significantly affected. Accordingly, risks that could seriously harm our key customers could harm us as well, including,
recession in the geography or industry in which our key customers operate their businesses, strikes, natural calamities,
fire and other such incidents at our customer’s facilities leading to shutdown of their facilities, our key customers’ inability
to effectively manage their operations or changes in laws and policies affecting our customers to operate profitably.
43. The determination of the Price Band is based on various factors and assumptions and the Offer Price of the
Equity Shares may not be indicative of the market price of the Equity Shares after the Offer.
The determination of the Price Band is based on various factors and assumptions and was determined by our Company
in consultation with the BRLM. The Offer Price of the Equity Shares was determined by our Company in consultation
with the BRLM through the Book Building Process. These were based on numerous factors, including factors as described
under “Basis for Offer Price” on page 141 and may not be indicative of the market price for the Equity Shares after the
Offer. The market price of the Equity Shares could be subject to significant fluctuations after the Offer and may decline
below the Offer Price. We cannot assure you that the investor will be able to resell their Equity Shares at or above the
Offer Price resulting in a loss of all or part of the investment. The relevant financial parameters based on which the Price
Band was determined has been disclosed in the advertisement issued for publication of the Price Band. For further details,
see “Basis for Offer Price” on page 141.
44. Our Directors, and majority of our KMP’s and SMP’s do not have any prior experience of being associated with
any listed company in India and this may present potential challenges for our Company.
Our current Board comprises of (8) Eight Directors including (2) Executive Directors (including one woman Executive
Director) and (6) Non-Executive Directors (including one woman Non-Executive Director) out of which (4) are
Independent Directors (including one woman Independent Director). None of our Directors are currently a director in any
other listed company in India. While our Board members are qualified and have relevant experience in their respective
fields, not having any significant experience of being a director in any other listed company in India may present potential
challenges for our Company. Further, majority of our KMP’s and SMP’s also do not possess any past experiences of
working with a listed company, which may also pose potential challenges for our Company. Although, as a Company we
would ensure that we adhere to the requirements that are needed for a listed company to operate and function, we cannot
assure that the lack of experience of our management in dealing with listed companies may have an adverse impact on
the functions and operations of the Company.
45. We operate in a new and rapidly evolving industry of Vertical Saas solutions for learning and assessment, which
makes it difficult to evaluate our future prospects and may increase the risk that we will not continue to be successful.
If our Company is not successful in this industry going forward, it could materially adversely affect our business,
reputation and cash flows.
The market for Vertical Saas solutions for learning and assessment is new, competitive and continuously evolving,
subject to rapidly changing demands and constant technological developments. Rapidly evolving customer preferences,
seasonal trends, advent of new products, methodologies and technological trends can lead to competition, rapid changes,
requirement for high investments and difficulty in strategizing our business model and service offerings, thereby
affecting the results of our operations.
While we have been in this line of business for a considerable amount of time and have the experience and expertise to
manage the business, as businesses have been incurring significant expenditure in the past to adopt emerging technologies
and related technological trends, there can be no assurance that we will continue adapt in the same manner in the future.
70Any failure on our part to maintain and keep up pace with the evolving need of the Vertical Saas solutions for learning
and assessment industry, make adequate investments for new products and methodologies and be in competition with our
peers by keeping our products up to date, may have an adverse effect on our business, result of operation and profitability.
46. Our Subsidiaries for which our financials have been consolidated, namely Enhanzed Education Private Limited,
Freedom To Learn Limited (former subsidiary) and Excelsoft Technologies Limited which are not Material
Subsidiaries have not been audited by our Statutory Auditors.
Our Subsidiaries for which our financials have been consolidated, namely Enhanzed Education Private Limited, Freedom
To Learn Limited (former subsidiary) and Excelsoft Technologies Limited (UK subsidiary) have not been audited by our
Statutory Auditors, as they do not form part of the Material Subsidiaries. Accordingly, there can be no assurance that the
financial statements of these entities will not have a material adverse effect on our business, financial condition, cash
flows, results of operations and prospects.
47. Some of our Promoters have interest in entities, which are engaged in lines of business similar to that of our
Company which have objects similar to that of our Company. Any conflict of interest which may occur between our
business and the activities undertaken by such entities could adversely affect our business and prospects.
As on the date of this Prospectus, our Corporate Promoter Pedanta Technologies Private Limited, and individual
Promoters, i.e. Dhananjaya Sudhanva, Lajwanti Sudhanva and Shruthi Sudhanva have interests in entities, which are
engaged in lines of business that may be similar to that of our Company. For more details regarding our Promoters, see
the section titled “Our Promoters and Promoter Group” on page 264 of this Prospectus.
Pedanta Technologies Private Limited vide their board resolution dated July 11, 2017 have confirmed and undertaken
that they would not compete with the business of our Company at any time. However, there can be no assurance that they
will not provide comparable services, expand their presence or acquire interests in competing ventures in the locations in
which our Company is already present or will enter into in the future. Such factors may have an adverse effect on the
results of our operations and financial condition.
48. Employee fraud or misconduct could harm us by impairing our ability to attract and retain clients and subject us
to significant legal liability and reputational harm.
Our business is exposed to the risk of employee misappropriation, fraud or misconduct. Our employees could make
improper use or disclose confidential information protected under insider trading regulations, which could result in
regulatory sanctions and serious reputational or financial harm money from investors resulting in wrongful loss. While
we strive to monitor, detect and prevent fraud or misappropriation by our employees, through various internal control
measures, we may be unable to adequately prevent or deter such activities in all cases. Our dependence upon automated
systems to record and process transactions may further increase the risk that technical system flaws or employee tampering
or manipulation of those systems will result in losses that are difficult to detect. While we have been able to identify such
issues in the past, there could be instances of fraud and misconduct by our employees, which may go unnoticed for certain
periods of time before corrective action is taken. In addition, we may be subject to regulatory or other proceedings,
penalties or other actions in connection with any such unauthorized transaction, fraud or misappropriation by our agents
or employees, which could adversely affect our goodwill, business prospects and future financial performance. We may
also be required to make good any monetary loss to the affected party. Even when we identify instances of fraud and other
misconduct and pursue legal recourse or file claims with our insurance carriers, we cannot assure you that we will recover
any amounts lost through such fraud or other misconduct.
However, during the three months period ended June 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, there have been
no incidents of employee misappropriation, fraud or misconduct that could harm us by impairing our ability to attract and
retain clients and subject us to significant legal liability and reputational harm.
49. Our profitability will suffer if our Company is not able to maintain our resource utilisation levels and productivity
levels.
Our profitability is significantly impacted by our utilisation levels of fixed-cost resources, including human resources as
well as other resources such as computers and office space, and our ability to increase our productivity levels. We have
expanded our operations significantly in recent years through organic growth and strategic acquisitions, which has
resulted in a significant increase in our headcount and fixed overhead costs. Some of our IT professionals are specially
trained to work for specific customers or on specific projects. For the three months period ended June 30, 2025, Fiscal
2025, 2024 and 2023 the utilisation rates of our employees were 90%, 90%, 84% and 76%. Our ability to manage our
utilisation levels depends significantly on our ability to hire and train high-performing IT professionals and to staff
projects appropriately and on the general economy and its effect on our customers and their business decisions regarding
the use of our services. If we experience a slowdown or stoppage of work for any customer or on any project for which
71we have dedicated IT professionals or facilities, we may not be able to efficiently reallocate these IT professionals and
facilities to other customers and projects to keep their utilisation and productivity levels high. If our Company is not able
to maintain high resource utilisation levels without corresponding cost reductions or price increases, our profitability will
suffer,
Our profitability and the cost of providing our services are affected by the utilisation rates of our employees in our delivery
locations. If our Company is not able to maintain appropriate utilisation rates for our employees involved in delivery of
our services, our profit margin and our profitability may suffer.
Our utilisation rates are affected by a number of factors, including:
• our ability to promptly transition our employees from completed projects to new assignments;
• our ability to forecast demand for our services and thereby maintain an appropriate number of employees in each of
our delivery locations;
• our ability to deploy employees with appropriate skills and seniority to projects;
• our ability to manage the attrition of our employees and to hire and integrate new employees; and
• our need to devote time and resources to training, professional development and other activities that cannot be billed
to our customers
Further, our master services agreements with our customers may specify that our IT professionals who have worked on
their project cannot work on a competitor’s project for a stipulated period of time which could typically range from three
months to two years post the completion of the project and/or give our customers the right to hire our IT professionals
working on their project. These limitations may impact our staffing ability.
Employee shortages could prevent us from completing our contractual commitments in a timely manner, taking up new
contracts and cause us to lose contracts or customers. Further, to the extent that we lack sufficient employees with lower
levels of seniority and daily or hourly rates, we may be required to deploy more senior employees with higher rates on
projects without the ability to pass such higher rates to our customers, which could adversely affect our profit margin and
profitability.
50. Our Company is a vertical SaaS company and are subject to occupational and operational safety norms and
labour laws. Any failure to comply with these regulations could subject us to potential liability which may have an
adverse effect on our business and results of operations.
Our business and operations are subject to occupational and operational safety norms and labour laws as detailed in the
chapter “Key Regulations and Policies” on page 219 of this Prospectus. As a part of our business, our Company is required
to ensure that at all times maintain compliance with respect to standard industry practice pertaining to occupational and
operational safety norms and to ensure that our Company is compliant with all applicable labour laws.
Non-compliance with these industry norms and statutory laws at any point of time may lead to potential inspections, fines,
penalties or other regulatory actions, as may be imposed by relevant authorities.
Though we have not had any instances wherein we have received any such notices or claims from any regulatory authority,
we cannot assure that we will be able to maintain such compliance at all times and any failure on our part to maintain
such compliance could subject us to potential liability which may have an adverse effect on our business and results of
operations.
51. Our business, results of operations and financial condition could be negatively affected if we incur legal liability,
including with respect to our indemnification obligations, in connection with providing our solutions and services.
If we fail to meet our contractual obligations or otherwise breach obligations to our customers, we could be subject to
legal liability. We may enter into non-standard agreements because we perceive an important economic opportunity or
because our personnel did not adequately adhere to our guidelines. In addition, the contracting practices of our competitors
may cause contract terms and conditions that are unfavourable to us to become standard in the marketplace. If we cannot
or do not perform our obligations, we could face legal liability and our contracts might not always protect us adequately
through limitations on the scope and/or amount of our potential liability. If we cannot, or do not, meet our contractual
obligations to provide solutions and services, and if our exposure is not adequately limited through the terms of our
agreements, we might face significant legal liability and our business could be materially adversely affected. In the normal
course of business, we have entered into contractual arrangements through which we may be obligated to indemnify
customers or other parties with whom we conduct business. These arrangements can include provisions whereby we agree
to defend and hold the indemnified party and their relevant affiliates harmless with respect to claims related to matters
including our breach of representations, warranties or covenants made by us, or out of our intellectual property
infringement, our gross negligence or wilful misconduct, and other claims. Payments by us under any of these
72arrangements are generally conditioned on the customer making a claim and providing us with full control over the
defence and settlement of such claim. It is not possible to determine the maximum potential amount under these
indemnification agreements due to the unique facts and circumstances involved in an agreement, and any claims under
these agreements may not be subject to liability limits or exclusion of consequential, indirect or punitive damages.
Historically, we have not made payments under these indemnification agreements. However, if events arise requiring us
to make payment for indemnification claims under our indemnification obligations in contracts we have entered, such
payments could have a material impact on our business, financial condition and results of operations.
52. Larger projects involve multiple stakeholders and components which subjects us to additional execution risks.
Our failure to complete projects within budget and on time will negatively affect our profitability.
We have been involved in and will continue to be involved in a number of large and complex projects. Larger projects
often involve multiple stakeholders and components, engagements or phases, and a customer may choose not to retain us
for additional stages or may cancel or delay additional planned engagements. These terminations, cancellations or delays
may result from the business or financial condition of our customers or the economy generally, as opposed to factors
related to the quality of our services. Cancellations or delays make it difficult to plan for project resource requirements
and resource planning inaccuracies may have an adverse impact on our profitability. In addition, such larger projects may
involve multiple parties in the delivery of services and require greater project management efforts on our part. Any failure
in this regard may adversely impact our performance. In addition, the increased breadth of our service offerings increases
our chances of being involved in larger and more complex customer projects.
We typically perform projects either on a fixed price, fixed time or on a time and materials basis. Fixed price projects are
those projects where the amount to be billed is specified in the relevant work order. We derive a significant portion of our
revenues from fixed price contracts. If we fail to estimate accurately the resources and the time required for a fixed price
project, future wage inflation rates or currency exchange rates, or if we fail to complete our contractual obligations within
the contracted time frame, our profitability may suffer.
53. Our pricing structures do not accurately anticipate the cost and complexity of performing our work and if our
Company is unable to manage costs successfully, few of our contracts could be or become unprofitable.
The intense competition we face in the sales of our products and services and general economic and business conditions
as well as changes in the IT industry standards and landscape, can put pressure on us to change our pricing models. If our
competitors offer deep discounts on products or services or develop products that the marketplace considers more
valuable, we may need to lower prices or offer other favourable terms in order to compete successfully. Any such changes
may reduce our sales or margins and could adversely affect our business and operating results.
We typically enter into master service agreements with our customers, which broadly set out the framework relating to
the services we offer, and separate work orders are executed thereunder in respect of individual engagements, along with
the commercial terms in respect thereof. We negotiate pricing terms with our customers utilizing a range of pricing
structures and conditions. Depending on the particular contract, we may use time-and-materials pricing, pursuant to which
we typically invoice on a monthly basis for the services that we provide to our clients. We also enter into fixed-price
arrangements, pursuant to which we provide a defined scope of work over a fixed timeline for a capped fee. In some
instances, we enter into time-and-materials pricing arrangements, but with the inclusion of fixed-price elements for few
specified services.
Our ability to improve or maintain our profitability is dependent on managing our costs successfully. Our cost
management strategies include maintaining appropriate alignment between the demand for our services and our resource
capacity, optimizing the costs of service delivery through deployment of tools, and effectively leveraging our sales and
marketing and general and administrative costs. We also have to manage additional costs to replace or upgrade our
services in the event our clients are not satisfied in relation thereto and believe we have failed to properly understand their
needs and develop solutions accordingly. Our pricing structure is highly dependent on our internal forecasts and
predictions about our services and the potential demand for our services by our clients, which might be based on limited
data and could be inaccurate. We price our work orders based on assumptions regarding the scope of work required, cost
to complete the work and personnel required. Our pricing is dependent on internal forecasts which may be based on
limited data, and we bear the financial risk if we initially underprice our work order or otherwise overrun our cost
estimates, which could adversely affect our cash flows and financial performance. There is no guarantee that these, or
other cost management efforts, will be successful, that our efficiency will be enhanced, or that we will achieve desired
levels of profitability. If we do not accurately estimate the resources required, costs and timing for completing contracts,
future rates of wage inflation and currency exchange rates, or if we fail to complete our contractual obligations within the
contracted timeframe, our contracts could prove unprofitable for us or yield lower profit margins than anticipated.
Further, there is a risk that we will underprice our contracts, fail to accurately estimate the duration, costs and complexity
of performing the work or fail to accurately assess the risks associated with potential contracts. In particular, any increased
73or unexpected costs, or wide fluctuations compared to our original estimates or delays, or unexpected risks we encounter
in connection with the performance of this work, including those caused by factors outside of our control, could make
these contracts less profitable or unprofitable, which could adversely impact our profit margin.
54. We have in the past experienced, and may in the future experience, a long selling and implementation cycle with
respect to our projects that require us to make significant resource commitments prior to realising revenue for our
services.
We have experienced, and may in the future experience, a long selling cycle with respect to our projects that require
significant investment of human resources and time by both our customers and us. For a prospect in the USA, we invested
in human resources to develop specific features before the contract was signed, and the contract was subsequently signed
after a long period of time. Before committing to use our services, potential customers may require us to expend
substantial time and resources educating them on the value of our services and our ability to meet their requirements.
Therefore, our selling cycle is subject to many risks and delays over which we have little or no control, including our
customers’ decision to choose alternatives to our services (such as other SaaS service providers or in-house resources)
and the timing of our customers’ budget cycles and approval processes. If our sales cycle unexpectedly lengthens for one
or more projects, it would negatively affect the timing of our revenue and hinder our revenue growth. For some customers,
we may have to begin work and incur costs prior to executing the contract and the same is dependent on the kind of work
that we need to deliver and are engaged for. A delay in our ability to obtain a signed agreement or other persuasive
evidence of an arrangement, or to complete our contract requirements in a particular quarter, could reduce our revenue in
that quarter or render us entirely unable to collect payment for work already performed.
Implementing our services also involves a significant commitment of resources over an extended period of time from
both our customers and us. Our customers may experience delays in obtaining internal approvals or delays associated
with technology, thereby further delaying the implementation process. Our current and future customers may not be
willing or able to invest the time and resources necessary to implement our services, and we may fail to close sales with
potential customers to whom we have devoted significant time and resources. Any significant failure to generate revenue
or delays in recognising revenue after incurring costs related to our sales or services process could materially adversely
affect our business.
55. Our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements, and
violation of these regulations could harm our business.
Since we provide services to clients across geographies such as USA, Singapore United Kingdom, India, United Arab
Emirates, Saudi Arabia, Japan, Australia, Malaysia etc. our Company is subject to numerous, and sometimes conflicting,
legal requirements on matters as diverse as import/export controls, content requirements, trade restrictions, the
environment (including electronic waste), tariffs, taxation, sanctions, government affairs, anti-corruption, whistle
blowing, internal and disclosure control obligations, data protection and privacy and labour relations and regulatory
requirements that are specific to our clients’ industries. Non-compliance with these regulations in the conduct of our
business could result in fines, penalties, criminal sanctions against us or our officers, disgorgement of profits, prohibitions
on doing business and have an adverse impact on our reputation. Gaps in compliance with these regulations in connection
with the performance of our obligations to our clients could also result in exposure to monetary damages, fines and/or
criminal prosecution, unfavourable publicity, restrictions on our ability to process information and allegations by our
clients that we have not performed our contractual obligations. Due to the varying degree of development of the legal
systems of the countries in which we operate, local laws might be insufficient to defend us and preserve our rights. We
could also be subject to risks to our reputation and regulatory action on account of any unethical acts by any of our
employees, partners or other related individuals. We may be subject to risks relating to compliance with a variety of
national and local laws, including multiple tax regimes, labour laws, and employee health, safety, wages and benefits
laws. We may, from time to time, be subject to litigation or administrative actions resulting from claims against us by
current or former employees individually or as part of class actions, including claims of wrongful terminations,
discrimination, misclassification or other violations of labour law or other alleged conduct. We may also, from time to
time, be subject to litigation resulting from claims against us by third parties, including claims of breach of non-compete
and confidentiality provisions of our employees’ former employment agreements with such third parties or claims of
breach by us of their intellectual property rights. Our failure to comply with applicable regulatory requirements could
have a material adverse effect on our business, financial condition and results of operations.
56. Failure to offer client support in a timely and effective manner may adversely affect our relationships with our
clients.
From time to time, our clients require our support teams to assist them in using our products effectively which help them
in resolving post-deployment issues quickly and in providing ongoing support. If we do not devote sufficient resources
or are otherwise unsuccessful in assisting our clients effectively in a timely manner or at all, it could adversely affect our
ability to retain existing clients and could prevent prospective clients from approaching us. We may be unable to respond
74quickly enough to accommodate short-term increases in demand for client support. We also may be unable to modify the
nature, scope and delivery of our client support to compete with changes in the support services provided by our
competitors. Increased demand for client support, without corresponding revenue, could increase costs and adversely
affect our reputation, business, results of operations and financial condition. Any failure to maintain high-quality client
support, or a market perception that we do not maintain high-quality client support, could adversely affect our reputation,
business, results of operations and financial condition.
57. Our Company is subject to transfer pricing regulations in respect of transactions with our foreign Subsidiaries.
If the income tax authorities review any of our tax returns and determine that the transfer price applied was not
appropriate, we may incur increased tax liabilities, including accrued interest and penalties
We cater to a number of clients in a number of jurisdictions outside India, including in the U.S., U.K., and UAE through
our foreign subsidiaries with whom we enter into transfer pricing agreements at an arm’s length basis which transfer
pricing regulations under the Income Tax Act, 1961 require, stating that any international transaction involving associated
enterprises be at an arm’s length price. Transactions among us and our Subsidiaries may be considered such transactions,
according to which we determine the pricing among our entities on the basis of detailed functional and economic analysis
involving benchmarking against transactions among entities that are not under common control.
If the income tax authorities review any of our tax returns and determine that the transfer price applied was not appropriate,
we may incur increased tax liabilities, including accrued interest and penalties. The amount of taxes we pay in different
jurisdictions may depend on the application of the tax laws of the various jurisdictions, to our international business
activities, changes in tax rates, new or revised tax laws or interpretations of existing tax laws and policies, and our ability
to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The taxing
authorities of the jurisdictions in which we operate may challenge our methodologies for pricing intercompany
transactions pursuant to our intercompany arrangements or disagree with our determinations as to the income and
expenses attributable to specific jurisdictions. If such a challenge or disagreement were to occur, and our position was not
sustained, we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges,
higher effective tax rates, reduced cash flows and lower overall profitability of our operations.
58. We require specific approvals or licenses in the ordinary course of business and the failure to renew, obtain or
retain them in a timely manner, or at all, may adversely affect our operations.
Our Company required to maintain specific statutory and regulatory permits, licenses and approvals to operate our
business. Though we have obtained these permits and licenses which are adequate to run our business, we cannot assure
that there is no other statutory/regulatory requirement which our Company required to comply with. Further, some of
these approvals are granted for fixed periods of time and need renewal from time to time. There can be no assurance that
the relevant authorities will issue any of such permits or approvals in time or at all. Failure by us to renew, maintain or
obtain the required permits or approvals in time may result in the interruption of our operations and may have a material
adverse effect on our business, financial condition and results of operations.
The approvals required by our Company are subject to numerous conditions and there can be no assurance that these
would not be suspended or revoked in the event of non-compliance or alleged non-compliance with any terms or
conditions thereof, or pursuant to any regulatory action. If there is any failure by us to comply with the applicable
regulations or if the regulations governing our business are amended, we may incur increased costs, be subject to penalties,
have our approvals and permits revoked or suffer a disruption in our operations, any of which could adversely affect our
business. Our Company is in the process of making application for change in name in all the permits, licenses and
approvals, which are under Company’s former name i.e Excelsoft Technologies Private Limited. For further details,
please refer to section titled “Government and Other Statutory Approvals” beginning on page 386 of this Prospectus.
59. Our Promoters including our Corporate Promoter have interests in our Company, in addition to their normal
remuneration or benefits and reimbursement of expenses incurred.
To the extent of their shareholding in our Company or their relatives, dividend entitlement, our Promoters and Directors
are interested in our Company, in addition to regular remuneration or benefits and reimbursement of expenses.
Further, our registered office situated at 1-B Hootagalli, Industrial Area, Mysore – 570018 Karnataka, India is owned by
our Corporate Promoter and is currently leased to our Company. For more details, please refer to “Risk Factor -Our
Registered Office and other properties are located on land parcels that are not owned by us and are held by us on a
leasehold basis. In the event we lose or are unable to renew such leasehold rights, our business, results of operations,
financial condition and cash flows may be adversely affected”.
We may not be able to successfully extend or renew such lease agreements upon expiration of the current term on
commercially reasonable terms or at all and may therefore be forced to relocate our affected operations. This could disrupt
75our operations and result in relocation expenses, which could adversely affect our business, financial condition, results of
operations and cash flows. Further there are risks associated with the disputes of the property that may also lead to business
disruptions. Even where we can extend or renew our leases, our rental payments may increase because of the high demand
for the leased properties. Further, in specific cases where we must commit to lock-in periods our ability to exit the property
may be limited. Further, any unanticipated or steep increase in the regulatory costs on account of stamp duty, municipal
taxes or any other local duties, taxes, levies may adversely impact our ability to sustain or expand retail stores marketplace
or warehouses in an affordable manner. There can be no assurance that our Corporate Promoter will maintain the terms
of the lease agreement and there cannot be any guarantee that the Corporate Promoter cannot exercise a termination or
re-negotiation of the terms of the lease deed and trademark assignment that may adversely affect the operations of our
Company and will exercise their rights as shareholders to the benefit and best interest of our Company.
In addition, for so long as the Promoters continue to exercise significant control over the Company, they may influence
the material policies of the Company in a manner that could conflict with the interests of our other shareholders. The
Promoters may have interests that are averse to the interests of our other shareholders and may take positions with which
our other shareholders do not agree.
60. We may fail to protect our intellectual property rights and may be exposed to misappropriation and infringement
claims by third parties, either of which may have a material adverse effect on our business and reputation.
Our Company and our Subsidiaries hold a broad collection of intellectual property rights. For details, see “Our Business—
Intellectual Property” on page 217.
Our trademarks may expire, and we cannot assure you that we will be able to renew them after expiry. As of the date of
this Prospectus, our Company has 42 trademarks registered in India and United Kingdom, two copyrights, and 121 domain
names. Further, as of the date of this Prospectus, our Company has filed applications for 8 trademarks which are currently
pending. We further have 09 objected trademarks. Our pending and future trademark applications or any other intellectual
property may not be granted registration. Although we have not had material instances of infringement of our intellectual
property in the three months period ended June 30, 2025 and the last three Fiscals, we may be unable to prevent third
parties from seeking to register, acquire, or otherwise obtain intellectual property that are similar to, infringe upon or
diminish the value of our intellectual property rights. In addition, our current or future intellectual property rights may be
challenged by third parties or invalidated through administrative process or litigation. Failure to successfully obtain and
maintain such registrations could impact our use of such intellectual property rights, which in turn could adversely affect
our reputation, goodwill, business prospects, and results of operations. The intellectual property developed as part of our
business engagements with our customers generally are owned by the customer. If we become liable to our customers or
to third parties for infringement of their intellectual property rights by us, our other customers, our vendors or
subcontractors, we could be required to pay a substantial damage award and be forced to develop non-infringing
technology, obtain a license or cease selling the applications, services or solutions that contain the infringing technology.
Further, our proprietary technology platforms are essential to our business. If our Company is unable to prevent
unauthorized use or misappropriation by third parties of such technology platforms, our competitors may be able to mimic
our technology platforms or offerings, and enforcing our rights could be time-consuming and expensive, and may not be
successful. In addition, third-party providers of software that we license may subject us to claims or litigation to seek
damages for violating their licenses and intellectual property rights which could require us to pay damages, enter into
expensive license arrangements or modify our services and solutions. We may also face litigation or incur additional fees
and be required to pay damages for violating contractual terms, misuse or excessive use of our license to intellectual
property rights, which could cause significant damage to our reputation and adversely affect our business, financial
condition and results of operations.
For details, see “Our Business” on page 194 of this Prospectus and see “Government and Other Statutory Approvals” on
page 389 of this Prospectus.
61. Our Company and Subsidiaries have incurred losses in past.
Our Company and Subsidiaries have incurred losses in the past. There can be no assurance that our Company and
Subsidiaries will not incur losses in the future, or that there will not be any adverse effect on our reputation or business as
a result of such losses. For details, please see "Restated Consolidated Financial Information" and “Our Subsidiaries” on
page 272 and 236 of this Prospectus respectively.
7662. Our Company has undertaken an issuance of bonus Equity Shares in the past. However, we cannot assure you
that our Company will be able to undertake an issuance of bonus Equity Shares in the future.
Pursuant to Section 63 and other applicable provisions of the Companies Act, 2013 and rules framed thereunder, a
company may issue bonus shares to its shareholders. Our Company has in the past authorized the issuances of bonus
shares to its shareholders. For further details, please refer to heading titled ‘Notes to Capital Structure’ and sub-heading
titled ‘Share Capital History of our Company’ in the chapter titled ‘Capital Structure’ on page 107 of this Prospectus.
In the event our Company issues bonus shares to its shareholders in the future out of the Company’s free reserves or the
capital redemption reserve. Such issuance of bonus shares may result into depletion of the funds standing to the credit of
free reserves or the capital redemption reserve. Any future issuance of bonus equity shares, if proposed to be undertaken,
will depend upon internal and external factors, including but not limited to, profits earned, results of future earnings,
capital structure, financial condition, capital expenditures and applicable Indian legal restrictions. There can be no
assurance that our Company will be able to undertake bonus issuance of bonus equity shares in the future.
63. The markets in which we participate are intensely competitive, and if we do not compete effectively, our operating
results could be adversely affected.
The market for the software we sell is highly competitive, with relatively low barriers to entry within specific areas of our
product portfolio. We compete with companies engaged in the SaaS business in Information Technology and SaaS
industry, on the basis of factors such as our specialty and other service offerings, quality of service, pricing, timely
delivery, brand and reputation. Our competitors include well-established providers of software that encompass the entire
lifecycle of learning and assessment domains including K-12 non-instructional educational software and publishers.
These competitors may have long-standing relationships with many customers that may cause some hesitance to switch
or to adopt our cloud-based software and prefer to maintain their existing relationships with their legacy software vendors.
Our competitors may be able to respond more quickly to new or changing opportunities, technologies, and client
requirements and may offer better technological services, more attractive terms to clients and adopt more aggressive
pricing policies than we will be able to offer or adopt. In addition, we expect that the markets in which we compete will
continue to attract new competitors and new technologies, including international providers of services similar to our
business.
Our competitors may offer software on a standalone basis at a low price or bundled as part of a larger product sale of
custom-built software vendors and from vendors of specific applications, some of which offer cloud-based solutions. If
our Company is unable to compete effectively with our competitors, our market share, business, financial condition,
results of operations and cash flows could be materially and adversely affected.
We may also in the future face competition from new entrants to our market, some of whom would be able to invest
massive resources to develop a unified platform that competes directly with ours or to acquire one or more of our
competitors to compete with us. If existing or new companies develop or market solutions similar to ours, develop
compliant APIs scalable across multitudes of organizations and end-users, acquire one of our existing competitors or form
a strategic alliance with one of our competitors or other industry participants, our ability to compete effectively could be
significantly impacted, which would have a material adverse effect on our business, results of operations and financial
condition.
We may also face competition from a variety of vendors of cloud-based and on-premises software products that may have
some of the core functionality of our solutions but that address only a portion of the capabilities and features of our
platform. In addition, other companies that provide cloud-based software in different target markets may develop software
or acquire companies that operate in our target markets, and some potential customers may elect to develop their own
internal software. With the introduction of new technologies and market entrants, we expect this competition to intensify
in the future.
Furthermore, our current or potential competitors may be acquired by third parties with greater available resources and
the ability to initiate or withstand substantial price competition. In addition, many of our competitors have established
marketing relationships, access to larger customer bases and major distribution agreements with consultants, system
integrators and resellers. Our competitors may also establish cooperative relationships among themselves or with third
parties that may further enhance their product offerings or resources. If our platform does not become more accepted
relative to our competitors’, or if our competitors are successful in bringing their products or services to market earlier
than ours, or if their products or services are more technologically advanced than ours, then our revenue could be adversely
affected. In addition, some of our competitors may offer their products and services at a lower price. If our Company is
unable to achieve our target pricing levels, our operating results will be negatively affected. Pricing pressures and
increased competition could result in reduced sales, reduced margins, losses or a failure to maintain or improve our
competitive market position, any of which could adversely affect our business.
7764. Specific sections of this Prospectus disclose information from an industry report commissioned by us from
Arizton Advisory and Intelligence, which is an independent third-party entity and is not related to the Company, its
Promoters or Directors in any manner whatsoever. Any reliance on such information for making an investment
decision in the Offer is subject to inherent risks.
Pursuant to being engaged by us through Sirius Management Consulting which is a part of Arizton Advisory &
Intelligence, Arizton Advisory and Intelligence prepared a report dated October 24, 2025, titled, “Report on the Global
Assessment & Learning Development Market” (“Arizton Report”). Specific sections of this Prospectus include
information based on, or derived from, the Arizton Report or extracts of the Arizton Report. All such information in this
Prospectus which indicates the Arizton Report as its source is duly mentioned for reference. Accordingly, any information
in this Prospectus derived from, or based on, the Arizton Report should be read taking into consideration the foregoing.
In view of the foregoing, investors may not be able to seek legal recourse for any losses resulting from undertaking any
investment in the Offer pursuant to reliance on the information in this Prospectus based on, or derived from, the Arizton
Report. See “Industry Overview” on page 162 of this Prospectus for further information.
65. If we fail to maintain an effective system of internal controls, we may not be able to successfully manage, or
accurately report, our financial risks, which may adversely affect the results of our operations
Effective internal controls are necessary for us to prepare reliable financial reporting and avoid frauds. Moreover, any
internal controls that we may implement, or our level of compliance with such controls, may deteriorate over time, due
to evolving business conditions. We cannot assure you that deficiencies in our internal controls will not arise in the future,
or that we will be able to implement, and continue to maintain, adequate measures to rectify or mitigate any such
deficiencies in our internal controls. Any inability on our part to adequately detect, rectify or mitigate any such
deficiencies in our internal controls may affect ability to accurately report, or successfully manage, our financial risks,
and to avoid incidents such as misrepresentation of data and fraudulent financial reporting, which may in turn adversely
affect our business, financial condition or results of operations.
66. Our Promoters will continue to retain significant shareholding in our Company after the Offer, which will allow
it to exercise control over us.
Currently, our Promoters currently hold 94.14% of our outstanding Equity Shares and will continue to retain significant
shareholding in our Company after the Offer. Accordingly, our Promoters will continue to exercise control over our
business and all matters requiring shareholders’ approval, including the composition of our Board of Directors, the
adoption of amendments to our charter documents, the approval of mergers, strategic acquisitions or joint ventures or the
sales of substantially all of our assets, and the policies for dividends, lending, investments and capital expenditures. There
can be no assurance that our Promoters will exercise its rights as a shareholder to the benefit and best interests of our
Company. The interests of our Promoters, as our Company’s significant shareholder s and exercising control over our
Company, could be different from the interests of our other Shareholders and their influence may result in change of
management or control of our Company, even if such a transaction may not be beneficial to our other Shareholders.
67. The Objects of the Offer have not been appraised by any bank or financial institution. Our funding requirements
and proposed deployment of the Net Proceeds are based on management estimates and may be subject to change based
on various factors, some of which may be beyond our control. Any variation in the utilization of the Net Proceeds or
in the terms of the conditions as disclosed in this Prospectus would be subject to compliance requirements, including
prior shareholders’ approval.
The deployment of the Net Proceeds would be based on management estimates, prevailing circumstances of our business
& market conditions. The Objects of the Offer have not been appraised by any bank or financial institution. Accordingly,
at this stage, we cannot determine with any certainty if we will require the Net Proceeds to meet any other expenditure
or fund any exigencies arising out of the competitive environment, business conditions, economic conditions or other
factors beyond our control. In accordance with Section 27 of the Companies Act, 2013, we cannot undertake any variation
in the utilisation of the Net Proceeds or in the terms of any contract as disclosed in this Prospectus without obtaining the
Shareholders’ approval through a special resolution. In the event of any such circumstances that require us to undertake
variation in the disclosed utilisation of the Net Proceeds and any delay or inability in obtaining such Shareholders’
approval may adversely affect our business or operations.
We operate in a highly competitive and dynamic industry and may have to revise our estimates from time to time on
account of changes in external circumstances or costs, or changes in other financial conditions, business or strategy. This
may entail rescheduling, revising or cancelling planned expenditure and funding requirements at our discretion. For further
details, please see "Objects of the Offer" beginning on page 123 of this Prospectus. The planned use of the Net Proceeds
is based on current conditions and is subject to changes in external circumstances, costs, other financial conditions or
78business strategies. Any variation in the planned use of the Net Proceeds would require Shareholders’ approval and our
Promoters will be required to provide an exit opportunity to the Shareholders who do not agree to such proposal to vary
the objects and may involve considerable time or cost overrun and any such eventuality may adversely affect our
operations or business.
Further, has appointed a Monitoring Agency for monitoring the utilisation of Offer Proceeds (excluding the Offer for Sale
portion) in accordance with Regulation 41 of the SEBI ICDR Regulations and the Monitoring Agency will submit its
report to us on a quarterly basis in accordance with the SEBI ICDR Regulations. We may have to reconsider our estimates
or business plans due to changes in underlying factors, some of which are beyond our control, such as interest rate
fluctuations, changes in input cost, and other financial and operational factors.
68. Our inability to effectively manage our growth or to successfully implement our business plan and growth strategy
could influence our business, results of operations and financial condition.
The success of our business depends mainly on our ability to effectively implement our business and growth strategy on
a regular basis. For further details, see the section titled “Our Business – Our Strategies” on page 204 of this Prospectus.
There can be no assurance that we will be able to execute our strategy in the right manner, on a timely manner and within
our estimated budget, or that our strategies as planned by us will increase our profitability. We cannot assure you that we
will not face any time or cost overruns in respect of implementation of our strategies in the future. Further, we expect our
growth strategy to place significant demands on our management, financial and other resources and require us to continue
developing and improving our operational, financial and other internal controls. Our inability to manage our business and
implement our growth strategy as planned and in the right manner could influence our business, results of operations and
profitability.
69. The growth of our business is largely dependent on understanding the market and implementing and executing
the correct business strategy accordingly. Any failure on our part to implement and execute the required business
strategy in the correct manner may have an adverse effect on our business and results of operations.
Increased competition in a highly regulated environment may adversely affect our business, financial condition and results
of operations, as we could lose a substantial percentage of our market share if our Company unable to effectively compete
with our competitors Our business is very competitive and evolving and it is imperative that to be ahead in the competition
and to be one of the renowned and prominent brands in our business, one need to have the right business strategy for the
purpose of growth. We as a part of our growth keep strategizing our business-related steps and decisions at regular
intervals and ensure that the same is implemented and executed in the right manner. However, we cannot assure that the
implementation of our business strategy will be accurate and correct at all times. Any failure on our part to implement
and execute the required business strategy in the correct manner may have an adverse effect on our business and results
of operations.
For further details, see the chapter titled “Our Business – Our Strategies” on page 204 of this Prospectus.
70. We cannot assure payment of dividends on the Equity Shares in the future. Our ability to pay dividends in the
future will depend on our earnings, profitability, financial condition, cash flows and capital requirements.
While we have paid dividends in the past, our ability to pay dividends in the future will depend upon our dividend policy,
future results of operations, financial condition, cash flows, 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 financing arrangements that we may enter. We may also decide to retain all our earnings to finance
the development and expansion of our business and, therefore, may not declare dividends on our Equity Shares. We
cannot assure you that we will be able to pay dividends on the Equity Shares at any point in the future.
71. We have issued equity shares during the last one year at a price that may be below the Offer Price.
During the one year preceding the date of this Prospectus, we have issued equity shares at a price that may be lower than
the Offer Price. For details, see "Capital Structure" beginning on page 106 of this Prospectus. The price at which the
equity shares of our Company have been issued in the immediately preceding year is not indicative of the price at which
they will be issued or traded. For further information, see "Capital Structure" beginning on page 106 of this Prospectus.
72. Our Company will not receive any proceeds from the Offer for Sale. However, one of our Promoter’s, who is the
Selling Shareholder, will receive proceeds from the Offer for Sale.
The Offer consists of an Offer for Sale by the Selling Shareholder. The entire proceeds of the Offer for Sale will be
transferred to the Selling Shareholder and will not result in any creation of value for us or in respect of your investment
in our Company. The entire proceeds from the Offer for Sale will be paid to the Selling Shareholder, and our Company
79will not receive any proceeds from the Offer for Sale. For further details, see “Objects of the Offer” on page 123.
73. We may require additional funding to finance our operations, which may not be available on terms acceptable to
us, or at all, and if our Company is unable to raise funds, the value of your investment in us may be negatively impacted.
We operate in a capital-intensive industry and may need additional funding to finance our operations and growth
strategies. Sources of additional financing may include commercial bank borrowings, supplier financing, or the sale of
equity or debt securities. There can be no assurance that we will be able to obtain any additional financing on terms
acceptable to us, or at all. The cost of raising capital may be high. Any additional funding, we obtain may strain our cash
flows and financial condition.
If we raise additional funds through equity or equity-linked financing, your equity interest in our Company may be diluted.
Alternatively, if we raise additional funds by incurring debt obligations, we may be subject to various covenants under
the relevant debt instruments that may, among other things, restrict our ability to pay dividends or obtain additional
financing. Servicing such debt obligations could also be burdensome to our operations. If we fail to service such debt
obligations or are unable to comply with any of the covenants thereunder, we could be in default under such debt
obligations and our liquidity and financial condition could be materially and adversely affected.
74. Our management will have broad discretion over the use of the Net Proceeds.
We propose to utilise the Net Proceeds for funding working capital need of company and general corporate purposes. The
deployment of the Net Proceeds is based on management estimates, prevailing circumstances of our business and market
conditions and has not been appraised by any bank, financial institution or other independent institution. We may have to
revise our funding requirements and deployment from time to time due to various factors, such as changes in costs,
financial and market conditions, business, strategy considerations, interest and exchange rate fluctuations or other external
factors, which may or may not be within the control of our management. This may entail rescheduling, revisiting and
revising planned usage and funding requirements at the discretion of our management and subject to applicable law.
Accordingly, investors in the Equity Shares will be relying on the judgment of our management regarding the application
of the Net Proceeds. The application of the Net Proceeds in our business may not lead to an increase in the value of the
investment of the equity shareholders. Various risks and uncertainties, including those set forth in this section “Risk
Factors”, may limit or delay our efforts to use the Net Proceeds to achieve profitable growth in our business. For details
see, “Objects of the Offer” on page 123 of this Prospectus.
75. The fluctuations in global tariff rates and adverse application of tax laws may adversely affect our business,
prospects and results of operations
The fluctuations in trade policy and reciprocal tariffs, in the jurisdictions we operate such as the United States, Singapore
and the European Union has created uncertainty in the global economy which may influence the overall level of
commercial activity and economic conditions in the regions and sectors where we operate. The Indian market and the
Indian economy are influenced by economic and market conditions in other countries, including conditions in the United
States, Europe and certain emerging economies in Asia. Regulatory uncertainties in major economies such as the United
States and the European Union in recent years has adversely affected the global economy and such worldwide financial
instability may cause increased volatility in the Indian financial markets and, directly or indirectly, adversely affect the
Indian economy and our operations.
While our Company takes into account the uncertainties in global trade developments and appropriately adjusts our
pricing and business strategies to accommodate the evolving tariff regimes, there can be no assurance that the Company
will be able to mitigate the full impact of changes in tariffs, trade policies, or related regulatory changes. The imposition
of new tariffs or trade restrictions, or a change in existing tariff rates, could have a material adverse effect on the
Company’s business, financial condition, and results of operations.
External Risks
76. Natural disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest and other events could
materially and adversely affect our business.
Natural disasters (such as typhoons, flooding and earthquakes), epidemics, pandemics such as COVID-19, acts of war,
terrorist attacks and other events, many of which are beyond our control, may lead to economic instability, including in
India or globally, which may in turn materially and adversely affect our business, financial condition and results of
operations.
Our operations may be adversely affected by fires, natural disasters and/or severe weather, which can result in damage to
80our property or inventory and generally reduce our productivity and may require us to evacuate personnel and suspend
operations.
Any terrorist attacks or civil unrest as well as other adverse social, economic and political events in India could have a
negative effect on us. Such incidents could also create a greater perception that investment in Indian companies involves
a higher degree of risk and could have an adverse effect on our business and the price of the Equity Shares.
77. Changing laws, rules and regulations and legal uncertainties, including tax laws and regulations, may adversely
affect our business and financial performance.
The governmental and regulatory bodies in India and other jurisdictions where we operate may notify new regulations
and/or policies, which may require us to obtain approvals and licenses from the government and other regulatory bodies,
or impose onerous requirements and conditions on our operations, in addition to those which our Company is undertaking
currently. Any such changes and the related uncertainties with respect to the implementation of new regulations may have
a material adverse effect on our business, financial condition, results of operations and cash flows.
In addition, unfavourable changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations
including foreign investment laws governing our business, operations and investments in our Company by non-residents,
could result in us being deemed to be in contravention of such laws and/or may require us to apply for additional approvals.
Tax and other levies imposed by the central and state governments in India that affect our tax liability include central and
state taxes and other levies, income tax, turnover tax, goods and services tax, stamp duty and other special taxes and
surcharges which are introduced on a temporary or permanent basis from time to time. The final determination of our tax
liabilities involves the interpretation of local tax laws and related regulations in each jurisdiction as well as the significant
use of estimates and assumptions regarding the scope of future operations and results achieved and the timing and nature
of income earned, and expenditures incurred. Our Company is involved in various disputes with tax authorities. For details
of these disputes, see “Outstanding Litigation and Material Developments” on page 381 of this Prospectus. Moreover,
the central and state tax scheme in India is extensive and subject to change from time to time.
Further, the GoI announced the union budget for Fiscal 2026, pursuant to which the Finance Act, 2025 (“Finance Act,
2025”), has introduced various amendments to taxation laws in India. There is no certainty on the impact of the Finance
Act, 2025 and any amendments made to it in the future, may have on our business operations or the industry in which we
operate. Unfavourable changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations
including foreign investment and stamp duty laws governing our business and operations could result in us being deemed
to be in contravention of such laws and may require us to apply for additional approvals. It may also lead to we incurring
more expenses relating to compliance with such new requirements, which may require support from our management and
other resources and failure to comply may adversely affect our business and results of operations.
78. A downgrade in ratings of India, may affect the trading price of the Equity Shares.
On August 14, 2025, S&P Global Ratings revised its outlook on India to positive from stable raising their long term
unsolicited foreign and local currency sovereign credit ratings to 'BBB' and short-term unsolicited foreign and local
currency sovereign credit ratings to 'A-2'. The transfer and convertibility assessment goes upward to 'A-. Any further
adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may
adversely impact our ability to raise additional financing and the interest rates and other commercial terms at which such
financing is available, including raising any overseas financing. A downgrading of India’s credit ratings may occur, for
example, upon a change of government tax or fiscal policy, which are outside our control. This could have an adverse
effect on our ability to fund our growth on favourable terms or at all, and consequently adversely affect our business and
financial performance and the price of the Equity Shares.
79. Changes or a downturn in economic conditions, in our principal markets, may affect consumer spending,
including on our products.
Our revenues and results of operations are impacted by global economic conditions at regular interval, as well as the
specific economic conditions of the market. Such conditions include levels of employment, cost, revenue, inflation or
deflation, real disposable income, interest rates, taxation, currency exchange rates, stock market performance, supply and
demand chain, value of raw materials, the availability of consumer credit, levels of consumer debt, consumer confidence,
consumer perception of economic conditions and consumer willingness to spend, all of which are beyond our control at
all times. An economic downturn or an otherwise uncertain economic outlook in our principal markets, in any other
markets in which, we may operate in the future, or on a global scale could adversely affect our consumer spending habits
and traffic, which could have a material adverse effect on our business, results of operations and financial condition.
8180. Our business is dependent on the Indian economy. Any adverse development or slowdown in Indian economy
may have an adverse impact on our business, results of operations and financial condition.
The performance and growth of our business are necessarily dependent on economic conditions prevalent in India, which
may be materially and adversely affected by central or state political instability or regional conflicts, a general rise in
interest rates, inflation, and economic slowdown elsewhere in the world or otherwise.
There have been periods of slowdown in the economic growth of India. India’s economic growth is affected by various
factors including domestic consumption and savings, balance of trade movements, namely export demand and movements
in key imports (oil and oil products), global economic uncertainty and liquidity crisis, volatility in currency exchange
rates. Any continued or future slowdown in the Indian economy or a further increase in inflation could have a material
adverse effect on the price of our equipment for our services and, as a result, on our business and financial results.
81. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to attract
foreign investors, which may adversely impact the market price of the Equity Shares.
Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and residents
are freely permitted (subject to a few exceptions) if they comply with the pricing guidelines and reporting requirements
specified by the RBI or in the alternate, the pricing is in compliance with the extant provisions of the SEBI Regulations.
If the transfer of shares is not in compliance with such pricing guidelines or reporting requirements or falls under any of
the exceptions referred to above, then the prior approval of the RBI will be required. Additionally, shareholders who seek
to convert the Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency
from India will require a no objection or a tax clearance certificate from the income tax authority. We cannot assure
investors that any required approval from the RBI or any other Government agency can be obtained on any terms or at
all.
In terms of Press Note 3 of 2020, dated April 17, 2020, issued by the Department for Promotion of Industry and Internal
Trade (“DPIIT”), the foreign direct investment policy has been recently amended to state that all investments under the
foreign direct investment route by entities of a country which shares land border with India or where the beneficial owner
of an investment into India is situated in or is a citizen of any such country will require prior approval of the GoI. Further,
in the event of a 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 GoI. Furthermore, on April 22, 2020, the Ministry of Finance,
GoI has also made a similar amendment to the FEMA Rules. While the term “beneficial owner” is defined under the
Prevention of Money-Laundering (Maintenance of Records) Rules, 2005 and the General Financial Rules, 2017, neither
the foreign direct investment policy nor the FEMA Rules provide a definition of the term “beneficial owner”. The
interpretation of “beneficial owner” and enforcement of this regulatory change involves uncertainties, which may have
an adverse effect on our ability to raise foreign capital. Further, there is uncertainty regarding the timeline within which
the said approval from the GoI may be obtained, if at all.
82. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like Additional
Surveillance Measure (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock Exchanges in order to
enhance market integrity and safeguard the interest of investors
SEBI and the Stock Exchanges have introduced various pre-emptive surveillance measures in order to enhance market
integrity and safeguard the interests of investors, including ASM and GSM. ASM and GSM are imposed on securities of
companies based on various objective criteria such as significant variations in price and volume, concentration of client
accounts as a percentage of combined trading volume, average delivery, securities which witness abnormal price rise not
commensurate with financial health and fundamentals such as earnings, book value, fixed assets, net worth, price /
earnings multiple, market capitalisation etc. Upon listing, the trading of our Equity Shares would be subject to differing
market conditions as well as other factors which may result in high volatility in price, low trading volumes, and a large
concentration of client accounts as a percentage of combined trading volume of our Equity Shares. The occurrence of
any of the abovementioned factors or other circumstances may trigger any of the parameters prescribed by SEBI and the
Stock Exchanges for placing our securities under the GSM and/or ASM framework or any other surveillance measures,
which could result in significant restrictions on trading of our Equity Shares being imposed by SEBI and the Stock
Exchanges. These restrictions may include requiring higher margin requirements, requirement of settlement on a trade
for trade basis without netting off, limiting trading frequency, reduction of applicable price band, requirement of
settlement on gross basis or freezing of price on upper side of trading, as well as mentioning of our Equity Shares on the
surveillance dashboards of the Stock Exchanges. The imposition of these restrictions and curbs on trading may have an
adverse effect on market price, trading and liquidity of our Equity Shares and on the reputation and conditions of our
Company.
8283. You may be subject to Indian taxes arising out of capital gains on the sale of our Equity Shares.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares held as
investments in an Indian company are generally taxable in India. A securities transaction tax (“STT”) is levied both at
the time of transfer and acquisition of the equity shares (unless exempted under a prescribed notification), and the STT is
collected by an Indian stock exchange on which equity shares are sold. Any capital gain realized on the sale of listed
equity shares on a Stock Exchange held for more than 12 months immediately preceding the date of transfer will be
subject to long term capital gains in India, in addition to payment of STT, at the specified rates depending on various
factors, such as whether the sale is undertaken on or off the Stock Exchanges, the quantum of gains and any available
treaty relief. Such long-term capital gains exceeding ₹125,000 arising from the sale of listed equity shares on the stock
exchange are subject to tax at the rate of 12.5% (plus applicable surcharge and cess). STT will be levied on and collected
by a domestic stock exchange on which the Equity Shares are sold. Furthermore, any gain realized on the sale of listed
equity shares held for a period of 12 months or less which are sold other than on a recognized stock exchange and on
which no STT has been paid, will be subject to short-term capital gains tax at a higher rate compared to the transaction
where STT has been paid in India. Capital gains arising from the sale of our Equity Shares will be exempt from taxation
in India in cases where an exemption is provided under a treaty between India and the country of which the seller is a
resident. As a result, subject to any relief available under an applicable tax treaty or under the laws of their own
jurisdictions, residents of other countries may be liable for tax in India as well as in their own jurisdictions on gains arising
from a sale of our Equity Shares. The Government of India has recently announced the union budget for Fiscal 2026
(“Budget”). Pursuant to the Budget, the second Finance Bill, 2025, among other amendments, proposes to amend the
capital gains tax rates and calculations, with effect from the date of announcement of the Budget. However, since the
Finance Bill, 2025 has not yet been enacted into law, the Bidders were advised to consult their own tax advisors to
understand their tax liability as per the laws prevailing on the date of disposal of Equity Shares. Investors are advised to
consult their own tax advisors and to carefully consider the potential tax consequences of owning Equity Shares. We
cannot predict whether any amendments made pursuant to the Finance Bill, 2025 (once enacted) would have an adverse
effect on our business, results of operations and financial condition. Unfavourable changes in or interpretations of existing
laws, rules and regulations, or the promulgation of new laws, rules and regulations including foreign investment and
stamp duty laws governing our business and operations could result in us being deemed to be in contravention of such
laws and may require us to apply for additional approvals.
The Finance Act, 2019 amended the Indian Stamp Act, 1899 with effect from July 1, 2020. It clarified that, in the absence
of a specific provision under an agreement, the liability to pay stamp duty in case of sale of securities through stock
exchanges will be on the buyer, while in other cases of transfer for consideration through a depository, the onus will be
on the transferor. The stamp duty for transfer of securities other than debentures, on a delivery basis is specified at 0.015%
and on a non-delivery basis is specified at 0.003% of the consideration amount. As such, there is no certainty on the
impact that the Finance Act, 2019 may have on our Company’s business and operations.
84. Political changes could adversely affect economic conditions in India.
Our Company is incorporated in India and derives the majority of its revenue from operations in India and the majority
of its assets are located in India. Consequently, our performance and the market price of the Equity Shares may be
affected by interest rates, government policies, taxation, social and ethnic instability and other political and economic
developments affecting India.
Factors that may adversely affect the Indian economy, and hence our results of operations, may include:
• the macroeconomic climate, including any increase in Indian interest rates or inflation;
• any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert or repatriate
currency or export assets;
• any scarcity of credit or other financing in India, resulting in an adverse effect on economic conditions in India and
scarcity of financing for our expansions;
• prevailing income conditions among Indian customers and Indian corporations;
• epidemic, pandemic or any other public health in India or in countries in the region or globally, including in India’s
various neighbouring countries;
• volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges;
• changes in India’s tax, trade, fiscal or monetary policies;
• political instability, terrorism or military conflict in India or in countries in the region or globally, including in India’s
various neighbouring countries;
• occurrence of natural or man-made disasters;
• prevailing regional or global economic conditions, including in India’s principal export markets;
• other significant regulatory or economic developments in or affecting India or its consumption sector;
• international business practices that may conflict with other customs or legal requirements to which our Company is
83subject to, including anti-bribery and anti-corruption laws;
• protectionist and other adverse public policies, including local content requirements, import/export tariffs, increased
regulations or capital investment requirements;
• logistical and communications challenges;
• downgrading of India’s sovereign debt rating by rating agencies;
• difficulty in developing any necessary partnerships with local businesses on commercially acceptable terms or on a
timely basis; and
• being subject to the jurisdiction of foreign courts, including uncertainty of judicial processes and difficulty enforcing
contractual agreements or judgments in foreign legal systems or incurring additional costs to do so.
Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could
adversely affect our business, results of operations and financial condition and the price of the Equity Shares.
85. Financial instability in other countries may cause increased volatility in Indian financial markets.
The Indian market and the Indian economy are influenced by economic and market conditions in other countries,
including conditions in the United States, Europe and certain emerging economies in Asia. Financial turmoil in Asia,
Russia, Middle East and elsewhere in the world in recent years has adversely affected the Indian economy. Any worldwide
financial instability may cause increased volatility in the Indian financial markets and, directly or indirectly, adversely
affect the Indian economy and financial sector and us.
Although economic conditions vary across markets, loss of investor confidence in one emerging economy may cause
increased volatility across other economies, including India. Financial instability in other parts of the world could have a
global influence and thereby negatively affect the Indian economy. Financial disruptions could materially and adversely
affect our business, prospects, financial condition, results of operations and cash flows.
Furthermore, economic developments globally can have a significant impact on our principal markets of India and the
Middle East. Concerns related to a trade war between large economies may lead to increased risk aversion and
volatility in global capital markets and consequently have an impact on the Indian economy.
In addition, China is one of India’s major trading partners and there are rising concerns of a possible slowdown in the
Chinese economy as well as a strained relationship with India, which could have an adverse impact on the trade relations
between the two countries. These factors may also result in a slowdown in India’s export growth. In response to such
developments, legislators and financial regulators in the United States and other jurisdictions, including India,
implemented a number of policy measures designed to add stability to the financial markets. However, the overall long-
term effect of these and other legislative and regulatory efforts on the global financial markets is uncertain, and they may
not have the intended stabilizing effects. Any significant financial disruption could have a material adverse effect on our
business, financial condition and results of operation.
These developments, or the perception that any of them could occur, have had and may continue to have a material adverse
effect on global economic conditions and the stability of global financial markets, and may significantly reduce global
market liquidity, restrict the ability of key market participants to operate in certain financial markets or restrict our access
to capital. This could have a material adverse effect on our business, financial condition and results of operations and
reduce the price of the Equity Shares.
86. If inflation rises in India, increased costs may result in a decline in profits.
Inflation rates in India have been volatile in recent years, and such volatility may continue. Increasing inflation in India
could cause a rise in the costs of rent, wages, raw materials and other expenses. If our Company unable to increase our
revenues sufficiently to offset our increased costs due to inflation, it could have an adverse effect on our business,
prospects, financial condition, results of operations and cash flows.
87. Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, IFRS and
U.S. GAAP, which may be material to investors’ assessments of our financial condition, result of operations and cash
flows.
Our restated consolidated financial information for the three months period ended June 30, 2025 and, Fiscal 2025, Fiscal
2024 and Fiscal 2023 included in this Prospectus are presented in conformity with Ind AS, in each case restated in
accordance with the requirements of Section 26 of part I of the Companies Act, 2013, the SEBI ICDR Regulations and
the Guidance Note on “Reports in Company Prospectus (Revised 2019)” issued by the ICAI. Ind AS differs from
accounting principles with which prospective investors may be familiar, such as Indian GAAP, IFRS and U.S. GAAP.
Accordingly, the degree to which the Restated Consolidated Financial Information and Special Purpose Restated
Consolidated Financial Information included in this Prospectus will provide meaningful information is entirely dependent
84on the reader’s level of familiarity with Ind AS. Persons not familiar with Ind AS should limit their reliance on the
financial disclosures presented in this Prospectus.
88. Our business and activities may be regulated by the Competition Act, 2002 and proceedings may be enforced
against us.
The Competition Act, 2002, or the Competition Act seeks to prevent business practices that have a material adverse effect
on competition in India. Under the Competition Act, any arrangement, understanding or action in concert between
enterprises, whether formal or informal, which causes or is likely to cause a material adverse effect on competition in
India is void and attracts substantial monetary penalties. Any agreement that directly or indirectly determines purchase
or sale prices, limits or controls production, creates a carving of the market by way of geographical area, specific market
or number of customers in the market is presumed to have a material adverse effect on competition in the relevant market
in India and shall be void. The Competition Act also prohibits abuse of a dominant position by any enterprise.
The Competition Act aims to, among other things, prohibit all agreements and transactions, which may have an
appreciable adverse effect in India. Consequently, all agreements entered into by us could be within the purview of the
Competition Act. Further, the CCI has extra-territorial powers and can investigate any agreements, abusive conduct or
combination occurring outside of India if such agreement, conduct or combination has an appreciable adverse effect in
India. However, the effect of the provisions of the Competition Act on the agreements entered into by us cannot be
predicted with certainty at this stage. Our Company is not currently party to any outstanding proceedings, nor have we
received notice in relation to non-compliance with the Competition Act or the agreements entered into by us. However, if
our Company is affected, directly or indirectly, by the application or interpretation of any provision of the Competition
Act, or any enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated due to scrutiny
or prosecution by the CCI or if any prohibition or substantial penalties are levied under the Competition Act, it would
adversely affect our business, financial condition, results of operations and prospects.
Risks Related to the Offer
89. After the Offer, the price of the Equity Shares may become highly volatile, or an active trading market for the
Equity Shares may not develop.
The price of the Equity Shares may fluctuate after the Offer as a result of several factors, including: volatility in the Indian
and global securities market; our operations and performance; performance of our competitors; adverse media reports
about us or the industry we operate in generally; changes in the estimates of our performance or recommendations by
financial analysts; significant developments in India’s economic liberalization and deregulation policies; and significant
developments in India’s fiscal regulations. There has been no public market for the Equity Shares of our Company and the
price of the Equity Shares may fluctuate after the Offer.
If the stock price of the Equity Shares fluctuates after the Offer, investors could lose a significant part of their investment.
As of the date of this Prospectus, there is no market for the Equity Shares. Following the Offer, the Equity Shares are
expected to trade on the Stock Exchanges. There can be no assurance that active trading in the Equity Shares will
develop after the Offer or, if such trading develops, that it will continue. Investors might not be able to sell the Equity
Shares rapidly at the quoted price if there is no active trading in the Equity Shares.
90. The Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the
Offer.
The initial public offering price was determined by the Book Building Process and may not be indicative of prices that
will prevail in the open market following the Offer. The market price of the Equity Shares may be influenced by many
factors, some of which are beyond our control, including:
• the failure of security analysts to cover the Equity Shares after this Offer, or changes in the estimates of our
performance by analysts;
• the activities of competitors and suppliers;
• future sales of the Equity Shares by our Company or our shareholders;
• investor perception of us and the industry in which we operate;
• our quarterly or annual earnings or those of our competitors;
• developments affecting fiscal, industrial or environmental regulations;
• the public’s reaction to our press releases and adverse media reports; and
• general economic conditions.
85As a result of these factors, investors may not be able to resell their Equity Shares at or above the initial public offering
price. In addition, the stock market often experiences price and volume fluctuations that are unrelated or disproportionate
to the operating performance of a particular company. These broad market fluctuations and industry factors may
materially reduce the market price of the Equity Shares, regardless of our Company’s performance. There can be no
assurance that the investor will be able to resell their Equity Shares at or above the Offer Price.
91. Any future issuance of Equity Shares may dilute your shareholdings, and sale of the Equity Shares by our
Promoters may adversely affect the trading price of the Equity Shares.
Any future equity issuances by us, including a primary offering, may lead to dilution of investors shareholdings in our
Company. Under the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR"), listed companies are required
to maintain public shareholding of at least 25% of their issued share capital. Pursuant to the Securities Contracts
(Regulation) (Amendment) Rules, 2010, notified on June 4, 2010, the SCRR was amended to define "public shareholding"
to refer to persons other than a company’s promoter and promoter group and subsidiaries and associates and excluding
shares held by a custodian against which depository receipts have been issued overseas. After listing, our Company is
required to maintain the public shareholding of at least 25% of the issued share capital of our Company. Failure to comply
with the minimum public shareholding provisions require a listed company to delist its shares and may result in penal
action against the listed company.
92. Investors may have difficulty enforcing foreign judgments against our Company or our management.
Our Company is a limited liability company incorporated under the laws of India. All our directors and executive officers
are residents of India. All of our Company’s assets and the assets of our directors, and executive officers’ resident in India
are located in India. As a result, it may be difficult for investors to effect service of process upon us or such persons
outside India or to enforce judgments obtained against our Company or such parties outside India.
Recognition and enforcement of foreign judgments is provided for under Section 13 of the Code of Civil Procedure, 1908
(“CPC”), on a statutory basis. Section 13 of the CPC provides that foreign judgments shall be conclusive regarding any
matter directly adjudicated upon, except: (i) where the judgment has not been pronounced by a court of competent
jurisdiction; (ii) where the judgment has not been given on the merits of the case; (iii) where it appears on the face of the
proceedings that the judgment is founded on an incorrect view of international law or a refusal to recognise the law of
India in cases to which such law is applicable; (iv) where the proceedings in which the judgment was obtained were
opposed to natural justice; (v) where the judgment has been obtained by fraud; and (vi) where the judgment sustains a
claim founded on a breach of any law then in force in India. Under the CPC, a court in India shall, upon the production
of any document purporting to be a certified copy of a foreign judgment, presume that the judgment was pronounced by
a court of competent jurisdiction, unless the contrary appears on record. However, under the CPC, such presumption may
be displaced by proving that the court did not have jurisdiction. India is not a party to any international treaty in relation
to the recognition or enforcement of foreign judgments. Section 44A of the CPC provides that where a foreign judgment
has been rendered by a superior court, within the meaning of that Section, in any country or territory outside of India
which the GoI has by notification declared to be in a reciprocating territory, it may be enforced in India by proceedings in
execution as if the judgment had been rendered by the relevant court in India. However, Section 44A of the CPC is
applicable only to monetary decrees not being of the same nature as amounts payable in respect of taxes, other charges
of a like nature or of a fine or other penalties. Some jurisdictions including the United Kingdom, UAE, Singapore and
Hong Kong have been declared by the GoI to be reciprocating countries for the purposes of Section 44A of the CPC.
Furthermore, it is unlikely that an Indian court would enforce a foreign judgment if that court were of the view that the
amount of damages awarded was excessive or inconsistent with public policy or Indian practice. It is uncertain as to
whether an Indian court would enforce foreign judgments that would contravene or violate Indian law. However, a party
seeking to enforce a foreign judgment in India is required to obtain approval from the RBI under the FEMA to execute
such a judgment or to repatriate any amount recovered.
93. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian law
and could thereby suffer future dilution of their ownership position.
Under the Companies Act, 2013 a company incorporated in India must offer holders of its Equity Shares pre-emptive
rights to subscribe and pay for a proportionate number of Equity Shares to maintain their existing ownership percentages
prior to the issuance of any new Equity Shares, unless the pre-emptive rights have been waived by the adoption of a
special resolution by holders of three-fourths of the Equity Shares who have voted on such resolution. However, if the
law of the jurisdiction that investors are in does not permit the exercise of such pre-emptive rights without us filing an
offering document or registration statement with the applicable authority in such jurisdiction, they will be unable to
exercise such pre-emptive rights unless we make such a filing. We may elect not to file a registration statement in
relation to pre-emptive rights otherwise available by Indian law to investors. To the extent that you are unable to exercise
86pre-emptive rights granted in respect of the Equity Shares, you may suffer future dilution of your ownership position and
their proportional interests in our Company would be reduced.
87SECTION III – INTRODUCTION
THE OFFER
The following table summarizes details of the Offer:
Offer of Equity Shares(1) 41,666,666* Equity Shares of face value ₹10/- each,
aggregating to ₹ 5,000.00* million
of which:
Fresh Offer 15,000,000* Equity Shares of face value ₹10/- each,
aggregating to ₹ 1,800.00* million
Offer for Sale (2) 26,666,666* Equity Shares of face value ₹10/- each,
aggregating to ₹ 3,200.00* million by the Selling
Shareholder.
The Offer comprises of:
A) QIB Portion (3) 20,833,333* Equity Shares of face value ₹10/- each
of which:
(i) Anchor Investor Portion 12,499,999* Equity Shares of face value ₹10/- each
aggregating to ₹ 1,499.99* million
(ii) Net QIB Portion (assuming Anchor Investor 8,333,334* Equity Shares of face value ₹10/- each
Portion is fully subscribed) aggregating to ₹ 1,000.00* million
of which:
(a) Available for allocation to Mutual Funds 416,667* Equity Shares of face value ₹10/- each
only (5% of the Net QIB Portion)
(b) Balance for all QIBs including Mutual Funds 79,16,667* Equity Shares of face value ₹10/- each
B) Non-Institutional Portion(4)(5) 6,250,000* Equity Shares of face value ₹10/- each
aggregating to ₹ 750.00* million
Of which:
One-third of the Non-Institutional Portion available for 2,083,333* Equity Shares of face value ₹10/- each
allocation to Bidders with an application size of more
than ₹ 0.20 Million and up to ₹ 1.00 Million
Two-third of the Non-Institutional Portion available for 4,166,667* Equity Shares of face value ₹10/- each
allocation to Bidders with an application size of more than
₹ 1.00 Million
C) Retail Portion(4)(5) 14,583,333* Equity Shares of face value ₹10/- each
aggregating to ₹ 1749.99* million
Pre and post-Offer Equity Shares
Equity Shares outstanding prior to the Offer (as on 100,084,164 Equity Shares of face value ₹10/- each
the date of this Prospectus)
Equity Shares outstanding after the Offer 115,084,164* Equity Shares of face value ₹10/- each
Use of Net Proceeds See “Objects of the Offer” on page 124 for information on
the use of net proceeds arising from the Fresh Offer. Our
Company will not receive any proceeds from the Offer for
Sale.
*Subject to finalisation of the Basis of Allotment
(1) The Offer has been authorized by a resolution of our Board dated February 05, 2025 and special resolution of our
Shareholders dated February 12, 2025.
(2) The Selling Shareholder confirms that the Equity Shares being offered by it are eligible for being offered for sale
pursuant to the Offer in terms of Regulation 8 of the SEBI ICDR Regulations. For further details of authorizations
received for the Offer, see “Other Regulatory and Statutory Disclosures” on page 397. The Selling Shareholder
confirm and approve their participation in the Offer for Sale and confirms that it has authorized the sale of the Offered
Shares in the Offer for Sale. For further details, see “Other Regulatory and Statutory Disclosures –Authority for the
Offer” on page 397.
(3) Our Company in consultation with the BRLM, allocated to 60% of the QIB Portion to Anchor Investors on a
discretionary basis. The QIB Portion was accordingly reduced for the Equity Shares allocated to Anchor Investors.
One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids received from
domestic Mutual Funds at or above the Anchor Investor Allocation Price. 5% of the Net QIB Portion was available
for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion was available
88for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids received at
or above the Offer Price. In the event the aggregate demand from Mutual Funds was less than as specified above, the
balance Equity Shares available for Allotment in the Mutual Fund Portion were required to be added to the Net QIB
Portion and allocated proportionately to the QIB Bidders in proportion to their Bids. For further details, see “Offer
Procedure” on page 418.
(4) Allocation to Bidders in all categories, except Anchor Investors, if any, Non-Institutional Investors and Retail
Individual Bidders, was made on a proportionate basis subject to valid Bids received at or above the Offer Price. The
allocation to each Retail Individual Bidder was not less than the minimum Bid Lot, subject to availability of Equity
Shares in the Retail Portion and the remaining available Equity Shares, if any, was allocated on a proportionate
basis. The Equity Shares were made available for Allocation to Non-Institutional Bidders under the Non- Institutional
Portion, was subject to the following (i) one-third of the portion available to Non-Institutional Bidders was
reserved for applicants with an application size of more than ₹0.20 Million and up to ₹ 1.00 Million; and (ii) two-
third of the portion available to Non-Institutional Bidders was reserved for applicants with application size of more
than ₹ 1.00 Million.
(5) SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022, has prescribed that all
individual investors applying in initial public offerings opening on or after May 1, 2022, where the application amount
is up to ₹ 0.50 Million, shall use UPI. Individual investors bidding under the Non-Institutional Portion bidding for
more than ₹0.20 Million and up to ₹0.50 Million, using the UPI Mechanism, shall provide their UPI ID in the Bid-
cum-Application Form for Bidding through 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.
For further details, including in relation to grounds for rejection of Bids, refer to “Offer Procedure” and “Offer Structure”
on pages 418 and 438, respectively. For further details of the terms of the Offer, see “Terms of the Offer” on page 411.
89SUMMARY OF RESTATED CONSOLIDATED FINANCIAL INFORMATION
The following tables set forth summary financial information derived from our Restated Consolidated Financial
Information. The summary financial information presented below should be read in conjunction with “Financial
Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages
272 and 346, respectively.
[The remainder of this page has intentionally been left blank]
90Restated Consolidated Statement of Assets and Liabilities
(All amounts in million ₹)
As at As at As at As at
June 30, March 31, March 31, March 31,
2025 2025 2024 2023
ASSETS
(1) Non-current assets
(a) Property, plant and equipment 66.52 66.79 305.50 312.87
(b) Right-of-use assets 77.68 84.64 1,941.47 2,027.97
(c) Goodwill 124.18 124.18 - -
(d) Other intangible assets 1,023.65 1,071.50 1,112.58 1,144.40
(e) Intangible assets under development 36.25 - - -
(f) Financial assets
(i) Investments - - - -
(ii) Other financial assets 15.93 16.05 147.64 132.55
(g) Income tax assets (net) 16.49 16.49 16.49 16.49
(h) Other non-current assets 103.90 3.90 - -
Total non-current assets 1,464.60 1,383.55 3,523.68 3,634.28
(2) Current assets
(a) Financial assets
(i) Trade receivables
Billed 187.71 344.09 285.57 395.60
Un-billed 348.80 167.03 182.20 61.00
(ii) Cash and cash equivalents 66.12 84.10 48.07 165.84
(iii) Bank balances other than (ii) 2,413.14 2,443.78 0.72 0.68
above
(iv) Loans 34.65 33.11 0.68 2.00
(b) Income tax assets (net) - - 28.60 3.73
(c) Other current assets 268.40 249.22 140.81 98.13
Total current assets 3,318.82 3,321.33 686.65 726.98
TOTAL ASSETS 4,783.42 4,704.88 4,210.33 4,361.26
EQUITY AND LIABILITIES
Equity
(a) Share capital 1,000.84 1,000.84 15.96 15.94
(b) Other equity 2,758.65 2,712.06 2,957.07 2,764.83
Total equity 3,759.49 3,712.90 2,973.03 2,780.77
Liabilities
(1) Non-current liabilities
(a) Financial liabilities
(i) Borrowings - - 488.14 635.30
(ii) Lease liabilities 56.17 62.77 7.31 16.25
(b) Provisions 210.08 186.32 156.21 133.56
(c) Deferred tax liabilities (net) 49.31 57.10 8.89 14.90
Total non-current liabilities 315.56 306.19 660.55 800.01
(2) Current liabilities
(a) Financial liabilities
(i) Borrowings 378.16 265.89 279.11 545.62
(ii) Lease liabilities 23.29 22.64 8.94 8.01
(iii) Trade payables
(A) Total outstanding dues of micro 0.08 0.92 3.69 3.41
enterprises and small enterprises
(B) Total outstanding dues of creditors 58.61 103.98 97.22 45.75
other than micro enterprises and small
enterprises
(b) Other current liabilities 195.05 231.54 151.38 142.50
91(c) Provisions 44.96 39.76 36.41 35.19
(d) Income tax liabilities (net) 8.22 21.06 - -
Total current liabilities 708.37 685.79 576.75 780.48
TOTAL EQUITY AND 4,783.42 4,704.88 4,210.33 4,361.26
LIABILITIES
92Restated Consolidated Statement of Profit and Loss
(All amounts in Million ₹ unless otherwise stated)
Period
Year ended Year ended Year ended
ended
Particulars March 31, March 31, March 31,
June 30,
2025 2024 2023
2025
I Revenue from operations 557.18 2,332.91 1,982.97 1,951.04
II Other income 45.58 155.09 23.99 28.69
III Total income (I+II) 602.76 2,488.00 2,006.96 1,979.73
IV Expenses
Employee benefits expenses 339.29 1,197.17 1,082.14 930.13
Finance costs 9.18 45.70 100.65 135.07
Depreciation and amortization expenses 60.31 246.51 289.93 273.58
Other expenses 116.12 403.17 351.10 339.12
Total expenses (IV) 524.90 1,892.55 1,823.82 1,677.90
V Profit/(loss) before tax (III-IV) 77.86 595.45 183.14 301.83
VI Tax expense
(1) Current tax 25.55 197.84 60.43 78.39
(2) Deferred tax (7.78) 50.70 (4.82) (0.70)
Profit/(loss) for the period from continuing 60.09 346.91 127.53 224.14
VII operations
(V-VI)
Share in profit/(loss) after tax of joint - - - -
ventures/associates (net)
VIII Profit/(loss) for the period 60.09 346.91 127.53 224.14
IX Other comprehensive income
A (i) Items that will not be reclassified to
profit or loss
a) Remeasurements of the defined benefit (14.21) (9.70) (4.74) (5.69)
plans
(ii) Income tax relating to items that will not - 2.44 1.19 1.40
be reclassified to profit or loss
B (i) Items that will be reclassified to profit or
loss
a) Deferred gains or losses on cash flow - - -
hedges
b) Foreign currency translation reserve 0.71 2.97 (3.35) 10.40
(ii) Income tax relating to items that will be - - - -
reclassified to profit or loss
Total other comprehensive income (IX) (13.50) (4.29) (6.90) 6.11
Total comprehensive income for the period 46.59 342.62 120.63 230.25
X (VIII+IX)(Comprising profit/(loss) and
other comprehensive income for the period)
Earnings per equity share (for continuing
XI
operation)
Basic (in ₹) 0.60 3.47 1.27 2.24
Diluted (in ₹) 0.60 3.47 1.27 2.24
(Paid up value per share) 10.00 10.00 10.00 10.00
93Earnings per equity share(for discontinued
XII
and continuing operations)
Basic (in ₹) 0.60 3.47 1.27 2.24
Diluted (in ₹) 0.60 3.47 1.27 2.24
94Restated Consolidated Statement of Cash Flows
(All amounts in Million ₹ unless otherwise stated)
RESTATED CONSOLIDATED CASH FLOW STATEMENT
Year ended Year ended Year ended
Period ended
Particulars March 31, March 31, March 31,
June 30, 2025
2025 2024 2023
A. Cash flow from operating activities
Profit for the period 60.09 346.91 127.53 224.14
Adjustments to reconcile net profit to net
cash from operating activities
Income tax expenses 17.77 248.54 55.61 77.70
Depreciation and amortization expenses 60.31 246.51 289.93 273.58
Finance costs 7.82 37.86 90.56 99.28
Impairment loss recognized / (reversed) under - - - 0.43
expected credit loss model
Interest income (43.20) (141.73) (16.06) (18.92)
Share based payments to employees - 3.80 71.52 -
Rental income - (1.05) (6.23) (6.41)
Exchange difference on items grouped under 1.36 7.84 7.75 32.61
financing activities
Unrealised foreign exchange loss / (gain) 0.50 (1.66) (0.07) (0.70)
Gain on sale / redemption of mutual funds - - - (0.23)
(net)
(Profit)/loss on sale of assets - (0.41) - (0.04)
Operating profit before working capital 104.65 746.61 620.54 681.44
changes
Changes in assets and liabilities
Trade receivables and unbilled revenue (25.66) (40.01) (11.12) (52.28)
Other financial assets and other assets (20.65) (108.98) (67.64) (45.04)
Trade payables (46.49) 2.27 51.76 (1.33)
Other financial liabilities, other liabilities and (33.88) 124.04 24.66 51.48
provisions
Income tax paid (25.55) (197.84) (60.43) (78.39)
Net cash from/(used in) operating activities (47.58) 526.09 557.77 555.88
B. Cash flows from investing activities
Purchase of property, plant and equipment (5.25) (37.17) (23.15) (37.29)
(including net movement in capital work in
progress, capital advances and payables in
respect of property, plant and equipment)
Sale of property, plant and equipment - 247.22 - 0.07
Closure of Right-of-use assets - 2,305.87 - -
Internal capitalisation of intangible assets - (137.08) (133.51) (108.76)
Intangible assets under development (36.25) - - -
Rental income - 1.05 6.23 6.41
Acquisition of subsidiary, net of cash acquired - (125.03) - -
Gain on sale / redemption of mutual funds - - - 0.23
(net)
Interest received 42.81 137.45 0.08 4.87
Capital advances paid (100.00) (3.90) - -
Other financial assets 0.51 128.77 (5.26) (99.37)
Deposits with banks 30.64 (2,442.50) (0.05) 82.72
Net cash from/(used in) investing activities (67.54) 74.68 (155.66) (151.12)
C. Cash flows from financing activities
Proceeds from borrowings 112.27 132.70 2.08 1,166.20
Shares issued on exercise of employee stock - 2.24 0.12 -
options
Lease Liability (5.95) (19.92) (8.01) (6.29)
Repayment of borrowings - (634.06) (415.76) (1,295.38)
Interest paid (9.18) (45.70) (98.31) (131.88)
95Net cash from/(used in) financing activities 97.14 (564.74) (519.88) (267.35)
Net increase in cash and cash equivalents (17.98) 36.03 (117.77) 137.41
(A+B+C)
Cash and cash equivalents at the end of the 66.12 84.10 48.07 165.84
year
Cash and cash equivalents at the beginning of 84.10 48.07 165.84 28.43
the year
Net increase/(decrease) in cash and cash (17.98) 36.03 (117.77) 137.41
equivalents
Note 1:
Cash and cash equivalents include:
Balance with banks
- in current accounts 66.12 84.10 48.07 165.84
Total cash and cash equivalents 66.12 84.10 48.07 165.84
Note 2:
Figures in brackets represent outflows of cash
and cash equivalents
Note 3:
The above cash flow statement has been prepared under the indirect method as set out in Indian Accounting
Standards (IND-AS) 7 on statement of cash flows.
Note: We hereby confirm that pursuant to the board resolution dated August 11, 2025 held with a quorum with majority
of the directors being the Independent Directors of the Company, the Board has passed the agenda confirming that the
cash balances of the Company as available for the three months period ended June 30, 2025 shall be utilised towards
targeted acquisitions/ investments towards entities that are in similar lines of business and such acquisition/investments
shall not be made with any of the entities related to the Company or its Promoter, Promoter Group and Directors.
96GENERAL INFORMATION
Our Company was incorporated as a private limited company under the provisions of the Companies Act, 1956 vide
certificate of incorporation issued by Registrar of Companies, Bangalore at Karnataka (“RoC”) on June 12, 2000 as
“Excelsoft Technologies Private Limited” pursuant to a certificate of incorporation issued by the RoC. Thereafter, our
Company was converted into a public limited company pursuant to a special resolution passed by our Shareholders at
their extraordinary general meeting held on July 22, 2024 and the name of our Company was changed to “Excelsoft
Technologies Limited”, and a fresh certificate of incorporation consequent upon conversion from a private company to a
public limited company was issued by the RoC on September 17, 2024.
Registered Office: 1-B, Hootagalli Industrial Area, Mysore - 570018 Karnataka, India.
Corporate Identity Number: U72900KA2000PLC027256
Registration Number: 027256
Address of the RoC
Our Company is registered with the RoC, located at the following address:
Registrar of Companies, Bangalore, Karnataka
'E' Wing, 2nd Floor,
Kendriya Sadana, Koramangala,
Bangalore - 560034 Karnataka, India.
Board of Directors of our Company
Our Board of Directors comprises the following Directors as on the date of filing of this Prospectus:
Name and Designation DIN Address
Dhananjaya Sudhanva 00423641 No-4 Sukanya, Near Netaji Circle, Dattagalli 3rd
Chairman and Managing Director Stage, Mysore – 570023 Karnataka, India.
Lajwanti Sudhanva 02213738 No- 4 Sukanya, Near Netaji Circle, Dattagalli
Non-Executive Director 3rd Stage Dattagalli, Mysore- 570023
Karnataka, India.
Shruthi Sudhanva 06426159 No- 4 Sukanya, 3rd Stage Dattagalli, Near Netaji
Whole-Time Director Circle, P.O. Kuvempunagar, Mysore- 570023
Karnataka, India.
Colin Hughes 02642180 High Poplars, Hinton, Saxmundham, IP17 3RJ.
Non-Executive Director
Desiraju Srilakshmi 02538343 58-2, Retreat Emerald Enclave, 12th Cross Road,
Independent Director Near Infosys Campus, Hebbal Industrial Area,
Hebbal, Mysore - 570016 Karnataka, India.
Palaniswamy Doreswamy 01251023 Kasaba Hobli, H D Kote Taluk, Savve, Mysore
Independent Director – 571114 Karnataka, India
Arun Kumar Bangarpet Venkataramanappa 08297682 #754, 17th Main, New Saraswathi Puram,
Independent Director Mysore- 570009 Karnataka, India
Shivkumar Pundaleeka Divate 10849971 #744, 10th Main, 3rd Stage, C block,
Independent Director Vijayanagara, Mysore - 570017 Karnataka, India
For brief profile and further details of our Directors, see “Our Management- Brief Profile of Our Directors” on page 245.
97Company Secretary and Compliance Officer
Venkatesh Dayananda
1-B, Hootagalli Industrial Area, Mysore - 570018 Karnataka, India
Tel: +91 821 428 2247
E-mail: ipo@excelsoftcorp.com
Website: www.excelsoftcorp.com
Investor Grievances
Investors may contact the Company Secretary and Compliance Officer, the Book Running Lead Manager or the
Registrar to the Offer in case of any pre-Offer or post-Offer-related grievances including non-receipt of letters of
Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders
or non-receipt of funds by electronic mode or other means. For all Offer related queries and for redressal of
complaints, investors may also write to the BRLM.
All Offer-related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer with a
copy to the relevant Designated Intermediary(ies) with whom the Bid-cum-Application Form was submitted, giving
full details such as name of the sole or First Bidder, Bid-cum-Application Form number, Bidder’s DP ID, Client ID,
PAN, address of Bidder, number of Equity Shares applied for, ASBA Account number in which the amount equivalent to
the Bid Amount was blocked or the UPI ID (for UPI Bidders who make the payment of Bid Amount through the UPI
Mechanism), date of Bid cum Application Form and the name and address of the relevant Designated Intermediary(ies)
where the Bid was submitted. Further, the Bidder was required to enclose the Acknowledgment Slip or the application
number from the Designated Intermediaries in addition to the documents or information mentioned hereinabove. All
grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy
to the Registrar to the Offer. The Registrar to the Offer shall obtain the required information from the SCSBs for
addressing any clarifications or grievances of ASBA Bidders.
All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer , giving full details
such as the name of the Sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID, Client ID, PAN,
date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares applied for, Bid
Amount paid on submission of the Anchor Investor Application Form and the name and address of the BRLM
where the Anchor Investor Application Form was submitted by the Anchor Investor.
All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a
copy to the Registrar to the Offer.
Book Running Lead Manager
Anand Rathi Advisors Limited
11th Floor, Times Tower, Kamala City,
Senapati Bapat Marg Lower Parel,
Mumbai – 400 013 Maharashtra, India
Telephone: +91 22 4047 7120
E-mail: ipo.excelsoft@rathi.com
Investor Grievance E-mail: grievance.ecm@rathi.com
Website: www.anandrathiib.com
Contact person: P. Balraj
SEBI Registration No.: INM000010478
Statement of inter-se responsibilities amongst the BRLM
Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in relation to this
Offer. In this regard, our Company has appointed the BRLM to manage this Offer.
Anand Rathi Advisors Limited is the sole Book Running Lead Manager to the Offer and hence, all the responsibilities
relating to co-ordination and other activities in relation to the Offer shall be performed by them.
98Legal Counsel to the Offer
ALMT Legal
2, Lavelle Road
Bangalore - 560 001 Karnataka, India
Tel: +(91) 80 4016 0000
Email: ecm@almtlegal.com
Statutory Auditor to our Company
Ramaswamy Vijayanand
Address: No 297, 1st Floor, 35th Cross 7th C Main, Jayanagar 4th Block
Bangalore – 560011, Karnataka, India
Email: rvaca67@gmail.com
Tel: +(91) 80 22443137/ 41666095
Membership number: 202118
Peer Review Auditor number: 015161
Changes in the auditors
The following changes have taken place in the auditors during the last three years preceding the date of this Prospectus:
Particulars Date of Change Reason for Change
M/s. B. N. C & Co., Chartered Accountants February 09, 2023 Re-Appointment
Address: 370/2 (CH6/2) First Floor, First Cross D.
Subbaiah Road, near Ramaswamy Circle, Mysore- 570
004 Karnataka, India.
Email: bncco@reddifmail.com
Tel: + 91 821 2561698
Membership number: 203078
Peer Review Auditor number: NA
Ramaswamy Vijayanand., Chartered Accountant May 22, 2023 Casual Vacancy
Address: No 297, 1st Floor, 35th Cross 7th C Main,
Jayanagar 4th Block, Bangalore – 560011, Karnataka,
India.
Email: rvaca67@gmail.com
Tel: +(91) 80 22443137/ 41666095
Membership number: 202118
Peer Review Auditor number: 015161
Ramaswamy Vijayanand, Chartered September 29, 2023 Appointment for full term
Accountant
Address: No 297, 1st Floor, 35th Cross 7th C, Main,
Jayanagar 4th Block, Bangalore – 560011, Karnataka,
India.
Email: rvaca67@gmail.com
Tel: +(91) 80 22443137/ 41666095
Membership number: 202118
Peer Review Auditor number: 015161
Registrar to the Offer
MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited)
Address: C-101, Embassy 247, L B S Marg, Vikhroli (West),
Mumbai - 400 083 Maharashtra, India
Tel: +91 810 811 4949
E-mail: excelsofttechnologies.ipo@linkintime.co.in
Website: www.linkintime.co.in
Investor Grievance Email: excelsofttechnologies.ipo@linkintime.co.in
Contact Person: Shanti Gopalkrishnan
SEBI Registration number: INR000004058
Syndicate Members
99Anand Rathi Share and Stock Brokers Limited
Express Zone, A Wing, 10th Floor,
Western Express Highway, Goregaon (E),
Mumbai - 400 063 Maharashtra, India
Telephone: +91 22 6281 7000
Email: Roshanmoondra@rathi.com
Website: www.anandrathi.com
Contact Person: Roshan Moondra
SEBI Registration No: INZ000170832
Banker(s) to our Company
Axis Bank Limited
Address: Diamond District, Tower C, 5th Floor, Domlur,
Bangalore - 560008 Karnataka, India.
Tel: +91 8884057495
Email: santoshi.reddy@axisbank.com
Contact Person: M Santoshi Reddy
Website: www.axisbank.com
ICICI Bank Limited
Address: –No. 102, 3rd Floor, K.H. Road, Shanti Nagar,
Bangalore - 560027 Karnataka, India.
Tel: +91 7304910445
Email: sunil.jha@icicibank.com
Contact Person: Sunil Jha
Website: www.icicibank.com
Banker to the Offer
Escrow Collection Bank, Refund Bank and Sponsor Bank
Axis Bank Limited
Axis House, 6th Floor, C-2,
Wadia International Centre,
Pandurang Budhkar Marg, Worli,
Mumbai - 400 025 Maharashtra, India
Telephone number: +91 22 24253672
E-mail: naina.lade@axisbank.com
Website: www.axisbank.com
Contact Person: Naina Lade
SEBI Registration Number: INBI00000017
Public Offer Account Bank and Sponsor Bank
ICICI Bank Limited
Capital Market Division, 163, 5th Floor,
H.T. Parekh Marg, Backbay Reclamation, Churchgate,
Mumbai – 400020 Maharashtra, India
Telephone number: +91 22 68052182
E-mail: ipocmg@icicibank.com
Website: www.icicibank.com
Contact Person: Varun Badai
SEBI Registration Number: INBI00000004
Designated Intermediaries
Registrar and Share Transfer Agent - The SEBI (Registrars to an Issue and Share Transfer Agents) Regulations,
1993 defines registrars or transfer agents as institutions that register and keep full records of investor transactions for
mutual fund firms’ convenience.
100Collecting Depository Participants (CDP) - CDPs act as a link between depositories and the investors who hold securities.
A CDP is an entity registered with the Securities and Exchange Board of India (SEBI) and is associated with either the
CDSL or the NSDL or both.
Self-Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or at such other website as
may be prescribed by SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder (other
than a RIB using the UPI Mechanism), not Bidding through Syndicate/Sub Syndicate or through a Registered Broker,
RTA or CDP may submit the Bid cum Application Forms, is available at , or
at such other websites as may be prescribed by SEBI from time to time.
Eligible SCSBs 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 and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated
April 5, 2022, RIBs Bidding using the UPI Mechanism applied through the SCSBs and mobile applications whose
names appears on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) respectively, as updated
from time to time. A list of SCSBs and mobile applications, which are live for applying in public issues using UPI
Mechanism is provided on the website of the SEBI at
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.
Syndicate Self-Certified Syndicate Banks Branches
In relation to Bids (other than Bids by Anchor Investors and RIBs) 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 Bid cum Application Forms from the members of the Syndicate is available on the
website of the SEBI (www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and
updated from time to time or any such other website as may be prescribed by SEBI from time to time. For more
information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the
website of the SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as
updated from time to time or any such other website as may be prescribed by SEBI from time to time.
Registered Brokers
Bidders could submit ASBA Forms in the Offer using the stockbroker network of the Stock Exchanges, i.e., through the
Registered Brokers at the Broker Centres. 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 and www.nseindia.com, as updated from time to time.
RTAs
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address,
telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?and https://www.nseindia.com/invest/find-a-stock-broker
respectively, or such other websites as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name
and contact details, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx and https://www.nseindia.com/products-services/initial-
public-offerings-asba-procedures, respectively, as updated from time to time.
Experts to the Offer
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated October 26, 2025 from Ramaswamy Vijayanand, Chartered
Accountant, holding a valid peer review certificate from ICAI, to include his name as required under Section 32 and
101Section 26 of the Companies Act, 2013 read with SEBI ICDR Regulations, in the Red Herring Prospectus and this
Prospectus, respectively, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and
in his capacity as our Statutory Auditor, and in respect of; (i) Restated Consolidated Financial Information and his
examination report dated October 26, 2025 relating to the Restated Consolidated Financial Information and (iii) his
Statement of Special Tax Benefits dated October 26, 2025 included in this Prospectus; and such consent has not been
withdrawn as on the date of this Prospectus. However, the term “expert” shall not be construed to mean an “expert” as
defined under U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”).
In addition, our Company has also received written consent dated September 12, 2025 from D.V Yogisha Rao, Chartered
Engineer (Registration No. AM083948-8), to include his name as required under Section 32 and Section 26 of the
Companies Act, 2013 in the Red Herring Prospectus and this Prospectus, respectively, and as an ‘expert’ as defined under
Section 2(38) of Companies Act, 2013 in his capacity as an Independent Chartered Engineer, in relation to his certificates.
In addition, our Company has also received written consent dated September 12, 2025 from BK & Associates, Architects,
to include their name as required under Section 32 and Section 26 of the Companies Act, 2013 in the Red Herring
Prospectus and this Prospectus, respectively, and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013
in their capacity as an Independent Architect, in relation to their certificates.
In addition, our Company has also received written consent dated September 29, 2025 from IKOT Consultancy Services
(OPC) Private Limited(CISA Certificate No. 242395513, ISO Certificate No. 25/IN/1027568/2121, DCPLA Certificate
No. B67/25/1612, PMP Certificate No. 1723168 Strategist Certificate No. DSC12025STR030), to include their name as
required under Section 32 and Section 26 of the Companies Act, 2013 in the Red Herring Prospectus and this Prospectus,
respectively and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013 in their capacity as the External
IT Auditor, in relation to their IT Audit Report.
In addition, our Company has also received written consent dated October 25, 2025 from Padmavathi & Vijayesh
Associates LLP, practicing company secretaries, to include their name as required under Section 32 and Section 26 of the
Companies Act, 2013 in the Red Herring Prospectus and this Prospectus, respectively, and as an ‘expert’ as defined under
Section 2(38) of Companies Act, 2013 in their capacity as a practising company secretary, in relation to their due diligence
report issued.
Monitoring Agency
Our Company has appointed CARE Ratings Limited as the monitoring agency to monitor utilization of the Gross Proceeds
from the Fresh Offer, in accordance with Regulation 41 of the SEBI ICDR Regulations. For details in relation to the
proposed utilisation of the Gross Proceeds, see “Objects of the Offer” on page 123. Details of the Monitoring Agency are
set out below:
CARE Ratings Limited
4th Floor, Godrej Coliseum,
Somaiya Hospital Road,
Off Eastern Express Highway,
Sion (East), Mumbai 400 022
Maharashtra, India
Telephone number: +91 22 6754 3456
E-mail ID: Prajul.Kotian@careedge.in
Website: www.careratings.com
Contact person: Prajul Kotian
SEBI registration number: IN/CRA/004/1999
Appraising Entity
None of the objects of the Offer for which the Net Proceeds will be utilised have been appraised by any agency.
Accordingly, no appraising entity has been appointed in relation to the Offer.
Credit Rating
As this is an offer of Equity Shares, there is no credit rating for the Offer.
102IPO Grading
As this is an offer of Equity Shares, no credit rating agency registered with the SEBI has been appointed in respect of
obtaining grading for the Offer.
Debenture Trustees
As this is an offer of Equity Shares, no debenture trustee has been appointed for the Offer.
Green Shoe Option
No green shoe option has been undertaken under the Offer.
Filing
A copy of the Draft Red Herring Prospectus was filed electronically through the SEBI Intermediary Portal at
siportal.sebi.gov.in, in accordance with the SEBI ICDR Master Circular, and has been emailed to SEBI at
cfddil@sebi.gov.in, in accordance with the instructions issued by the SEBI on March 27, 2020, in relation to “Easing of
Operational Procedure –Division of Issues and Listing –CFD” and as specified in Regulation 25(8) of the SEBI ICDR
Regulations. It will also be filed with SEBI at:
Securities and Exchange Board of India
Corporation Finance Department
Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex, Bandra (E)
Mumbai - 400 051 Maharashtra, India
A copy of the Red Herring Prospectus, along with the material documents and contractswas filed with the RoC in
accordance with Section 32 of the Companies Act and a copy of this Prospectus has been filed under Section 26 of the
Companies Act,with the RoC, and through the electronic portal at www.mca.gov.in.
Book Building Process
The Book building, in the context of the Offer, refers to the process of collection of Bids from investors on the basis of
the Red Herring Prospectus and this Prospectus and the Bid cum Application Forms (and the Revision Forms) within the
Price Band, which was decided by our Company, in consultation with the BRLM, and was advertised in all editions of
Financial Express, an English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper and the
Mysore edition of Vijayavani, a Kannada daily newspaper (Kannada being the regional language of Karnataka where our
Registered Office is located), each with wide circulation, at least two Working Days prior to the Bid/Offer Opening Date
and was made available to the Stock Exchanges for the purpose of uploading on their respective websites. The Offer Price
was determined by our Company in consultation with the BRLM on the Pricing Date. For further details, see “Offer
Procedure” on page 418.
All Bidders, except Anchor Investors, were mandatorily required to use the ASBA process for participating in the
Offer by providing details of their respective ASBA Account in which the corresponding Bid Amount was blocked
by SCSBs. In addition to this, the UPI Bidders participated through the UPI Mechanism. Anchor Investors were not
permitted to participate in the Offer through the ASBA process. Non-Institutional Investors with an application size of up
to ₹ 0.50 million were required to use the UPI Mechanism and provide their UPI ID in the Bid cum Application Form
submitted with Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar and Share
Transfer Agents.
In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders were 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. RIBs
Bidding in the Retail Portion could revise their Bids during the Bid/Offer Period and withdraw their Bids until
the Bid/Offer Closing Date. Further, Anchor Investors were not allowed to withdraw their Bids after the Anchor
Investor Bidding Date. Except for Allocation to RIBs and the Anchor Investors, Allocation in the Offer was on a
proportionate basis. Allocation to the Anchor Investors was on a discretionary basis. For further details, see “Terms
of the Offer”, “Offer Procedure” and “Offer Structure” on pages 411, 418 and 438, respectively.
103The Book Building Process under the SEBI ICDR Regulations and the Bidding Process are subject to change from
time to time and Bidders were advised to make their own judgment about investment through this process prior
to submitting a Bid in the Offer.
Bidders were required to note that the Offer is also subject to obtaining (i) final approval of the RoC after this Prospectus
is filed with the RoC; and (ii) final listing and trading approvals from the Stock Exchanges, which our Company shall
apply for after Allotment.
For further details on the method and procedure for Bidding, see “Offer Procedure” and “Offer Structure” on pages 418
and 438, respectively.
Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in relation to this
Offer. The Selling Shareholder has specifically confirmed that they will comply with the SEBI ICDR Regulations and
any other directions issued by SEBI, as applicable to the Selling Shareholder, in relation to the Offered Shares. In this
regard, our Company and the Selling Shareholder have appointed the BRLM to manage this Offer and procure Bids for
this Offer.
All Bidders, except Anchor Investors, were mandatorily required to use the ASBA process for participating in the
Offer by providing details of their respective ASBA Account in which the corresponding Bid Amount was blocked
by the SCSBs and Sponsor Bank, as the case may be. The Retail Individual Bidders were required to participate
through the ASBA process by either (a) providing the details of their respective ASBA Account in which the
corresponding Bid Amount was blocked by SCSBs; or (b) through the UPI Mechanism. Anchor Investors were
not permitted to participate in the Offer through the ASBA process.
In accordance with the SEBI ICDR Regulations, QIBs and NIIs were 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. RIBs (subject to the Bid Amount
being up to ₹ 0.20 Million) could revise their Bids during the Bid/Offer Period and withdraw their Bids until the Bid/Offer
Closing Date. Further, Anchor Investors were not allowed to withdraw their Bids after the Anchor Investor Bid/Offer
Period. Allocation to the Anchor Investors was on a discretionary basis, while allocation to QIBs (other than Anchor
Investors) and NIB was on a proportionate basis. Allocation to QIBs (other than Anchor Investors) was on a proportionate
basis to Retail Individual Bidders could revise their Bid(s) during the Bid/Offer Period and withdraw their Bid(s) until
Bid/Offer Closing Date, while allocation to Anchor Investors was on a discretionary basis.
For further details on the method and procedure for Bidding and book building procedure, please see the sections entitled
“Terms of the Offer”, “Offer Procedure” and “Offer Structure” on pages 411, 418 and 438, respectively.
The Book Building Process under the SEBI ICDR Regulations and the Bidding process are subject to change from
time to time. Investors were advised to make their own judgment about an investment through this process prior
to submitting a Bid.
Bidders were required to note the Offer is also subject to: (i) obtaining final listing and trading approvals from the Stock
Exchanges, which our Company shall apply for after Allotment; and (ii) filing of this Prospectus with the RoC.
For an illustration of the Book Building process and the price discovery process, please see the section entitled “Offer
Procedure” on page 418.
Each Bidder, by submitting a Bid in the offer, was deemed to have acknowledged the above restrictions and the terms of
the offer.
Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in relation to this
Offer. The Selling Shareholder has specifically confirmed that it will comply with the SEBI ICDR Regulations and any
other directions issued by SEBI, as applicable to the Selling Shareholder, in relation to the Offered Shares. In this regard,
our Company and the Selling Shareholder have appointed the BRLM to manage this Offer and procure Bids for this Offer.
Underwriting Agreement
Our Company and Selling Shareholder have entered into an Underwriting Agreement with the Underwriters for the Equity
Shares proposed to be offered through the Offer. The extent of underwriting obligations and the Bids to be underwritten by
BRLM shall be as per the Underwriting Agreement. It is proposed that pursuant to the terms of the Underwriting
Agreement, the obligations of the Underwriters will be several and will be subject to conditions to closing, specified
therein.
The Underwriting Agreement is dated November 22, 2025. The Underwriters have indicated their intention to underwrite
the following number of Equity Shares:
104Name, address, telephone number and Indicative number of Equity Amount Underwritten (₹ in
e-mail address of the Underwriters Shares to be underwritten million)
Anand Rathi Advisors Limited 41,666,566 4,999.99
11th Floor, Times Tower,
Kamala City, Senapati Bapat Marg
Lower Parel, Mumbai - 400013
Maharashtra, India
Telephone: +91 22 4047 7120
E-mail: ipo.excelsoft@rathi.com
C ontact Person: P. Balraj
Anand Rathi Share and Stock 100 0.01
Brokers Limited
Express Zone, A Wing, 10th Floor,
Western Express Highway, Goregaon
(E), Mumbai - 400 063 Maharashtra,
India
Telephone: +91 22 6281 7000
Email: Roshanmoondra@rathi.com
Contact Person: Roshan Moondra
The abovementioned amounts are provided for indicative purposes only and have been finalised \ actual allocation and
subject to the provisions of Regulation 40(2) of the SEBI ICDR Regulations.
In the opinion of our Board (based on representations made to our Company by the Underwriters), the resources of the
Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The Underwriters
are registered with the SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s).
Our Board at its meeting held on November 22, 2025 accept and enter into the Underwriting Agreement mentioned above
on behalf of our Company.
Allocation amongst the Underwriters may not necessarily be in proportion to their underwriting commitments set forth in
the table above. Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment
with respect to Equity Shares allocated to Investors procured by them in accordance with the Underwriting Agreement.
105CAPITAL STRUCTURE
The Equity Share capital of our Company as at the date of this Prospectus is set out below:
Sr. No. Particulars Aggregate value at face Aggregate value at
value (Amount ₹ in Offer Price (Amount ₹
million) in million) *
A. AUTHORIZED SHARE CAPITAL (1)
150,000,000 Equity Shares of ₹ 10/- each 1,500.00
B. ISSUED, SUBSCRIBED AND PAID-UP SHARE
CAPITAL BEFORE THE OFFER
100,084,164 Equity Shares of ₹ 10/- each 1,000.84 -
C. PRESENT OFFER
Offer of 41,666,666* Equity Shares of face value ₹10/- 416.67 5,000.00
each aggregating to ₹ 5,000.00 million *(2) (3)
Of which:
Fresh Offer of 15,000,000* Equity Shares of face value ₹ 150.00 1,800.00
10/- each aggregating to ₹ 1,800.00 million *(2)
Offer for sale of 26,666,666* Equity Shares of face value 266.67 3,200.00
₹ 10/- aggregating to ₹ 3,200.00 million*(3).
D. ISSUED, SUBSCRIBED AND PAID-UP SHARE
CAPITAL AFTER THE OFFER
115,084,164* Equity Shares of face value ₹ 10/- each* 1,150.84 -
E. SECURITIES PREMIUM ACCOUNT
Before the Offer Nil
After the Offer* 1,650.00
* Subject to finalisation of Basis of Allotment
(1) For details in relation to the changes in the authorised share capital of our Company in the last 10 years, see ‘History
and Certain Other Corporate Matters - Amendments to our Memorandum of Association in the last 10 years’ on page
227.
(2) The Offer has been authorized by a resolution of our Board dated February 05, 2025 and the Fresh Offer has been
authorized by a special resolution approved by our Shareholders on February 12, 2025. Further, our board has taken on
record the approval of the Offer for Sale by the Selling Shareholder, pursuant to its resolution dated February 05, 2025.
(3) The Selling Shareholder confirms that the Equity Shares being offered by it are eligible for being offered for sale
pursuant to the Offer in terms of Regulation 8 of the SEBI ICDR Regulations. For further details of authorizations
received for the Offer, see “Other Regulatory and Statutory Disclosures” on page 397.
106Notes to the Capital Structure
1. Share Capital History of Our Company
a. Equity Shares
The following table sets forth the history of Equity Share Capital of our Company:
Face Issue
Cumulative
Number value Price Cumulative
paid-up
Date of Nature of of Equity per per Form of number of
Equity Name of Allottees
Allotment Allotment Shares Equity Equity Consideration Equity
Share
Allotted Share Share Shares
Capital (₹)
(₹) (₹)
June 12, Subscription 400 10 10 Cash 400 4,000 Initial subscription of
2000 to MOA 100 Equity shares to
Late Prof.
Manchukondanahalli
Hiriyanna Dhananjaya,
100 Equity Shares to
Dhananjaya Sudhanva,
100 Equity Shares to
Sukhanya Dhananjaya
and 100 Equity Shares to
Lajwanti Sudhanva.
December The partners 899,289 10 N.A. Other than 899,689 8,996,890 Allotment of 80,235
18, 2000 of M/s. Cash Equity shares to late
Sudhanva Late Prof.
Enterprises Manchukondanahalli
were allotted Hiriyanna Dhananjaya,
Equity Shares 464,835 Equity Shares
pursuant to to Dhananjaya
acquisition of Sudhanva,
the 158,948Equity Shares
partnership to Sukhanya
firm by our Dhananjaya and
Company. 195,271 Equity Shares
to Lajwanti Sudhanva.
Allotted 100,311 10 10 Cash 1,000,000 10,000,000 Allotment of 311
pursuant to Equity shares to late
acquisition of Late Prof.
the Manchukondanahalli
partnership Hiriyanna Dhananjaya,
firm M/s. 10,000 Equity Shares to
Sudhanva Dhananjaya Sudhanva,
Enterprises as 15,000 Equity Shares to
a going Sukhanya Dhananjaya
concern, and 75,000 Equity
adjusted Shares to Lajwanti
towards Sudhanva.
pending
balances of
the partners.
January Further Issue 5,00,000 10 25 Cash 1,500,000 15,000,000 Allotment of 500,000
31, 2001 Equity Shares to Unit
Trust of India A/c India
Technology Venture
Unit Scheme for
purposes of private
investment into the
Company.
March 31, Conversion of 51,923 10 - Cash* 1,551,923 15,519,230 Allotment of 51,923
2006 1,250,000 Equity Shares to Unit
Optional Trust of India A/c India
Convertible Technology Venture
Cumulative Unit Scheme.
Redeemable
Preference
Shares
107(OCCRPS)
at12%
March 28, Further Issue 3,000 10 25 Cash 1,554,923 15,549,230 Allotment of 1,000
2007 Equity shares to
Prashanth H.M., 1,000
Equity Shares to Ajay
Ramesh Kulkarni and
1,000 Equity Shares to
Shivakumar
Srikantaiah, as per
discretion of
management.
November ESOP 4,737 10 600 Cash 1,559,660 15,596,600 Allotment of 4,737
05, 2009 Allotment Equity Shares to 8
allottees pursuant to
exercise of employee
stock options under the
ESOS 2007 i.e.,
906 Equity Shares to
Nishith Prabhakar, 906
Equity Shares to
Prashant Goela, 906
Equity Shares to Romil
Gupta, 906 Equity
Shares to Dev
Ramnane, 384 Equity
Shares to Karthik
Ramkrishnan, 243
Equity Shares to Amit
Kumar Srivastava, 243
Equity Shares to Rahul
Shivkumar Gautam and
243 Equity Shares to
Kiran Dhamane.
January ESOP 384 10 600 Cash 1,560,044 15,600,440 Allotment of 384
04, 2010 Allotment Equity Shares to Rohit
Vaz pursuant to
exercise of employee
stock options under the
ESOS 2007.
December ESOP 7,198 10 600 Cash 1,567,242 15,672,420 Allotment of 7,198
24, 2010 Allotment Equity Shares to 8
allottees pursuant to
exercise of employee
stock options under the
ESOS 2007 i.e.,
Allotment of 1,594
Equity Shares to
Nishith Prabhakar,
1,594 Equity Shares to
Prashant Goela, 1,594
to Romil Gupta, 1,594
Equity Shares to Dev
Ramnane, 384 Equity
Shares to Karthik
Ramkrishnan, 146
Equity Shares to Amit
Kumar Srivastava, 146
Equity Shares to Rahul
Shivkumar Gautam,
146 Equity Shares to
Kiran Dhamane,
ESOP 1,500 10 250 Cash 1,568,742 15,687,420 Allotment of 1,500
Allotment Equity Shares to
Jambardi Ramanna
Maheshkumar
pursuant to exercise of
108employee stock options
under the ESOS 2008
May 07, ESOP 4,886 10 600 Cash 1,573,628 15,736,280 Allotment of 4,886
2012 Allotment Equity Shares to 8
allottees pursuant to
exercise of employee
stock options under the
ESOS 2007 i.e.,
1,036 Equity Shares to
Nishith Prabhakar,
1,036 Equity Shares to
Prashant Goela, 1,036
to Romil Gupta, 1,036
Equity Shares to Dev
Ramnane, 243 Equity
Shares to Amit Kumar
Srivastava, 195 Equity
Shares to Rahul
Shivkumar Gautam,
195 Equity Shares to
Kiran Dhamane and 109
Equity Shares to
Karthik Ramakrishnan.
ESOP 2,250 10 250 Cash 1,575,878 15,758,780 Allotment of 2,250
Allotment Equity Shares to
Jambardi Ramanna
Maheshkumar pursuant
to exercise of employee
stock options under the
ESOS 2008
ESOP 3,860 10 50 Cash 1,579,738 15,797,380 Allotment of 3,860
Allotment Equity Shares to 3
allottees pursuant to
exercise of employee
stock options under the
ESOS 2007 i.e.,
1,500 Equity shares to
Prashanth H M, 1,500
Equity Shares to Ajay
Ramesh Kulkarni and
860 Equity Shares to
Shivakumar
Srikantaiah.
November ESOP 4,774 10 600 Cash 1,584,512 15,845,120 Allotment of 4,774
08, 2012 Allotment Equity Shares to 7
allottees pursuant to
exercise of employee
stock options under the
ESOS 2007 i.e.,
1,036 Equity Shares to
Nishith Prabhakar,
1,036 Equity Shares to
Prashant Goela, 1,036
to Romil Gupta, 1,036
Equity Shares to Dev
Ramnane, 242 Equity
Shares to Amit Kumar
Srivastava, 194 Equity
Shares to Rahul
Shivkumar Gautam and
194 Equity Shares to
Kiran Dhamane.
ESOP 1,000 10 250 Cash 1,585,512 15,855,120 Allotment of 1,000
Allotment Equity Shares to
Jambardi Ramanna
Maheshkumar pursuant
109to exercise of employee
stock options under the
ESOP 2008.
June 28, ESOP 1,600 10 50 Cash 1,587,112 15,871,120 Allotment of 1,600
2013 Allotment Equity Shares to 6
allottees pursuant to
exercise of employee
stock options under the
ESOS 2008 i.e.,
500 Equity Shares to
Krishna Prakash H N,
500 Equity Shares to
Tejaswi Vashe
Keshava, 300 Equity
Shares to Subbakrishna
M V, 100 Equity Shares
to Lokesha K R, 100
Equity Shares to
Jagadisha R M and100
Equity Shares to
Srinivas Chudamani.
July 29, ESOP 3,780 10 50 Cash 1,590,892 15,908,920 Allotment of 3,780
2016 Allotment Equity Shares to 11
allottees pursuant to
exercise of employee
stock options under the
ESOS 2008 i.e.,
100 Equity Shares to
Krishna Prakash H N,
500 Equity Shares to
Tejaswi Vashe
Keshava, 300 Equity
Shares to Subbakrishna
M V, 200 Equity Shares
to Lokesha K R, 200
Equity Shares to
Jagadisha R M, 470
Equity Shares to
Srinivas Chudamani,
500 Equity Shares to
Deepak Vashdev, 910
Equity Shares to R
Vasu, 200 Equity
Shares toSatish M K,
100 Equity Shares to
Ragini Babitha and 300
Equity Shares to
Suvarna Seetharam.
ESOP 2,750 10 250 Cash 1,593,642 15,936,420 Allotment of 2,750
Allotment Equity Shares to
Jambardi Ramanna
Maheshkumar pursuant
to exercise of employee
stock options under the
ESOS 2008.
March 27, ESOP 2,320 10 50 Cash 1,595,962 15,959,620 Allotment of 2,320
2024 Allotment shares to 6 allottees
pursuant to exercise of
employee stock options
under the ESOS 2008
i.e.,
500 Equity Shares to
Deepak Vashdev, 230
Equity Shares to
Jagdisha R M, 400
Equity Shares to
Krishna Prakash H N,
110400 Equity Shares to
Lokesha K R, 590
Equity Shares to Ragini
Babitha and200 Equity
Shares to Suvarna
Seetharam.
June 25, ESOP 44,762 10 50 Cash 1,640,724 16,407,240 Allotment of 3,500
2024 Allotment Equity shares to 14^
allottees pursuant to
exercise of employee
stock options under the
ESOS 2008 and
Allotment of 41,262
Equity shares to 38^
allottees pursuant to
exercise of employee
stock options under the
ESOS 2023
December Bonus 98,443,440 10 -- Other than 100,084,164 1,000,841,64 Allotment of
02, 2024 Issuance of cash 0 98,443,440 Equity
Equity Shares shares to 57^^ allottees
in the ratio of pursuant to Bonus
60:1 Issue.
*Consideration paid at the time of allotment of the Optionally Convertible Cumulative Redeemable Preference Shares
dated June 12, 2001.
^750 Equity Shares to Amarnath M S, 200 Equity Shares to Anish N Salukhe, 750 Equity Shares to Ankur Dayal, 5,000
Equity Shares to Ajay Ramesh Kulkarni, 750 Equity Shares to Anil R, 750 Equity Shares to Balaji Kumar DL, 200 Equity
Shares to Bineesh K Thomas, 500 Equity Shares to Chandrashekar R, 200 Equity Shares to Chella Ganesh R, 150 Equity
Shares to Deepak Vashdev, 200 Equity Shares to Desayya Namala, 220 Equity Shares to Jagadisha R M, 200 Equity
Shares to Jitendra Kumar Singh, 1,500 Equity Shares to Kannan Sundararajan, 750 Equity Shares to Kiran Kumar Edu,
150 Equity Shares to Krishna Prakash H N, 450 Equity Shares to Lokesha K R, 750 Equity Shares to Madhukumar M S,
1,000 Equity Shares to Manjula Mukund, 2,500 Equity Shares to Jambardi Ramanna Maheshkumar, 1,150 Equity Shares
to Mohamed Hussain, 750 Equity Shares to Pradeep Kumar D, 200 Equity Shares to Pradeep N, 5,000 Equity Shares to
Prashanth H M, 460 Equity Shares to Ragini Babitha, 372 Equity Shares to Rahul Gautam, 1,000 Equity Shares to
Ramaiah K, 1,000 Equity Shares to Ravi Kumar S M, 4,000 Equity Shares to Subramaniam Ravi, 750 Equity Shares to
Sajish K V, 4,140 Equity Shares to Shivakumar Srikantaiah , 1,150 Equity Shares to Sridhar Joies, 580 Equity Shares to
Srinivas Chudamani, 1,000 Equity Shares to Subramanya S S, 500 Equity Shares to Sumukha R Kashyap, 650 Equity
Shares to Suvarna S, 200 Equity Shares to Suraj H C, 150 Equity Shares to Tejaswi Vashe Keshava, 750 Equity Shares
to Thejaswini B, 240 Equity Shares to Vasu R, 3,000 Equity Shares to Venkatesh Dayanand, 750 Equity Shares to
Yashwanth Dak Jain G.
^^38,206,920 Equity Shares to Dhananjaya Sudhanva, 11,563,500 Equity Shares to Lajwanti Sudhanva, 450,000 Equity
Shares to Shruthi Sudhanva, 450,000 Equity Shares to Adarsh M S, 42,444,960 Equity Shares to Pedanta Technologies
Private Limited, 450,000 Equity Shares to Ajay Ramesh Kulkarni, 45,000 Equity Shares to Amarnath M S, 52, 440 Equity
Shares to Amit Kumar Srivastava, 45,000 Equity Shares to Anil Ramamurthy, 12,000 Equity Shares to Anish Narayan
Sulakhe, 45,000 Equity Shares to Ankur Dayal, 45,000 Equity Shares to Balaji Kumar D L, 12,000 Equity Shares to
Bineesh K Thomas, 30,000 Equity Shares to Chandrashekar R, 12,000 Equity Shares to Chella Ganesh R, 69,000 Equity
Shares to Deepak Vashdev, 12,000 Equity Shares to Desayya Namala, 274,320 Equity Shares to Dev Ramane, 45,000
Equity Shares to Jagadisha R M, 12,000 Equity Shares to Jitendra Kumar Singh, 90,000 Equity Shares to Kannan
Sundararajan, 52,620 Equity Shares to Karthik Ramakrishnan, 45,000 Equity Shares to Kiran Kumar Edu, 46,680 Equity
Shares to Kiran Dhamane, 69,000 Equity Shares to Krishna Prakash H N, 69,000 Equity Shares to Lokesha K Raju,
45,000 Equity Shares to Madhukumara M S, 60,000 Equity Shares to Manjula Mukund, 600,000 Equity Shares to
Jambardi Ramesh Maheshkumar, 69,000 Equity Shares to Mohamed Hussain, 274,320 Equity Shares to Nishith
Prabhakar Agrawal, 45,000 Equity Shares to Pradeep Kumar D, 12,000 Equity Shares to Pradeep N, 450,000 Equity
Shares to Prashanth H M, 274,320 Equity Shares to Prashant Goela, 69,000 Ragini Babitha, 69,000 Equity Shares to
Rahul Gautam, 60,000 Equity Shares to Ramaiah K, 60,000 Equity Shares to Ravi Kumar S M, 240,000 Equity Shares to
Subramaniam Ravi, 23,040 Equity Shares to Rohit Vaz, 274, 320 Equity Shares to Romil Gupta, 45,000 Equity Shares to
Sajish K V, 12,000 Equity Shares to Satish M K, 360,000 Equity Shares to Shivakumar Srikantaiah, 69,000 Equity Shares
to Sridhar Joies, 69,000 Equity Shares to Srinivas Chaudamani, 60,000 Equity Shares to Subramanya S S, 36,000 Equity
Shares to Subba Krishna M V, 30,000 Equity Shares to Sumukha R Kashyapa, 12,000 Equity Shares to Suraj H C, 69,000
Equity Shares to Suvarna S, 69,000 Equity Shares to Tejaswi Vashe Keshava, 45,000 Equity Shares to Thejaswini
Basavaraju, 69,000 Equity Shares to Vasu R, 180,000 Equity Shares to D Venkatesh and 45,000 Equity Shares to
Yashwanth Dak Jain G.
111b. Preference Share Capital
Except as stated below, as on the date of this Prospectus, our Company has not issued any preference share capital:
Date of Allotment of Number of Face value Issue price Details of Allotment Nature of
Optionally Convertible OCCRPS per per consideration
Cumulative Redeemable OCCRPS OCCRPS
Preference Shares (₹) (₹)
(“OCCRPS”)
June 12, 2001 12,50,000* 10 10 Allotment of OCCRPS Cash
to Unit Trust of India
A/c India Technology
Venture Unit Scheme
*Converted to Equity Shares vide allotment dated March 31, 2006
All issuances of our securities since incorporation of our Company till date of filing of this Prospectus are in compliance
with the Companies Act, 1956 and Companies Act, 2013, as applicable and as amended from time to time.
2. Secondary transactions of Equity Shares of our Company
Set out below are the details of transfers and transmissions of Equity Shares of our Company through secondary
transactions by our Shareholders:
Date of Name of Name of No. of Face Transfer Total Nature of Percent Percent
Transfer/ transferor transferee Equity value price per consideration consideration age of age of
Transmis Shares per Equity (in ₹) the pre- the
sion of equity Share Issue post-
Equity share (₹) Equity Issue
Shares Share Equity
capital Share
(%) capital
(%)^
May 19, Unit Trust DE Shaw 551,923 10 2,250.92 124,23,31,935.00 Cash 0.55 0.48
2008 of India A/c Composite
India Investments
Technology (Mauritius)
Venture Ltd PCC
Unit with respect
Scheme to DE Shaw
Composite
Investments
Excelsoft
(Mauritius)
Ltd
August Sukanya Arohi 77,647 10 2,411.68 187,260,037.43 Cash 0.08 0.07
26, 2008 Dhananjaya Emerging
Asia Master
Fund
August Lajwanti Arohi 77,646 10 2,411.68 18,72,57,625.75 Cash 0.08 0.07
26, 2008 Dhananjaya Emerging
Asia Master
Fund
December Late Prof. Arohi 100 10 11,377.8 11,37,782.50 Cash Negligible Negligible
17, 2009 Manchukon Emerging 3
danahalli Asia Master
Hiriyanna Fund
Dhananjaya
December Dhananjaya Arohi 100 10 11,377.8 11,37,782.50 Cash Negligible Negligible
17, 2009 Sudhanva Emerging 3
Asia Master
Fund
May 16, Sukhanya Late Prof. 48,201 10 - - Transmission 0.05 0.04
2011 Dhananjaya Manchukond
anahalli
Hiriyanna
Dhananjaya
May 16, Sukhanya Dhananjaya 48,200 10 - - Transmission 0.05 0.04
1122011 Dhananjaya Sudhanva
July 10, Arohi Pedanta 155,493 10 2,647.06 41,15,99,301 Cash 0.16 0.14
2017 Emerging Technologies
Asia Master Private
Fund Limited
July 10, DE Shaw Pedanta 551,923 10 3,022.88 166,83,96,998.24 Cash 0.55 0.48
2017 Composite Technologies
Investments Private
(Mauritius) Limited
Ltd
February Late Prof. Dhananjaya 128,747 10 - - Transmission 0.13 0.11
01, 2024 Manchukon Sudhanva
danahalli
Hiriyanna
Dhananjaya
March 27, Dhananjaya Shruthi 7,500 10 - - Transfer by 0.01 0.01
2024 Sudhanva Dhananjaya way of Gift
Deed
March 27, Dhananjaya Adarsh M S 7,500 10 - - Transfer by 0.01 0.01
2024 Sudhanva way of Gift
Deed
^ Subject to finalisation of Basis of Allotment
3. Issue of Equity Shares at a price lower than the Offer Price in the last one year
Our Company has not issued any Equity Shares at a price that may be lower than the Offer Price during the last one year.
4. Issue of shares for consideration other than cash or by way of bonus issue or out of its revaluation reserves
As on the date of this Prospectus, our Company has not issued any Equity Shares out of revaluation reserves since its
incorporation.
Except as disclosed below, our Company has not issued any Equity Shares for consideration other than cash or by way
of bonus issue as on the date of this Prospectus, since incorporation:
Date of allotment Number of Face value Offer Form of Reasons for Benefits Accrued
Equity Shares per Equity price per Consideration Allotment to our Company,
allotted Share (₹) Equity if any
Share (₹)
December 18, 2000 899,289 10 -- Other than Further Issue Acquisition of
Cash all assets,
liabilities,
goodwill and
intellectual
property rights
of the M/s
Sudhanva
Enterprises
December 02, 2024 98,443,440 10 -- Bonus Issue Bonus issue in Nil
the ratio of
60:1 Equity
Shares for
every one
Equity Share
held
5. Issue of Equity Shares pursuant to schemes of arrangement
Our Company has not allotted any Equity Shares in terms of any scheme of arrangement approved under Sections 391-
394 of the Companies Act, 1956 or Sections 230-234 of the Companies Act, 2013, as applicable.
1136. Issue of Equity Shares under employee stock option schemes
As on date of this Prospectus, our Company does not have any subsisting employee stock option schemes.
7. Details of Shareholding of our Directors, Key Managerial Personnel and Senior Management in our
Company
Except as stated below, none of the Directors, Key Managerial Personnel and Senior Management holds shares in our
Company:
Name of Shareholder Category Pre-Offer
No. of Equity Shares % of Equity
of ₹ 10/- each Share capital
Dhananjaya Sudhanva Director 38,843,702 38.81
Lajwanti Sudhanva 11,756,225 11.75
Shruthi Sudhanva 457,500 0.46
Ajay Ramesh Kulkarni Key Managerial Personnel/ 457,500 0.46
Jambardi Ramanna Maheshkumar Senior Management 610,000 0.61
Prashanth H M 457,500 0.46
Shivakumar Srikantaiah 366,000 0.37
Subramaniam Ravi 244,000 0.24
Venkatesh Dayananda 183,000 0.18
Adarsh M S 457,500 0.46
8. History of build-up, Promoters’ contribution and lock-in of Promoters’ shareholding
a. Build-up of the shareholding of our Promoters in our Company
As on the date of this Prospectus, our Promoters, along with our Promoter Group hold 94,667,303 Equity Shares,
equivalent to 94.60% of the issued, subscribed and paid-up Equity Share capital of our Company. The details regarding
the shareholding of our Promoters since incorporation of our Company is set forth in the table below:
Date of Reason/ Nature of Number of Nature of Face Issue % of pre- % of
allotment/ transaction^ Equity considerati value price/ Offer post-
transfer Shares on (₹) Transfer capital* Offer
price capital^
per
Equity
Share
(₹)
Pedanta Technologies Private Limited
July 10, 2017 Share Transfer from 155,493 Cash 10 2,647.06 0.16 0.14
Arohi Emerging Asia
Master Fund
July 10, 2017 551,923 Cash 10 3,022.88 0.55 0.48
Share Transfer from
DE Shaw Composite
Investments
(Mauritius) Ltd
December 02, 2024 Bonus Issue 42,444,960 Other than 10 NA 42.41 36.88
Cash
Total 43,152,376 43.12 37.50
Dhananjaya Sudhanva
On Incorporation Initial Subscription to 100 Cash 10 10 Negligible Negligible
MOA
December 18, 2000 Further Issue 10,000 Cash 10 10 0.01 0.01
December 18, 2000 Allotted being one of 464,835 Other than 10 NA 0.46 0.40
the partners pursuant to Cash
acquisition of the
partnership firm M/s.
Sudhanva Enterprises.
114November 20, 2008 Share Transfer to Arohi (100) Cash 10 11,377.8 Negligible Negligible
Emerging Asia Master 3
Fund
May 16, 2011 Share Transmission 48,200 Other than 10 NA 0.05 0.04
from Sukhanya Cash
Dhananjaya
February 01,2024 Share Transmission 128,747 Other than 10 NA 0.13 0.11
from Late Prof. Cash
Manchukondanahalli
Hiriyanna Dhananjaya
March 27, 2024 Share Transfer to (7,500) Other than 10 NA (0.01) (0.01)
Shruthi Sudhanva vide Cash
Gift Deed
March 27, 2024 Share Transfer to (7,500) Other than 10 NA (0.01) (0.01)
Adarsh M S vide Gift Cash
Deed
December 02, 2024 Bonus Issue 38,206,920 Other than 10 NA 38.17 33.20
Cash
Total 38,843,702 38.81 33.75
Lajwanti Sudhanva
On Incorporation Initial Subscription to 100 Cash 10 10 Negligible Negligible
MOA
December 18, 2000 Further Issue 75,000 Cash 10 10 0.07 0.07
December 18, 2000 Allotted pursuant to 195,271 Other than 10 NA 0.20 0.17
acquisition of the Cash
partnership firm M/s.
Sudhanva Enterprises
as a going concern.
August 26, 2008 Share Transfer to (77,646) Cash 10 2,411.68 (0.08) (0.07)
Arohi Emerging Asia
Master Fund
December 02, 2024 Bonus Issue 11,563,500 Other than 10 NA 11.55 10.05
Cash
Total 11,756,225 11.75 10.22
Shruthi Sudhanva
March 27, 2024 Share Transfer from 7,500 Other than 10 NA 0.01 0.01
Dhananjaya Sudhanva Cash
vide Gift Deed
December 02, 2024 Bonus Issue 450,000 Other than 10 NA 0.45 0.39
Cash
Total 457,500 0.46 0.40
Adarsh M S
March 27, 2024 Share Transfer from 7,500 Other than 10 NA 0.01 0.01
Dhananjaya Sudhanva Cash
vide Gift Deed
December 02, 2024 Bonus Issue 450,000 Other than 10 NA 0.45 0.39
Cash
Total 457,500 0.46 0.40
^ Subject to finalisation of Basis of Allotment
All the Equity Shares held by our Promoters were fully paid-up on the respective dates of acquisition of such Equity
Shares. Further, none of the Equity Shares held by our Promoters are pledged. The entire shareholding of our Promoters
and members of Promoter Group is in de-materialization form as of the date of this Prospectus.
None of the Promoters, members of the Promoter Group or the Directors and their relatives have purchased or sold any
securities of our Company during the period of six months immediately preceding the date of this Prospectus:
There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our Directors and
their relatives have financed the purchase by any other person of securities of our Company during a period of six months
immediately preceding the date of this Prospectus.
115b. Shareholding of our Promoters and Promoter Group
Set forth below is the shareholding of our Promoters and members of the Promoter Group as on the date of this Prospectus:
S Name of shareholder Pre-Offer Equity Share capital Post-Offer Equity Share capital
No. Number of Percentage of Number of Percentage of
Equity Shares total pre-Offer Equity Shares total post-Offer
paid up Equity paid up Equity
Share capital Share capital
(%) (%)^
A. Promoters
1. Pedanta Technologies Private Limited 43,152,376 43.12 1,64,85,710 14.32
2. Dhananjaya Sudhanva 38,843,702 38.81 38,843,702 33.75
3. Lajwanti Sudhanva 11,756,225 11.75 11,756,225 10.22
4. Shruthi Sudhanva 457,500 0.46 457,500 0.40
Total (A) 94,209,803 94.14 67,543,137 58.69
B. Promoter Group
1. Adarsh M S 457,500 0.46 457,500 0.40
Total (B) 457,500 0.46 457,500 0.40
Grand Total (A+B) 94,667,303 94.60 68,000,637 59.09
^ Subject to finalisation of Basis of Allotment
For details in relation to shareholding of directors in our Company, see “Our Management” on page 242.
c. Details of Promoter’s contribution and lock-in for 3 years
(i) Pursuant to Regulations 14 and 16(1) of the SEBI ICDR Regulations, an aggregate of 20% of the post-Offer Equity
Share capital of our Company held by our Promoters is being locked in for a period of 3 years as minimum
promoter’s contribution from the date of Allotment in the Offer (“Minimum Promoter’s Contribution”) and the
shareholding of the Promoters in excess of 20% of the fully diluted post-Offer Equity Share capital is being locked
in for a period of one year from the date of Allotment, as a majority of the Net Proceeds are proposed to be utilized
for capital expenditure. For details of objects of the Offer, see “Objects of the Offer” beginning on page 123.
(ii) Details of the Equity Shares being locked-in for 3 years from the date of Allotment in the Offer as Minimum
Promoter’s Contribution are set forth in the table below*:
Name of the Number of Date of Nature of Face Value Issue/ Percentage Percentage Date up to
Promoter Equity allotment/ transaction per Equity Acquisition of the pre- of the post- which
Shares transfer of Share (₹) price per Offer paid-Offer paid-Equity
locked-in* Equity Equity up capital up capital Shares are
Shares* Share (₹) (%) (%)* subject to
lock-in
Pedanta 11,508,417 December Bonus 10 Nil 11.50 10.00 November
Technologies 02, 2024 25, 2028
Private
Limited
Dhananjaya 11,508,416 December Bonus 10 Nil 11.50 10.00 November
Sudhanva 02, 2024 25, 2028
Total 23,016,833 23.00 20.00
*Subject to finalisation of Basis of Allotment
Our Promoters have given consent to include such number of Equity Shares held by them as may, constitute 20% of the
post-Offer Equity Share capital of our Company as Minimum Promoter’s Contribution and has agreed not to sell, transfer,
charge, pledge or otherwise encumber in any manner the Minimum Promoter’s Contribution from the date of filing this
Prospectus, until the expiry of the lock-in period specified above, or for such other time as required under SEBI ICDR
Regulations, except as may be permitted, in accordance with the SEBI ICDR Regulations.
116d. Our Company undertakes that the Equity Shares that are being locked-in are not and will not be, ineligible for
computation of Promoter’s Contribution in terms of Regulation 15 of the SEBI ICDR Regulations. For details of
build-up of Equity Share capital held by our promoter see “Build-up of the shareholding of our Promoters in our
Company” on page 114. In this connection, our Company confirms the following:
i. The Equity Shares offered for Promoter’s Contribution do not include Equity Shares acquired during the three
immediately preceding years (i) for consideration other than cash, and revaluation of assets or capitalisation of
intangible assets, (ii) pursuant to a bonus issue out of revaluation reserves or unrealised profits of our Company
or from a bonus issue against Equity Shares, which are otherwise ineligible for computation of Promoter’s
Contribution;
ii. The Promoter’s Contribution does not include any Equity Shares acquired during the immediately preceding one
year at a price lower than the price at which the Equity Shares are being offered to the public in the Offer;
iii. Our Company has not been formed by the conversion of one or more partnership firms or a limited liability
partnership firm into a company in the preceding one year and hence, no Equity Shares have been issued in the
one year immediately preceding the date of this Prospectus pursuant to conversion from a partnership firm or a
limited liability partnership firm;
iv. The Equity Shares forming part of the Promoter’s Contribution are not subject to any pledge or any other
encumbrance; and
v. All the Equity Shares held by our Promoters and members of Promoter Group are in dematerialised form.
e. Details of Equity Shares locked-in for one year
In addition to 20% of the fully diluted post-Offer shareholding of our Company held by our Promoters and locked-in for
3 years as prescribed under the SEBI ICDR Regulations as specified above, in terms of Regulation 16(b) and Regulation
17 of the SEBI ICDR Regulations, the entire pre-Offer Equity Share capital of our Company is being locked-in for a
period of one year from the date of Allotment as prescribed under the SEBI ICDR Regulations, except for the Equity
Shares transferred pursuant to the Offer for Sale and Equity Shares allotted to eligible employees under any employee
stock option scheme. Further, any unsold portion of the Equity Shares offered pursuant to the Offer for Sale will be
locked-in as required under the SEBI ICDR Regulations.
In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by the Promoters, which are locked-in
may be transferred to and amongst the members of the Promoter Group or to any new promoter or persons in control of
our Company, subject to continuation of the lock-in in the hands of the transferees for the remaining period and
compliance with the Takeover Regulations, as applicable.
The Equity Shares held by the Promoters which are locked-in for a period of one year from the date of Allotment as
prescribed under the SEBI ICDR Regulations may be pledged only with scheduled commercial banks or public financial
institutions or Systemically Important NBFCs or housing finance companies, as collateral security for loans granted by
such banks or public financial institutions or Systemically Important NBFCs or housing finance companies in terms of
Regulation 21 of the SEBI ICDR Regulations.
However, the relevant lock in period shall continue post the invocation of the pledge referenced above, and the relevant
transferee shall not be eligible to transfer the Equity Shares till the relevant lock in period has expired in terms of the
SEBI ICDR Regulations.
In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by persons other than the Promoters
and the Equity Shares transferred pursuant to the Offer for Sale and Equity Shares allotted to eligible employees under
any employee stock option scheme is being locked-in for a period of one year from the date of Allotment as prescribed
under the SEBI ICDR Regulations in the Offer and may be transferred to any other person holding the Equity Shares
which are locked-in, subject to continuation of the lock-in in the hands of transferees for the remaining period and
compliance with the Takeover Regulations.
Any unsubscribed portion of the Offered Shares would also be locked-in as required under the SEBI ICDR Regulations.
f. Lock-in of Equity Shares Allotted to Anchor Investors
50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion is being locked in for a period of
90 days from the date of Allotment, while the remaining 50% of the Equity Shares Allotted to Anchor Investors in the
117Anchor Investor Portion is being locked in for a period of 30 days from the date of Allotment.
Other requirements in respect of lock-in
(i) As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of the
Equity Shares locked-in are recorded by the relevant Depository.
(ii) Pursuant to Regulation 21 of the SEBI ICDR Regulations, Equity Shares held by our Promoters and locked-in, as
mentioned above, may be pledged as collateral security for a loan with a scheduled commercial bank, a public
financial institution, Systemically Important Non-Banking Financial Company or a deposit accepting housing
finance company, subject to the following:
a. With respect to the Equity Shares locked-in for one year from the date of Allotment, such pledge of the Equity
Shares must be one of the terms of the sanction of the loan.
b. With respect to the Equity Shares locked-in as Promoter’s Contribution for 3 years from the date of Allotment,
the loan must have been granted to our Company for the purpose of financing one or more of the objects of the
Offer and pledge of the Equity Shares is a term of sanction of such loans, which is not applicable in the context
of this Offer.
However, the relevant lock-in period shall continue post the invocation of the pledge referenced above, and the relevant
transferee shall not be eligible to transfer to the Equity Shares till the relevant lock-in period has expired in terms of the
SEBI ICDR Regulations.
1189. Shareholding Pattern of our Company:
The table below represents the shareholding pattern of our Company as on the date of this Prospectus:
Category Category Number Number of Number of Number of Total number of Shareholdi Number of Voting Rights held in each class of Number Sharehol Number of Number of Number of
(I) of of fully paid up Partly shares shares held (VII) ng as a % securities (IX) of shares ding, as a Locked in Shares pledged equity shares
shareholde sharehol equity shares paid-up underlying =(IV)+(V)+ (VI) of total Underlyi % shares or otherwise held in
r (II) ders (III) held (IV) equity Depository number of ng assuming (XII) encumbered dematerialized
shares held Receipts shares Outstan full (XIII) form (XIV)
(V) (VI) (calculated ding conversio
as per Number of Voting Rights Total as a % converti n of Nu As a Numb As a %
SCRR, Class e.g.: Class Total of (A+B+ C) ble convertibl mbe % of er (a) of total
1957) Equity e.g.: securitie e r (a) total Shares
(VIII) As a Shares Others s securities Shar held
% of (includin ( as a es (b)
(A+B+C2) g percentag held
Warrant e of (b)
s) (X) diluted
share
capital)
(XI)=
(VII)+(X)
As a % of
(A+B+C2
)
(A) Promoter 5 94,667,303 0 0 94,667,303 94.60 94,667,303 0 94,667,303 94.60 0 94.60 0 0 0 94,667,303
and
Promoter
Group
(B) Public 52 5,416,861 0 0 5,416,861 5.40 5,416,861 0 5,416,861 5.40 0 5.40 0 0 0 5,415,600*
(C) Non 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Promoter
- Non
Public
(C1) Shares 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
underlyin
g
depositor
y receipts
(C2) Shares 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
held by
employee
trusts
Total 57 100,084,164 - - 100,084,164 100.00 100,084,164 - 100,084,164 100.00 - 100.00 - - - 100,082,903*
*The entire shareholding of our Promoters and Promoter Group are in dematerialised form as on the date of this Prospectus. Further, from amongst the public shareholders, the Company has 2(two) public
shareholders whose 1,261 Equity Shares are held in physical form which are such Equity Shares allotted to them pursuant to the employee stock option schemes of the Company and hence are exempted from the
provisions of lock-in under Regulation 17 of SEBI ICDR Regulations. The Company has made several requests to the concerned shareholders to convert their Equity Shares from physical to demat. However,
presently two public shareholders are in process of opening their respective demat and trading accounts. On December 02, 2024, the Company allotted bonus shares to the physical shareholders and subsequently
filed the demat corporate action form with the depositories. In order to comply with the provisions of the Companies Act, 2013 and SEBI ICDR, the Company opened a demat suspense account under the name
‘Excelsoft Technologies Limited’-Unclaimed Securities-Suspense Escrow Account’ wherein the allotment made pursuant to the bonus to the physical shareholders have been credited Equity Shares aggregating
to a total of 122,340 Equity Shares face value of ₹ 10/- each and held until such time the concerned public shareholders open their demat accounts and their Equity Shares can be transferred to their respective
demat accounts.
11910. Details of equity shareholding of the major Shareholders of our Company
a. As on the date of this Prospectus, our Company has 57 (fifty-seven) equity shareholders.
b. Set forth below are details of shareholders holding 1% or more of the pre-Offer paid-up Equity Share capital of our
Company as on the date of filing of this Prospectus:
Name of Shareholder Pre-Offer
No. of Equity Shares of face value % of Equity Share capital
₹ 10/- each
Pedanta Technologies Private Limited 43,152,376 43.12
Dhananjaya Sudhanva 38,843,702 38.81
Lajwanti Sudhanva 11,756,225 11.75
c. Set forth below are details of shareholders holding 1% or more of the paid-up equity share capital of our Company
and the number of shares held by them ten (10) days prior to the date of filing of this Prospectus
Name of Shareholder Pre-Offer
No. of Equity Shares of face value % of Equity Share capital
₹ 10/- each
Pedanta Technologies Private Limited 43,152,376 43.12
Dhananjaya Sudhanva 38,843,702 38.81
Lajwanti Sudhanva 11,756,225 11.75
d. Set forth below are details of shareholders holding 1% or more of the paid-up equity share capital of our Company
and the number of shares held by them one (01) year prior to filing of this Prospectus:
Name of Shareholder Pre-Offer
No. of Equity Shares of face value % of Equity Share capital
₹ 10/- each
Pedanta Technologies Private Limited 707,416 43.12
Dhananjaya Sudhanva 636,782 38.81
Lajwanti Sudhanva 192,725 11.75
e. Set forth below are details of shareholders holding 1% or more of the paid-up equity share capital of our Company
and the number of shares held by them two (02) years prior to filing of this Prospectus:
Name of Shareholder Pre-Offer
No. of Equity Shares of face value % of Equity Share capital
₹ 10/- each
Pedanta Technologies Private Limited 707,416 44.39
Dhananjaya Sudhanva 523,035 32.82
Lajwanti Sudhanva 192,725 12.09
Late Prof. Manchukondanahalli 128,747 8.08
Hiriyanna Dhananjaya
f. None of the shareholders of our Company holding 1% or more of the paid-up capital of the Company as on the date
of the filing of this Prospectus are entitled to any Equity Shares upon exercise of warrant, option or right to convert
a debenture, loan or other instrument.
g. Our Company has not made any initial public issue of its Equity Shares or any convertible securities during the
preceding 02 (two) years from the date of this Prospectus.
11. Recording of non-transferability of Equity Shares that are locked-in
As required under Regulation 16(a) of the SEBI ICDR Regulations, our Company shall ensure that the details of the
Equity Shares that are locked-in are recorded by the relevant depository.
120Subject to the provisions of Securities and Exchange Board of India (Substantial Acquisition of shares and Takeovers)
Regulations, 2011, the specified securities held by the promoters and locked-in as per regulation 16 may be transferred to
another promoter or any person of the promoter group or a new promoter or a person in control of the issuer and the
specified securities held by persons other than the promoters and Equity Shares transferred pursuant to the Offer for Sale
and locked-in as per regulation 16 may be transferred to any other person (including promoter or promoter group) holding
the specified securities which are locked-in along with the securities proposed to be transferred. Provided that the lock-in
on such specified securities shall continue for the remaining period with the transferee and such transferee shall not be
eligible to transfer them till the lock-in period stipulated in these regulations has expired.
12. There are no financing arrangements whereby the, the Directors of our Company, and their relatives have financed
the purchase by any other person of securities of our Company in the six months immediately preceding the date of
filing this Prospectus.
13. As on date of this Prospectus, the total number of Shareholders of our Company is 57 (fifty-seven).
14. All preferential allotments, bonus issues and qualified institutional placements of Equity Shares by our Company in
the ten years preceding the date of this Prospectus have been compliant with the relevant provisions of the SEBI
ICDR Regulations and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 as applicable.
15. There are no outstanding convertible securities or any other instrument which would entitle any person any option
to receive Equity Shares, as on the date of this Prospectus.
16. Pre-IPO Placement
Our Company is not undertaking any Pre-IPO placement.
17. None of the BRLM or their associates, as defined in the SEBI Merchant Bankers Regulations, hold any Equity
Shares in our Company as on the date of this Prospectus. The Book Running Lead Manager and their affiliates may
engage in the transactions with and perform services for our Company in the ordinary course of business or may in
the future engage in commercial banking and investment banking transactions with our Company for which they
may in the future receive customary compensation.
18. During the calendar years 2022 and 2023, no options were granted nor were any equity shares issued under ESOS
2008, while in calendar year 2024, 5,820 equity shares were issued under ESOS 2008. Under ESOS 2023, 41,262
options were granted in calendar year 2023, and 41,262 equity shares were issued pursuant to their exercise in
calendar year 2024. In total, 47,082 options were granted and 47,082 equity shares were issued. As on date of this
Prospectus, there are no outstanding stock options under ESOS 2008 or ESOS 2023.
19. Any oversubscription to the extent of 1% of the Net Offer size can be retained for the purposes of rounding off to
the nearest multiple of minimum allotment lot while finalizing the Basis of Allotment.
20. Except for the Allotment of Equity Shares pursuant to the Fresh Offer, there will be no further issue of specified
securities 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 filing of this Prospectus with SEBI until the Equity Shares have been listed
on the Stock Exchanges or all application monies have been refunded, as the case may be.
21. Except for the Allotment of Equity Shares pursuant to the Fresh Offer, our Company presently does not intend or
propose and is not under negotiations or considerations to alter its capital structure for a period of six months from
the Bid/Offer Opening Date, 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 on a preferential basis or by way of issue of bonus shares or on a rights basis or by way of further
public issue of Equity Shares or qualified institutions placements or otherwise. Except for the Offer for Sale by the
Selling Shareholder, the members of the Promoter Group shall not participate in the Offer nor receive nor received
any proceeds from the Offer.
12122. There will not be any further issue of Equity Shares, whether by way of issue of bonus shares, preferential allotment,
rights issue or in any other manner, except as stated in this Prospectus during the period commencing from filing of
this Prospectus until the Equity Shares issued pursuant to the Offer have been listed on the Stock Exchange or all
application monies have been refunded, as the case may be, other than in connection with the Offer. All Equity
Shares issued and transferred are fully paid-up and there are no partly paid-up Equity Shares as on the date of this
Prospectus. Further, the Equity Shares and allotted pursuant to the Offer, shall be fully paid up.
23. No person connected with the Offer was to offer or make payment of any incentive, whether direct or indirect, in
any manner, whether in cash or kind or otherwise, to any Bidder for making a Bid, except for fees or commission
for services rendered in relation to the Offer.
24. Our Company shall ensure that there shall be only one denomination of the Equity Shares, unless otherwise permitted
by law.
25. Our Company has ensured that transactions in the Equity Shares by our Promoters between the date of filing of the
Red Herring Prospectus and the date of closure of the Offer is reported to the Stock Exchanges within 24 hours of
such transaction.
26. Neither our Company, nor any of our Directors, have entered into any buy-back arrangements for purchase of Equity
Shares. Further, the BRLM has not made any buy-back arrangements for purchase of Equity Shares.
27. Our Company will comply with such disclosure and accounting norms as may be specified by SEBI from time to
time. The issuance of equity shares by our Company, since incorporation of our Company until the date of this
Prospectus, had been undertaken in accordance with the provisions of the Companies Act,1956, and the Companies
Act, 2013, to the extent applicable.
122OBJECTS OF THE OFFER
The Selling Shareholder will be entitled to receive the proceeds from the Offer for Sale after deducting its proportion of
Offer related expenses and the relevant taxes thereon. Our Company will not receive any proceeds from the Offer for
Sale. The proceeds of the Offer for Sale will only be received by the Selling Shareholder and the same will not form part
of the Net Proceeds. For further details of the Offer for Sale, please refer to the section titled “The Offer” beginning on
page 88.
Offer for Sale
The object of the Offer for Sale is to allow the Selling Shareholder to sell an aggregate of 26,666,666 Equity Shares held
by them aggregating to ₹ 3,200.00 million. The Selling Shareholder will be entitled to the proceeds from the Offer for
Sale after deducting its proportion of Offer related expenses and the relevant taxes thereon. Our Company will not receive
any proceeds from the Offer for Sale and the proceeds received from the Offer for Sale will not form part of the Net
Proceeds.
Set forth hereunder are the details of the number of Equity Shares of face value ₹10 each offered by the Selling
Shareholder in the Offer:
Promoter Selling Aggregate number Aggregate Value Date of corporate Date of consent
Shareholder of Equity Shares of of Offer for Sale (₹ approval letter
face value ₹10 each in million)
being offered in the
Offer for Sale
• Pedanta Technologies 26,666,666* ₹ 3,200.00 million February 05, 2025 -
Private Limited
* Subject to finalisation of Basis of Allotment
Except for (i) listing fees and stamp duty payable on issue of Equity Shares pursuant to Fresh Offer which shall be borne
solely by the Company, (ii) the stamp duty payable on transfer of Offered Shares which shall be borne solely by the
Selling Shareholder, our Company and the Selling Shareholder shall share the costs and expenses (including all applicable
taxes in relation to such costs and expenses) directly attributable to the Offer (including fees and expenses of the BRLM,
Legal Counsel to the Offer and the BRLM and other intermediaries, advertising and marketing expenses (other than
corporate advertisements expenses undertaken in the ordinary course of business by our Company), printing, underwriting
commission, procurement commission (if any), brokerage and selling commission and payment of fees and charges to
various regulators in relation to the Offer in proportion to the number of Equity Shares issued and allotted by the Company
through the Fresh Offer and sold by the Selling Shareholder through the Offer for Sale.
Fresh Offer
The net proceeds of the Fresh Offer, i.e. gross proceeds of the Fresh Offer less the issue expenses apportioned to our
Company (“Net Proceeds”) are proposed to be utilized in the following manner:
1. Funding of capital expenditure for purchase of land and construction of a new building located at Plot No. 1-C-Part
of Hootagalli Industrial Area, Situated in Survey No. 83 of Hootagalli Village, Kasaba Hobli, Mysore Taluk, Mysore
District (“Mysore Property”)
2. Funding of capital expenditure for upgradation and external electrical systems of our existing facility at Plot No. 1-
B and Plot No. 1-C, Part II and III Hootagalli Industrial Area situated in Survey no. 85 of Hootagalli Village, Kasaba
Hobli, Mysore Taluk, Mysore District – 570018, Karnataka, India (“Existing Facility”);
3. Funding upgradation of our Company’s IT Infrastructure (Software, hardware and Communications & Network
Services). and;
4. General Corporate purposes.
(collectively referred as the “Objects”)
123The main objects clause of our Memorandum enables our Company to undertake the activities for which funds are being
raised in the Offer. The existing activities of our Company are within the objects clause of our Memorandum. The fund
requirement and deployment are based on internal management estimates and has not been appraised by any bank or financial
institution. Our Company believes that listing will enhance our Company’s corporate image, brand name and create a public
market for its Equity Shares in India. It will also make future financing easier and affordable in case of expansion or
diversification of the business.
Net Proceeds
The details of the Net Proceeds of The Offer are set forth below:
Particulars Estimated Amount
(₹ in million)
Gross proceeds of the Fresh Offer ₹ 1,800.00*
(Less) Estimated Offer related expenses in relation to the Fresh Offer 151.08(1)
Net Proceeds from the Fresh Offer after deducting the Offer related expenses to 1648.92 *
be borne by our Company
* Subject to finalisation of Basis of Allotment
(1) For details, see “–Offer related expenses” on page 136.
Requirement of funds and utilisation of Net Proceeds
The net proceeds of the Fresh Offer, i.e., gross proceeds of the Fresh Offer less the Offer expenses apportioned to our
Company (“Net Proceeds”) are proposed to be utilized in the following manner:
Particulars (Amount in ₹ million)
(A) Funding of capital expenditure for purchase of land and construction of new 617.66
building at the Mysore Property;
(B) Funding expenditure for upgradation including external electrical systems of our 395.11
Existing Facility at Mysore, India;
(C) Funding upgradation of our Company’s IT Infrastructure (Software, Hardware 546.35
and Communications & Network Services).
Sub-Total (A+B+C) 1,559.12
General Corporate Purposes(1)* 89.80
Total(1) 1,648.92
The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.
(1)
* Subject to finalisation of Basis of Allotment
Schedule of Implementation and Deployment
The Net Proceeds are proposed to be utilised in accordance with schedule set forth below: -
(Amount In ₹ million)
Particulars Total Amount to be Estimated deployment of
estimated cost funded from Net Proceeds
Net Proceeds
Fiscal 2026 Fiscal 2027
(A) Funding of capital expenditure for purchase of 719.66# 617.66 303.13 314.53
land and construction of new building at the Mysore
Property
(B) Funding of capital expenditure for upgradation 395.11 395.11 227.45 167.66
and external electrical systems of our Existing
Facility at Mysore, India;
(C) Funding Upgradation of our Company’s IT 546.35 546.35 355.74 190.61
Infrastructure (Software, Hardware and
Communications & Network Services)
Sub-total (A+B+C) 1,661.12 1,559.12 886.32 672.80
General Corporate Purposes* 89.80 89.80 89.80 -
124Total 1,750.92 1,648.92 976.12 672.80
* In compliance with Regulation 7(2) of the SEBI ICDR Regulations, the amount utilised for general corporate purposes
shall not exceed 25% of the Gross Proceeds.
# As on date of this Prospectus, our Company has incurred an expenditure of ₹ 102.00 million towards Objects of the
Offer, certificate from our Statutory Auditor vide his certificate dated November 22, 2025
Means of Finance
The fund requirements, the deployment of funds and the intended use of the Net Proceeds as indicated above is based on
internal management estimates, prevailing circumstances of our business, prevailing market conditions and other
commercial factors, which are subject to change. The deployment of funds described herein has not been appraised by
any bank or financial institution or any other independent agency. Our Company proposes to deploy the Net Proceeds
towards the objects during Fiscal 2026 and Fiscal 2027 in the manner set out hereinabove. We may have to revise our
funding requirements and deployment from time to time on account of various factors, such as financial and market
conditions, competition, business and strategy, interest/ exchange rate fluctuations, fluctuations in the price of raw
materials, and other external factors, which may not be within the control of our management. This may entail
rescheduling the proposed utilisation of the Net Proceeds and changing the deployment of funds from its planned
deployment at the discretion of our management, subject to compliance with applicable law. For details see, “Risk
Factors – The Objects of the Offer have not been appraised by any bank or financial institution. Our funding requirements
and proposed deployment of the Net Proceeds are based on management estimates and may be subject to change based
on various factors, some of which may be beyond our control. Any variation in the utilization of the Net Proceeds or in
the terms of the conditions as disclosed in this Prospectus would be subject to compliance requirements, including prior
shareholders’ approval.” on page 78. Our funding requirements and proposed deployment of the Net Proceeds are based
on management estimates and may be subject to change based on various factors, some of which are beyond our control.
Any variation in the utilization of the Net Proceeds or in the terms of the conditions as disclosed in this Prospectus
would be subject to compliance requirements, including prior shareholders’ approval. For details see “Risk
Factors – Our Management will have broad discretion over the use of the Net Proceeds” on page 80.
The fund requirements for all objects are proposed to be entirely funded from the Net Proceeds and internal accruals.
Accordingly, we confirm that there is no requirement for us to make firm arrangements of finance through verifiable
means towards 75% of the stated means of finance.
In the event of the estimated utilisation of the Net Proceeds in a scheduled Fiscal being not undertaken in its entirety, the
remaining Net Proceeds shall be utilised in subsequent Fiscals, as may be decided by our Company, in accordance with
applicable laws. Further, if the Net Proceeds are not completely utilised for the objects during the respective periods stated
above due to factors such as economic and business conditions, timely completion of the Offer, market conditions outside
the control of our Company, and any other commercial considerations, the remaining Net Proceeds shall be utilised (in
part or full) in subsequent periods as may be determined by us, in accordance with applicable laws. In case of any surplus
after utilisation of the Net Proceeds towards the aforementioned objects, we may use such surplus towards general
corporate purposes, provided that the total amount to be utilised towards general corporate purposes does not exceed 25%
of the gross proceeds of the Offer, in accordance with applicable law. Subject to applicable laws, in the event of any
variations in the actual utilisation of funds earmarked towards the objects set forth above, any increased fund requirements
for a particular object may be financed by surplus funds, if any, available in respect of the other objects for which funds
are being raised pursuant to The Offer. In case of a shortfall in the Net Proceeds or any increase in the actual utilisation
of funds earmarked for the Objects, our Company may explore a range of options including utilizing our internal accruals
and/or seeking additional debt from existing and/or other lenders, subject to compliance with applicable law. Such
alternate arrangements would be available to fund any such shortfalls. In the event that the Offer withdrawn or not
completed for any reason whatsoever, all Offer related expenses will be shared proportionately between our Company
and the Selling Shareholder. Our Statutory Auditor has provided no assurance or services related to any prospective
financial information.
Details of the Objects of The Offer
The details in relation to Objects of The Offer are set forth herein below:
A. Funding of capital expenditure for purchase of land and construction of new building at the Mysore Property.
Currently, our Company is operating from our Existing Facility. As a part of the Company’s growth strategy and
expansion plan and to meet the growing demand of clients, our Company proposes to invest an amount of ₹ 617.66 million
out of the Net Proceeds for the purchase of land and construction of new building at the Mysore Property. This will enable
125us to develop modern and frontier technology for quality products, venture into the AI spectrum and develop AI based
products and innovate and improve the portfolio of our existing products as a part of our strategies. Our Board vide its
resolution dated February 12, 2025, has approved the proposal to purchase of land and construction of new building at
the Mysore Property, which will cater to the growth prospects and delivery of enhanced services to our clients.
Estimated Costs
A brief description of the estimated cost for the purchase of the Mysore Property and the construction of a new building
is as provided below:
Particulars Estimated Amount Expenditure Incurred Funding from IPO
(Amount In ₹ Million) till the date of this (Amount In ₹ Million)
Prospectus (Amount In
₹ Million)
(i) Purchase of Land at Plot No. 1-C-Part 405.13 102.00 303.13
of Hootgalli Industrial Area, Situated in
Sy No. 83 of Hootgalli Village, Kasaba
Hobli, Mysore Taluk, Mysore District
(“Mysore Property”)
(ii) Building, Civil for the new building 127.06 Nil 127.06
at the Mysore Property
(iii) Interior works for the new building 187.47 Nil 187.47
at the Mysore Property
Total 719.66 102.00 617.66
(i) Purchase of Land at Plot No. 1-C-Part of Hootgalli Industrial Area, Situated in Survey No. 83 of Hootgalli Village,
Kasaba Hobli, Mysore Taluk, Mysore District (“Mysore Property”)
Our Company operates from its Registered Office located at Plot No. 1-B, Hootagali Industrial Area situated in Survey
no. 85 of Hootagalli Village, Kasaba Hobli, Mysore Taluk, Mysore District – 570018, Karnataka, India measuring 43,346
square feet. along with built up area of 14,343 square feet, which is on lease from our Selling Shareholder, Pedanta
Technologies Private Limited vide lease agreement dated December 10, 2024 for period of five years with effect from
September 01, 2024 to August 31, 2029. We propose to acquire the plot bearing No.1- C- Part, measuring an extent of
10,113,00 Square Meters in the Hootagalli Industrial Area, situated in survey no.83 of Hootagalli Village, Kasaba Hobli,
Mysore Taluk, Mysore District (“Mysore Property”) and propose to utilise an amount of ₹ 303.13 million from the Net
Proceeds towards such acquisition of land.
For the purpose of purchasing the Mysore Property for the construction of a new building, we have entered into an
agreement for sale with, M/s Twiga Bricks Industry, a proprietary concern (“Vendor”) dated January 30, 2025 for a total
consideration of ₹ 380.00 million (excluding stamp duty, GST, legal fees etc.,). Our Company has paid advances towards
the total consideration amounting to ₹ 2.00 million on January 31, 2025. The agreement for sale has been registered with
the Sub-Registrar Mysore, North and stamp duty has been paid on the total consideration of ₹ 380.00 million.
Subsequently, the parties entered into two supplementary agreements dated May 22, 2025 and September 29, 2025 to the
agreement for sale, vide which an amount of ₹ 100.00 million was paid on May 22, 2025 and the timeline to pay the
balance amount of ₹ 278.00 million (excluding stamp duty, GST, legal fees etc.,) was extended to November 30, 2025
vide the supplementary agreement dated September 29, 2025. The said land proposed to be acquired is free from all
encumbrances and has a clear title and will be registered in the name of the Company. We have not entered into any
definitive agreements, such as a sale deed basis which the Mysore Property will be registered in the name of our Company
and there can be no assurance that our Company will able to conclude such agreement within the given timeline, upon
failure of which our Company shall identify suitable property in the city of Mysore for the construction of a new building
in the proximity of the current property for the construction of the new building. The Vendor is a third party and the
Company and its Promoters, directors and subsidiaries have no relationship with them directly or indirectly. For more
details, please refer to the section “Risk Factors - A portion of the Net Proceeds may be utilised for purchasing land as a part
of the Objects of the Offer for which we have not entered into definitive agreements” on page 41.
(ii) Building and Civil Works for the new building at the Mysore Property
Building and civil works for the new building at the Mysore Property mainly includes all civil construction work
aggregating to ₹ 127.06 million as detailed herein below:
126Total Name of the Date of Quotation
Sr. Cost Vendor the validity
Particulars
No (in ₹ quotation
million)
1. Civil works 65.66
Plumbing works (including complete set 9.50
2.
of concealed materials and labour charges)
3. Windows Works 8.00
Smoke detector, Fire Alarm & Sprinkler 5.63
4.
works
Angel
5. Lift Works 5.00 Constructions August 04, May 07,
6. Sump Tank and Overhead Tank Works 2.54 Civil 2025 2026
Engineers &
7. Sewage Treatment Plant works 2.07
Constructions
8. Pavers and Curbstone Works 5.03
9. Car Parking Facility 4.25
Total Amount 107.68
GST at 18% 19.38
Grand Total Amount 127.06
(iii) Interior works for the new building at the Mysore Property
The details of the interior works for the new building at the Mysore Property aggregating to ₹ 187.47 million are as below:
Total Cost Name of the Date of the Quotation
Sr. No Particulars (in ₹ Vendor quotation validity
million)
1. False Ceiling Works 9.38
2. Painting Works 3.18
3. Air Conditioning Works 18.00
4. Carpentry Works 55.67
Angel
5. Finishing Materials 20.75
Constructions
6. Loose Furniture 2.50 August 04, May 07,
Civil Engineers
7. Electrical Fittings and Works 23.89 2025 2026
& Constructions
8. Elevation Treatment 7.50
9. Approvals and Fees 18.00
Total Amount 158.87
GST at 18% 28.60
Grand Total Amount 187.47
The total estimated cost towards building and civil works at the Mysore Property has been estimated by our management
and is based on the quotations received from third party suppliers/ contractors and certified by Yogisha Rao DV,
Independent Chartered Engineer (Registration Number: AM083948-8) pursuant to his certificate dated August 18,, 2025
and BK Associates, Architects pursuant to their certificate dated August 18, 2025.
Schedule of Implementation for new building at the Mysore Property
(i) The date wise stage of completion of the building and civil works of the new building at the Mysore Property is
as follows: -
Sr. Estimated cost
Particulars Date of Completion*
No (Rupees in million)
1 Civil works 65.66 January 2027
2 Plumbing works 9.50 November 2026
3 Windows Works 8.00 December 2026
4 Smoke detector, Fire Alarm & Sprinkler works 5.63 January 2027
5 Lift Works 5.00 February 2027
6 Sump Tank and Overhead Tank Works 2.54 December 2026
7 Sewage Treatment Plant works 2.07 March 2027
1278 Pavers and Curbstone Works 5.03 March 2027
9 Car Parking Facility 4.25 March 2027
Total 107.68
GST 19.38
Grand Total 127.06
*Subject to listing date, funding requirements and deployment from time to time on account of various factors
(ii) The date wise stage of completion of the interior works for the new building at the Mysore Property is as follows:
Estimated Cost (in ₹ Date of
Sr. No Particulars
million) Completion*
1. False Ceiling Works 9.38 December 2026
2. Painting Works 3.18 January 2027
3. Air Conditioning Works 18.00 January 2027
4. Carpentry Works 55.67 February 2027
5. Finishing Materials 20.75 February 2027
6. Loose Furniture 2.50 March 2027
7. Electrical Fittings and Works 23.89 February 2027
8. Elevation Treatment 7.50 March 2027
9. Approvals and Fees 18.00 March 2027
Total Amount 158.87
GST at 18% 28.60
Grand Total Amount 187.47
*Subject to listing date, funding requirements and deployment from time to time on account of various factors
Government Approvals
In relation to this proposed Object, our Company is required to obtain specific approvals and/or licenses, which are routine
in nature, from government authorities i.e., Fire & Emergency Services, State Pollution Control Board, inter-alia
registration under the shops and establishments legislation of Mysore and trade licenses from respective municipal
authorities. We will apply for such approvals, as applicable, in the ordinary course and in accordance with applicable laws.
B. Funding of capital expenditure for upgradation and external electrical systems of our Existing Facility at
Mysore, India
Our Company is currently operating from the Existing Facility. In order to support our growth strategy and focus on
additional seating capacity, we intend to renovate our Existing Facility by upgrading our electrical systems as described
below. Our investment in upgradation and external electrical systems of our Existing Facility seeks to strategically
enhance our seating capacity, improve operational efficiency and maintain a competitive edge. Our Board vide its
resolution dated February 12, 2025, has approved the proposal for upgradation and external electrical systems of our
Existing Facility at Mysore, India. Accordingly, we intend to utilize up to ₹ 395.11 million towards upgradation and
external electrical systems of our Existing Facility at Mysore, India.
(i) Capital Expenditure for upgradation of Building 1 to Building 6 of our Existing Facility
The estimated expenditure towards upgradation of our Existing Facility for Building 1 to Building 6 is ₹ 395.11 million,
which we propose to deploy from the Net Proceeds. Set out in the table below is a break-up of the estimated cost:
(Amounts In ₹ million)
Sr. Particulars Estimate Estimate Estimate EstimateEstimateEstimateName of Date of Quotatio
No Total d cost d cost d cost d cost d cost d cost the the n
Amount (Buildin (Building (Building (Buildin (Buildin (Buildin Vendor quotatio validity
g 1) 2) 3) g 4) g 5) g 6) n
1. Civil works 24.59 4.38 1.54 2.83 4.44 8.71 2.69
Plumbing 9.70 0.90 1.20 1.30 0.90 4.00 1.40
2. August May 03,
works
04, 2026
Window 38.44 3.84 3.87 6.57 4.38 17.29 2.49
3. 2025
Repair Works
128Smoke 5.97 1.11 0.53 1.12 0.72 1.54 0.95 Angel
detector, Fire Construc
4. Alarm & tions
Sprinkler Civil
works Enginee
False Ceiling 10.10 1.46 1.10 1.28 1.28 3.38 1.60 rs &
5.
Works Constru
Painting 7.21 1.45 1.06 0.82 0.54 2.44 0.90 ctions
6. Works on
Wall
Air 36.20 3.60 1.80 3.60 3.60 20.00 3.60
7. Conditioning
Works
Carpentry 88.58 8.64 7.70 14.76 9.84 33.11 14.53
8.
Works
Finishing 22.80 4.24 1.96 4.37 2.80 5.79 3.64
9.
Materials
Loose 6.30 1.00 1.50 1.00 1.00 1.00 0.80
10.
Furniture
Electrical 4.84 1.01 0.66 0.62 0.62 1.48 0.45
11.
Fittings
20.89 3.39 2.12 3.08 2.01 6.69 3.60 SHK August May 07,
Electrical
12. Electric 04, 2025 2026
Works
als
Total 275.62 35.02 25.04 41.35 32.13 105.43 36.65
GST at 18% 49.61 6.30 4.51 7.44 5.78 18.98 6.60
Grand Total 325.23 41.32 29.55 48.79 37.91 124.41 43.25
The total estimated cost towards upgradation of the Existing Facility comprising of Building 1 to Building 6 has been
estimated by our management and is based on the quotations received from third party suppliers/ contractors and certified
by Yogisha Rao DV, Independent Chartered Engineer (Registration Number: AM083948-8) pursuant to his certificate
dated August 14, 2025 and BK Associates, Architects pursuant to their certificate dated August 12, 2025.
(ii) Details of external electrical systems for upgradation of Building 1 to Building 6 our Existing Facility:-
Estimated
date of
Sr. Validity of
Particulars Estimated completion of Name of Date of
No quotation
cost electrical vendor quotation
systems *
66 KV - High Voltage 26.93 S.L.N November January 04,
1. March, 2026
underground cabling works Electricals 05, 2025 2026
Trench work for LT cables and 15.11 December,
2.
Network cables distribution 2025
DP Structure, HT Metering 17.18 SHK February 10, March 31,
cubicle panel, 500 KVA Electricals 2025 2026
transformer, HT Cable, End
termination, Earthing, Main LT
3. Panel, Sub Main Panel, March, 2026
500KVA Generator, 500 KVA
Servo Voltage Stabilizer -
supply, installation and other
miscellaneous expenses
Total 59.22
GST at 18% 10.66
Grand Total 69.88
*Subject to listing date, funding requirements and deployment from time to time on account of various factors
129Schedule of Implementation for Existing Building
(i) The date wise stage of completion of the building and civil works of the Existing Facility: -
(Amount in ₹ million)
Total Estimated Date of Estimated Date of Estimate Date of Estimate Date of Estimate Date of Estimate Date of
Sr. No Amount (₹ in cost completion* cost completion* d cost completion* d cost completion* d cost completion* d cost completion*
Particulars million) (Building 1) (Building (Building (Buildin (Building (Buildin
2) 3) g 4) 5) g 6)
1 Civil works 24.59 4.38 June 2026 1.54 January 2026 2.83 November 2026 4.44 April 2026 8.71 February 2027 2.69 March 2026
2 Plumbing works 9.70 0.90 May 2026 1.20 December 1.30 October 2026 0.90 February 2026 4.00 January 2027 1.40 February 2026
(including complete 2025
set of
Concealed materials
and labour charges)
3 Window Repair 38.44 3.84 April 2026 3.87 December 6.57 September 4.38 February 2026 17.29 January 2027 2.49 February 2026
Works 2025 2026
4 Smoke detector, Fire 5.97 1.11 May 2026 0.53 January 2026 1.12 October 2026 0.72 April 2026 1.54 February 2027 0.95 March 2026
Alarm & Sprinkler
works
5 False Ceiling Works 10.10 1.46 May 2026 1.10 January 2026 1.28 November 2026 1.28 April 2026 3.38 January 2027 1.60 March 2026
6 Painting Works on 7.21 1.45 July 2026 1.06 January 2026 0.82 November 2026 0.54 April 2026 2.44 January 2027 0.90 March 2026
Wall
7 Air Conditioning 36.20 3.60 May 2026 1.80 January 2026 3.60 October 2026 3.60 April 2026 20.00 December 2026 3.60 February 2026
Works
8 Carpentry Works 88.58 8.64 July 2026 7.70 January 2026 14.76 November 2026 9.84 April 2026 33.11 February 2027 14.53 March 2026
9 Finishing Materials 22.80 4.24 June 2026 1.96 January 2026 4.37 November 2026 2.80 April 2026 5.79 March 2027 3.64 March 2026
10 Loose Furniture 6.30 1.00 August 2026 1.50 January 2026 1.00 November 2026 1.00 April 2026 1.00 March 2027 0.80 March 2026
11 Electrical Fittings 4.84 1.01 August 2026 0.66 January 2026 0.62 November 2026 0.62 April 2026 1.48 February 2027 0.45 March 2026
12 Electrical Works 20.89 3.39 August 2026 2.12 January 2026 3.08 September 2026 2.01 April 2026 6.69 December 2026 3.60 February 2026
275.62 35.02 25.04 41.35 32.13 105.43 36.65
Total
49.61 6.30 4.51 7.44 5.78 18.98 6.60
GST
Grand Total 325.23 41.32 29.55 48.79 37.91 124.41 43.25
*Subject to listing date, funding requirements and deployment from time to time on account of various factors
130Government Approvals
In relation to this proposed Object, we may be required to obtain specific approvals and/or licenses, which are routine in
nature, from government authorities from respective municipal authorities. We will apply for such approvals, as applicable,
in the ordinary course and in accordance with applicable laws.
C. Funding Upgradation of our Company’s IT Infrastructure (Software, Hardware and Communications &
Network Services)
Our Company is currently operating from the Existing Facility. In order to support our growth strategy and focus on
operational efficiency, we intend to upgrade our Company’s IT Infrastructure (Software, Hardware and Communications
& Network Services). Accordingly, our Company proposes to utilise ₹ 546.35 million towards upgrading and
strengthening our IT infrastructure and capabilities to modernise our technology platform and assist us in the growth of
our operations.
The proposed software and hardware upgrades are designed to enhance cybersecurity, productivity, and development
capabilities while ensuring scalability and protection from technological obsolescence while ensuring competitive
relevance to meet evolving customer preferences.
Software Purchases
The Company plans to implement comprehensive cybersecurity enhancements, including next-generation firewalls, AI-
driven threat detection (such as TrendMicro and Trend Vision), endpoint protection (ManageEngine), and zero-trust
frameworks (CheckMarx) to mitigate risks and maintain compliance with evolving security standards. Additionally,
productivity tools like Jira for project management, Zoho for CRM, Office 365 and Google Workspace for collaboration,
and ProHance for workforce analytics will be adopted to streamline workflows and boost operational efficiency. The
organization will also leverage advanced software development systems, including AI-assisted tools like CoPilot, content
creation suites (Adobe tools, Articulate, iSpring), and specialized editors (CK Editor, MathType).
Hardware Procurement
The proposed hardware upgrades, including high-performance laptops and servers, are essential to support our growing
operational demands and technological advancements. Adoption of AI-driven development tools, automated testing
platforms, and data analytics applications further necessitates robust hardware that can handle intensive workloads
without performance bottlenecks. The Company intends to replace existing laptops of software developers with GPU
enabled high-performance laptops. Additionally, the Company intends to establish a GPU based Server farm to support
development of AI technologies such as LLMs and AI agents. This upgraded IT infrastructure will improve system
reliability, reduce downtime, and enhance security by supporting advanced encryption and threat detection systems. These
investments will ensure seamless operations, faster processing speeds, and the ability to scale efficiently while
maintaining optimal productivity across all departments. The enhanced hardware infrastructure will enable us to adapt to
emerging technologies and maintain a competitive edge in the market.
Communication and Network Services
Enhanced bandwidth and reliable connectivity are critical for remote collaboration. Further, to strengthen our network
security and infrastructure, we will deploy advanced firewalls, encryption tools, and real-time threat detection systems
alongside a comprehensive networking hardware upgrade. This includes the Cisco C9300X-24P switches, Meraki cloud-
managed Gigabit Ethernet switches with PoE+ capability, and Meraki Wi-Fi 6 access points - all with Enterprise licensing.
The network infrastructure will be upgraded with 10G Base SR multi-mode and QSFP40G BiDi transceivers for high-
speed connectivity. To support the high-speed network upgrade, a complete cabling solution will be implemented,
including CAT6A Molex cables, fiber LIUs with LC ports, and essential structured cabling components such as patch
panels, racks, and termination points, along with professional installation and configuration services to ensure optimal
performance, security, and future scalability across our network infrastructure.
131Our customers expect high standards of performance, security and reliability in our deliverables and that our infrastructure
is contemporary. We seek to rely on encryption and authentication technology licensed from third parties to provide the
security and authentication necessary to effect secure online transmission of confidential client information. Our Company
is required to expend significant capital and other resources to protect against such security threats and to alleviate
problems caused by them. In order for our customers to continue to provide business to us, and to provide testimonials
and references for more opportunities, we need to have systems and network infrastructure that are modern and up to date
in terms of specifications.
These investments will future-proof our IT ecosystem, ensuring agility, security, and competitiveness. By addressing
current challenges and anticipating future needs, the organization will enhance productivity, safeguard data, and meet
customer expectations effectively.
The upgradation of the information technology infrastructure is key to increasing the efficiency and scale of our operations.
Our Board vide its resolution dated February 12, 2025, has approved the proposal for the upgradation of our Company’s
IT Infrastructure (Software, Hardware and Communications & Network Services).
(i) Set out in the table below are the quotations received for the estimate cost across various aspects of our software,
hardware and communications services for our Company:
Details in relation to Agreement / Purchase
Order
Unit Cost
Sr. Total Total Cost (in
Description o f Equipment (In ₹ Date of Validity of
No . Quan tity
mill ion)
₹ mil lion)
Name of the Agreement / Agreement /
Vendor Purchase Purchase
Order Orders
Software Purchases, Maintenance & Subscriptions
Office 365 E1 Plus Licenses for 2 8.04 16.07
1.
Email Service
Google Workspace to Office365 1 0.51 0.51
2.
Migration
3. Copilot for Microsoft 365 30 0.04 1.11
TrendMicro - Smart Protection 2 4.24 8.48
4.
Complete
Trend Vison One EDR/XDR Add- 2 2.24 4.49
5. on: Endpoint server and Cloud
Workloads
Trend Vision One ATTACK 2 1.82 3.64
6. SURFACE RISK
MANAGEMENT(ASRM)
ManageEngine Endpoint Central 2 3.03 6.06
Enterprise Edition - Cloud
7. Subscription Model with
ManageEngine Analytics Plus
SINGAVI February 07, December 31,
Professional
Computers 2025 2025
Zoho Workplace Mail Flexible Plan 2 0.36 0.71
8. Edition with Zoho Assist Report
Support
Jira Service Management (Cloud) 2 26.79 53.58
9.
Enterprise License
iSpring Suite Annual Subscription - 2 0.10 0.20
10.
iSpring Suite Max
11. MathType server components 2 0.65 1.31
Checkmarx one Professional: 2 6.03 12.05
Checkmarx One bundle, including
12. SAST, API Security, SCA,
Application risk management, and
fusion containers
13. Adobe Creative Cloud 2 12.15 24.29
14. Adobe Acrobat 2 0.67 1.34
15. Adobe Captivate 2 0.93 1.87
16. CK Editor 5 2 2.25 4.50
17. Articulate 360 19 0.12 2.19 Rabita November 05, December 05,
132Software 2025 2025
ProHance - business productivity 2 5.71 11.42 September December 15,
18. ProHance
tool 23, 2025 2025
Total (A) 153.85
Hardware Purchases
19. Laptop - Dell Mobile Precision 1100 0.15 162.21
Workstation 3591 (210-BLNG)
20. High End Workstation for Graphics 40 0.24 9.71
Designers
21. High End Workstation for AI Work 14 1.76 24.63
(RTX 6000ADA- 48 GB)
22. High End Servers for AI Work 2 6.66 13.32
(NVIDIA H100 NVL-94 GB) SINGAVI February 07, December 31,
23. New Servers for Development 7 3.20 22.40 Computers 2025 2026
(PowerEdge R760xs)
24. Apple iMAC (MWV03-IMAC 24" 10 0.17 1.75
GRN/10CCPU/10CGPU/16GB/51
2-HIN)
25. MAC Book Pro (MRW43HN/A- 20 0.24 4.80
MBP 16 SL/12C/18C
GPU/18G/512G)
Total (B) 238.81
Communication and Network Services
26. C9300X 24x25GE SFP+, 715wac 2 1.71 3.41
PS, w/MERAKI with Ent license
27. Meraki MS225-24 L2 Stck Cld- 20 0.34 6.70
Mngd 24x GigE Switch with Ent
license
28. Meraki MS225-24P L2 Stck Cld- 24 0.39 9.36
United September March 17,
Mngd 24x GigE 370W PoE Switch
Computers 17, 2025 2026
with Ent license
29. Meraki MR46 Wi-Fi 6 Indoor AP 150 0.13 19.48
with Ent license
30. Meraki 10G Base SR Multi-Mode 100 0.07 6.78
31. QSFP40G BiDi Short-reach 2 0.07 0.15
Transceiver
32. Components for Network revamp 1 4.13 4.13
incl installation service:
CAT 6A MOLEX cable, cable
managers, Jacks, Jack Panels,
Excel
racks, Fiber LIU LC Ports, Pig September March 17,
Computer
Tails, LC Couplers, Datagate, 17, 2025 2026
Technologies
Optical Fiber Cable, Dual face
plate, backboz, service
terminations, etc. with
configuration services
34. Internet Leasedline (MYS) - 1 1 1.36 1.36
February 10,
GBPS Vodafone February 09,
2025
Internet Leasedline (NOI) – 500 1 0.96 0.96 Idea Limited 2026
MBPS
35. 1 18.01 18.01 Secure
Network
Firewall Renewal (Mysore)- October 13, December
Solutions
Active-Passive 2025 31, 2025
India Private
Limited
Total (C) 70.35
Total (A + B + C) 463.01
GST at 18% 83.34
Grand Total 546.35
As on date of this Prospectus, we have identified vendor(s) for the purposes of purchasing above-mentioned IT software
and services and hardware and received quotation(s) from such vendor(s), which are valid as on the date. However, we
have not entered into any definitive agreement(s) with any of these vendor(s) and there can be no assurance that the same
vendor(s) would be engaged to eventually supply the IT hardware, software, and services or at the same costs. The quantity
of the hardware, software and services to be purchased is based on the estimates of our management. Our Company shall
133have the flexibility to deploy such hardware, software and services according to the business requirements of our
Company and based on the estimates of our management, in compliance with applicable laws. In addition, an External IT
Audit by IKOT Consultancy Services (OPC) Private Limited has been conducted on our Company and has issued its
report dated June 04, 2025.
Schedule of Implementation for Upgradation of our Company’s IT Infrastructure (Software, Hardware and
Communications & Network Services)
Unit Total Fiscal 2026 Fiscal 2027
Sr. No. Description of Equipment Total Cost (In Cost (in Amount Month of Amount Month of
Quantity ₹million) ₹million) (in ₹ procurement* (in ₹ procurement*
million) million)
Software Purchases, Maintenance & Subscriptions
1 Office 365 E1 Plus 2 8.04 16.07 8.04 February 2026 8.04 February 2027
Licenses for Email Service
2 Google Workspace to 1 0.51 0.51 0.51 January 2026 -- November 2026
Office365 Migration
3 Copilot for Microsoft 365 30 0.04 1.11 0.56 January 2026 0.56 January 2027
4 TrendMicro - Smart 2 4.24 8.48 4.24 January 2026 4.24 January 2027
Protection Complete
5 Trend Vison One EDR/ 2 2.24 4.49 2.24 January 2026 2.24 January 2027
XDR Add-on: Endpoint
server and Cloud
Workloads
6 Trend Vision One Attack 2 1.82 3.64 1.82 January 2026 1.82 January 2027
Surface Risk Management
(ASR M)
7 ManageEngine Endpoint 2 3.03 6.06 3.03 January 2026 3.03 January 2027
Central Enterprise Edition
- Cloud Subscription
Model with
ManageEngine Analytics
Plus
Professional
8 Zoho Workplace Mail 2 0.36 0.71 0.36 January 2026 0.36 January 2027
Flexible Plan Edition with
Zoho Assist
Report Support
9 Jira Service Management 2 26.79 53.58 26.79 February 2026 26.79 February 2027
(Cloud) Enterprise License
10 iSpring Suite Annual 2 0.1 0.2 0.1 January 2026 0.1 January 2027
Subscription - iSpring
Suite Max
11 MathType server 2 0.65 1.31 0.65 January 2026 0.65 January 2027
components
12 Checkmarx one 2 6.03 12.05 6.03 February 2026 6.03 February 2027
Professional: Checkmarx
One bundle, including
SAST, API Security, SCA,
Application risk
management, and
fusion containers
13 Adobe Creative Cloud 2 12.15 24.29 12.15 January 2026 12.15 January 2027
14 Adobe Acrobat 2 0.67 1.34 0.67 January 2026 0.67 January 2027
15 Adobe Captivate 2 0.93 1.87 0.93 January 2026 0.93 January 2027
16 CK Editor 5 2 2.25 4.5 2.25 January 2026 2.25 January 2027
17 Articulate 360 19 0.12 2.19 2.19 March 2026 -- March 2027
13418 ProHance - business 2 5.71 11.42 5.71 January 2026 5.71 January 2027
productivity tool
* Software purchases that are annual subscriptions will be procured during the respective fiscal years.
Hardware Purchases
19 Laptop - Dell Mobile 1100 0.15 162.21 81.11 January 2026 81.11 January 2027
Precision Workstation
3591 (210-BLNG)
20 High End Workstation for 40 0.24 9.71 4.85 February 2026 4.85 February 2027
Graphics Designers
21 High End Workstation for 14 1.76 24.63 24.63 February 2026 -- --
AI Work (RTX
6000ADA- 48 GB)
22 High End Servers for AI 2 6.66 13.32 13.32 January 2026 -- --
Work (NVIDIA H100
NVL-94 GB)
23 New Servers for 7 3.2 22.4 22.4 January 2026 -- --
Development (PowerEdge
R760xs)
24 Apple iMAC (MWV03- 10 0.17 1.75 1.75 January 2026 -- --
IMAC 24"
GRN/10CCPU/10CGP
U/16GB/512-HIN)
25 MAC Book Pro 20 0.24 4.8 4.8 January 2026 -- --
(MRW43HN/A-MBP
16 SL/12C/18C
GPU/18G/512G)
Communication and Network Services
26 C9300X 24x25GE SFP+, 2 1.71 3.41 3.41 January 2026 -- --
715wac PS, w/MERAKI
with Ent license
27 Meraki MS225-24 L2 Stck 20 0.34 6.7 6.7 January 2026 -- --
Cld-Mngd 24x GigE
Switch with Ent license
28 Meraki MS225-24P L2 24 0.39 9.36 9.36 January 2026 -- --
Stck Cld-Mngd 24x GigE
370W PoE Switch with
Ent license
29 Meraki MR46 Wi-Fi 6 150 0.13 19.48 19.48 January 2026 -- --
Indoor AP with Ent license
30 Meraki 10G Base SR 100 0.07 6.78 6.78 January 2026 -- --
Multi-Mode
31 QSFP40G BiDi Short- 2 0.07 0.15 0.15 January 2026 -- --
reach Transceiver
32 Components for Network 1 4.13 4.13 4.13 January 2026 --
revamp incl installation
service: --
CAT 6A MOLEX
cable, cable managers,
Jacks, Jack Panels, racks,
Fiber LIU LC
Ports, Pig Tails, LC
Couplers, Datagate,
Optical Fiber Cable, Dual
face plate, backboz,
service
terminations, etc. with
configuration services
33 Internet Leasedline (MYS) 1 1.36 1.36 1.36 January 2026 -- --
135- 1 GBPS
34 Internet Leasedline 1 0.96 0.96 0.96 January 2026 -- --
(Noida) - 500 MBPS
35 Firewall Renewal 1 18.01 18.01 18.01 January 2026 -- --
(Mysore)-Active- Passive
Total 463.01 301.47 161.53
GST @ 18% 83.34 54.27 29.08
Grand Total 546.35 355.74 190.61
*Subject to listing date, funding requirements and deployment from time to time on account of various factors
Miscellaneous (Contingencies)
The Company envisages that there might be price fluctuations and the currently estimated project cost for the formulation
plant may increase on account of factors beyond our control, including increase in cost of equipment, building and civil
works, and associated transportation or other charges or taxes. The total estimated cost for contingencies is ₹ 77.96 million
which is 5% of the amount proposed to be funded from the Net Proceeds
General Corporate Purpose
Our Company proposes to deploy the balance Net Proceeds, aggregating to ₹ 89.80 million, towards general corporate
purposes, subject to such amount, not exceeding 25% of the Gross Proceeds from the Offer, in compliance with the SEBI
ICDR Regulations. The general corporate purposes for which our Company proposes to utilise the Net Proceeds include
strategic initiatives, Strategic Initiatives, Requirement for inorganic growth, working capital requirements, brand building,
business development and other marketing costs, meeting exigencies and expenses incurred by our company in ordinary
course of business and any other purpose as permitted by applicable laws and as approved by our board or a duly appointed
committee thereof. The quantum of utilisation of funds towards any of the above purposes will be determined by our
Board, based on the amount available under this head and the business requirements of our Company, from time to time.
In addition to the above, our Company may utilise the Net Proceeds towards other purposes relating to our business which
are considered expedient and as approved periodically by our Board, subject to compliance with necessary provisions of
the Companies Act and in accordance with the stated objectives and our business. Our Company’s management shall
have flexibility in utilising any surplus amounts.
Offer Related Expenses
The total Offer related expenses are estimated to be approximately ₹ 419.66 million. The Offer related expenses consist
of listing fees, fees payable to the Book Running Lead Manager, Legal Counsel to the Offer, Registrar to the Offer, Bankers
to the Offer, processing fee to the SCSBs brokerage and selling commission payable to the Syndicate, Registered Brokers,
SCSBs, RTAs and CDPs, printing and stationery expenses, advertising and marketing expenses and all other incidental
and miscellaneous expenses for listing the Equity Shares on the Stock Exchanges.
Other than the listing fees, audit fees of the Statutory Auditor (other than to the extent attributable to the Offer), which
shall be borne by the Company and fees and expenses in relation to the Offer, all fees, costs and expenses required to be
paid in respect of the Offer will be shared among our Company and the Selling Shareholder on a pro-rata basis, in
proportion to the Equity Shares issued and allotted by our Company in the Fresh Offer and the Offered Shares sold by the
Selling Shareholder in the Offer for Sale, upon the successful completion of the Offer, in compliance with applicable law.
All proportional Offer-related fees, costs and expenses will be borne by the Selling Shareholder and shall be deducted
from its portion of the Offer Proceeds and only the balance amount will be paid to the Selling Shareholder.
It is clarified that, in the event that the Offer is withdrawn, abandoned or terminated for any reason whatsoever, the
expenses incurred in relation to the proposed Offer will also be shared among the Company and the Selling Shareholder
on a pro-rata basis, in proportion to the Equity Shares issued and allotted by our Company in the Fresh Offer and the
Offered Shares sold by the Selling Shareholder in the Offer for Sale.
136The break-up for the estimated Offer expenses is set forth below:
Activity Estimated As a % of total As a % of
expenses estimated Offer Offer size*
(Amount ₹ in related
million)* expenses*
Fees payable to the BRLM including underwriting commission, 162.50 38.72 3.25
brokerage and selling commission, as applicable
Selling commission/processing fee for SCSBs, Sponsor Banks and 31.15 7.42 0.62
fee payable to the Sponsor Banks for Bids made by RIBs(1) (2) (3)
Bidding charges for members of the Syndicate (including their sub-
Syndicate Members), Registered Brokers, RTA and CDPs(4)
Fees payable to the Statutory Auditor, consultants and market 109.21 26.02 2.18
research firms to the Offer
Listing Fees, SEBI filing fees, upload fees, BSE & NSE processing 26.28 6.26 0.53
fees, book building software fees and other regulatory expenses such
as ROC fees, Depository Charges, etc.,
Printing and stationery expenses 9.49 2.26 0.19
Advertising and marketing expenses 34.10 8.13 0.68
Fees payable to legal counsel 19.99 4.76 0.40
Miscellaneous expenses such as Independent Chartered Engineer fees, 26.95 6.42 0.54
architect fees, Practicing Company Secretaries’ fees, Monitoring
Agency, Other Advisors to the offer and other out of pocket expenses
including travelling and conveyance
Total estimated Offer expenses 419.66 100.00 8.39
* Offer expenses are estimates and are subject to change.
1. Selling commission payable to the SCSBs on the portion of Retail Individual Bidders and Non-Institutional Bidders
which are directly procured and uploaded by the SCSBs, would be as follows:
Portion for Retail Individual Bidders* 0.30% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.15% of the Amount Allotted (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal ID as captured in the
Bid Book of BSE or NSE.
No uploading/processing fees shall be payable by our Company and Selling Shareholder to the SCSBs on the applications
directly procured by them.
2. Processing Fee for Syndicate ASBA application above ₹ 0.50 million
Processing fees payable to the SCSBs for capturing Syndicate Member/sub-syndicate (broker)/sub-broker code on the
ASBA Form for Non-Institutional Bidders and Qualified Institutional Bidders with bids above ₹ 0.50 million would be ₹
10 plus applicable taxes, per valid application subject to a maximum cap of ₹ 2.00 million. In case the total uploading
charges/processing fees payable exceeds ₹ 2.00 million, then the amount payable to SCSBs would be proportionately
distributed based on the number of valid applications such that the total uploading charges / processing fees payable
does not exceed ₹ 2.00 million.
Brokerage, selling commission and processing/uploading charges on the portion for RIBs (using the UPI mechanism)
and Non-Institutional Bidders which are procured by members of the Syndicate (including their sub-Syndicate Members),
RTAs and CDPs or for using 3-in-1 type accounts- linked online trading, demat & bank account provided by some of the
brokers which are members of Syndicate (including their sub-Syndicate Members) would be as follows:
137Portion for Retail Individual Bidders* 0.35% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.15% of the Amount Allotted* (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price
3. The Selling commission payable to the Syndicate / sub-Syndicate Members (RII up to ₹ 0.2 million), and Non-
Institutional Bidders (from ₹ 0.2 -₹ 0.5 million) will be determined on the basis of the application form number / series,
provided that the application is also bid by the respective Syndicate / sub-Syndicate Members. For clarification, if a
Syndicate ASBA application on the application form number / series of a Syndicate / sub-Syndicate Members, is bid by
an SCSB, the Selling Commission will be payable to the SCSB and not the Syndicate / sub-Syndicate Members.
For Non-Institutional Bidders (above ₹ 0.5 million), Syndicate ASBA Form bearing SM Code & Sub-Syndicate Code of
the application form submitted to SCSBs for Blocking of the Fund and uploading on the Exchanges platform by SCSBs.
For clarification, if a Syndicate ASBA application on the application form number / series of a Syndicate / Sub-Syndicate
Member, is bid by an SCSB, the Selling Commission will be payable to the Syndicate / Sub Syndicate members and not
the SCSB.
Uploading charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on
the applications made by UPI Bidders procured through the UPI Mechanism, and Non-Institutional Investors which are
procured by them and submitted to SCSB for blocking or using 3-in- 1 accounts, would be ₹ 10 plus applicable taxes, per
valid application bid by the Syndicate (including their sub-Syndicate Members), RTAs and CDPs.
Bidding charges/ processing charges payable on the application made using 3-in-1 accounts will be subject to a maximum
cap of ₹ 2.00 million (plus applicable taxes), in case if the total Bidding charges /processing charges exceeds ₹ 2.00
million (plus applicable taxes) then it will be paid on pro-rata basis for portion of (i) RIB’s (ii) NIB’s, as applicable.
The selling commission and bidding charges payable to Registered Brokers the RTAs and CDPs will be determined on
the basis of the bidding terminal id as captured in the Bid Book of BSE or NSE.
Uploading charges/ Processing fees for applications made by RIBs using the UPI Mechanism and Non-Institutional
Bidders (from ₹0.20 million - ₹0.50 million) would be as under:
Members of the Syndicate / RTAs / CDPs /Registered ₹10.00 per valid application (plus applicable taxes) subject
Brokers to a maximum cap of ₹3.50 million (plus applicable taxes)
*Based on valid applications
4. Processing Fee for non-Syndicate Member
Selling commission/ uploading charges payable to the Registered Brokers on the portion for RIBs, Bidders, and Non-
Institutional Bidders which are directly procured by the Registered Broker and submitted to SCSB for processing, would
be as follows:
Portion for Retail Individual Bidders* ₹ 10 per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders* ₹ 10 per valid application (plus applicable taxes)
* Based on valid applications
Such Bids shall be ₹ 10 per valid application (plus applicable taxes) subject to a maximum cap of ₹ 2.00 million.
The processing fees for applications made by UPI Bidders using the UPI Mechanism would be as follows:
ICICI Bank ₹Nil up to 7.00 lacs of UPI successfully blocked applications, on and above 7.00
lacs UPI successfully blocked applications, charges would be ₹ 6.50 + GST as
applicable.
The Sponsor Bank(s) shall be responsible for making payments to the third parties
such as remitter bank, NCPI and such other parties as required in connection with
the performance of its duties under the SEBI circulars, the Syndicate Agreement
and other applicable laws.
138AXIS Bank ₹Nil up to 2.00 lacs of UPI successfully blocked applications, on and above 2.00
lacs UPI successfully blocked applications, charges would be ₹ 6.50 + GST as
applicable.
The Sponsor Bank(s) shall be responsible for making payments to the third parties
such as remitter bank, NCPI and such other parties as required in connection with
the performance of its duties under the SEBI circulars, the Syndicate Agreement
and other applicable laws
*For each valid application
5. All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate
Agreement and Cash Escrow and Sponsor Bank Agreement. Further, 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, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI ICDR Master Circular
Interim use of Net Proceeds
The Net Proceeds of the Offer pending utilisation for the purposes stated in this section, shall be deposited only with
scheduled commercial banks included in the Second Schedule of the Reserve Bank of India Act, 1934, as amended, as
may be approved by our board wherein no lien shall be created on funds.
In accordance with Section 27 of the Companies Act, our Company confirms that it shall not use the Net Proceeds for buying,
trading or otherwise dealing in shares of any other listed company or for any investment in the equity markets.
Bridge financing facilities
Our Company has not raised any bridge loans from any banks or financial institution as on the date of this Prospectus,
which are proposed to be repaid from the Net Proceeds. However, depending upon business requirements, our Company
may consider raising bridge financing facilities including by way of any other short-term instrument, pending receipt of
the Net Proceeds.
Monitoring of utilization of funds
In terms of Regulation 41 of the SEBI ICDR Regulations, we have appointed CARE Ratings Limited as the monitoring
agency to monitor the utilization of the Net Proceeds. Our Audit Committee and the Monitoring Agency will monitor the
utilisation of the Gross Proceeds and the Monitoring Agency shall submit the report required under Regulation 41(2) of the
SEBI ICDR Regulation on a quarterly basis. Our Company undertakes to place the report(s) of the Monitoring Agency on
receipt before the Audit Committee without any delay. Our Company will disclose the utilisation of the Net Proceeds,
including interim use under a separate head in its balance sheet until such time as the Net Proceeds remain unutilized,
clearly specifying the purposes for which the Net Proceeds have been utilised. Our Company will also, in its balance sheet
for the applicable fiscal periods, provide details, if any, in relation to all such Net Proceeds that have not been utilised, if
any, of such currently unutilised Net Proceeds.
Pursuant to Regulation 32(3) and Part C of Schedule II, of the SEBI Listing Regulations, our Company shall, on a
quarterly basis, disclose to the Audit Committee the uses and applications of the Net Proceeds. The Audit Committee
shall make recommendations to our Board for further action, if appropriate. Furthermore, in accordance with Regulation
32(1) of the SEBI Listing Regulations, our Company shall furnish to the Stock Exchanges on a quarterly basis, a statement
indicating (i) deviations, if any, in the actual utilisation of the proceeds of the Offer from the objects of the Offer as stated
above; and (ii) details of category wise variations in the actual utilisation of the proceeds of the Offer from the objects of
the Offer as stated above. This information will also be published in newspapers simultaneously with the interim or annual
financial results and explanation for such variation (if any) will be included in our Directors report, after placing the same
before the Audit Committee. This information will also be uploaded onto our website.
Variation in Objects of the Offer
In accordance with Sections 13(8) and 27 of the Companies Act, our Company shall not vary the Objects of the Offer
unless our Company is authorized to do so by way of a special resolution of its Shareholders. In addition, the notice issued
to the Shareholders in relation to the passing of such special resolution shall specify the prescribed details and which shall
139be published in all editions of Financial Express, an English national daily newspaper, and all editions of Jansatta, a Hindi
national daily newspaper and (iii) the Mysore edition of Vijayavani, a Kannada daily newspaper (Kannada being the regional
language of Karnataka, where our Registered Office is located, each with wide circulation. Pursuant to Sections 13(8) and
27 of the Companies Act, 2013, our Promoters 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, subject to the provisions of the Companies Act,
2013 and in accordance with such terms and conditions, including in respect of pricing of the Equity Shares, in accordance
with the Companies Act, 2013 and the SEBI ICDR Regulations.
Appraising agency
None of the objects of the Offer for which the Net Proceeds will be utilized have been appraised by any bank/ financial
institution.
Other confirmations
None of our Promoters, Directors, KMPs and members of our Promoter Group will receive any portion of the Gross
Proceeds.
There are no existing or anticipated transactions in relation to the utilisation of the Net Proceeds entered into or to be
entered into by our Company with our Promoters, members of our Promoter Group, Directors and/or Key Managerial
Personnel. Further, there are no material existing or anticipated transactions in relation to utilization of the Net Proceeds
with our Promoters, Directors, Key Managerial Personnel, or members of our Promoter Group.
Further, pursuant to the Offer, the Net Proceeds received by our Company shall only be utilised for objects identified by
our Company and for general corporate purposes and none of our Promoters, and Promoter Group, as applicable, shall
receive a part of or whole Net Proceeds directly or indirectly.
140BASIS FOR OFFER PRICE
The Price Band and Offer Price has been determined by our Company in consultation with the BRLM, on the basis of
assessment of market demand for the Equity Shares offered through the Book Building Process and on the basis of
quantitative and qualitative factors as described below. The face value of the Equity Shares is ₹ 10/- each and the Floor
Price is 11.40 times the face value and the Cap Price is 12.00 times the face value.
Bidders were required to read the below mentioned information along with “Risk Factors”, “Our Business”, “Restated
Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” on pages 39, 194, 272 and 346 respectively, to have an informed view before making an investment
decision.
Qualitative Factors
Some of our qualitative factors and strengths which may have formed the basis for computing the Offer Price are as follows:
➢ Expertise in product engineering, development and implementation across assessments, digital learning & information
management systems with robust product capabilities.
➢ Long term relationships with global customers.
➢ Expertise in delivering fully compliant digital learning and assessment solutions to clients globally.
➢ Flexibility to work with diversified technologies to provide the right-fit solution, driven by agile methodologies.
➢ Robust Operating Parameters.
➢ Experienced Management Team and Promoters with expertise in developing products, backed by a professional
management team and experienced board driving high corporate governance standards.
For further details, see “Our Business – Our Strengths” on page 199.
Quantitative Factors
Certain information presented below, relating to our Company, is derived from the Restated Consolidated Financial
Information. For further details, see “Restated Consolidated Financial Information” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” on pages 272 and 346, respectively.
Some of the quantitative factors which may have formed the basis for computing the Offer Price are as follows:
1. Basic and Diluted Earnings Per Share (“EPS”), as adjusted for changes in capital:
As derived from the Restated Consolidated Financial Information of our Company:
Financial Period Basic EPS (in ₹)^ Diluted EPS (in ₹)^ Weight
Fiscal 2025 3.47 3.47 3
Fiscal 2024 1.27 1.27 2
Fiscal 2023 2.24 2.24 1
Weighted Average 2.53 2.53
For the three months period ended June 30, 2025* 0.60 0.60 N.A.
*Not Annualised
^Adjusted for bonus issuance of equity shares of our Company
Restated net Profit after tax, for the year or period, attributable to equity shareholders /Weighted average number of
Equity Shares outstanding during the year/period, as adjusted for bonus issue; and
Basic EPS (in ₹) = Restated net Profit after tax, for the year or period, attributable to equity shareholders/ Weighted
average number of Equity Shares outstanding during the year or period, as adjusted for bonus issue
Diluted EPS (in ₹) = Restated net profit after tax for the year or period, attributable to equity shareholders/Weighted
average number of Equity Shares and potential Equity Shares outstanding during the year/period, as adjusted for bonus
issue.
141Notes:
(1) Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight)
for each year/Total of weights.
(2) The figures disclosed above are based on the Restated Consolidated Financial Information of our Company.
(3) The face value of each Equity Share is ₹ 10/- each.
(4) Basic and diluted earnings per Equity Share: Basic and diluted earnings per Equity Share are computed in accordance
with Indian Accounting Standard 33 notified under the Companies (Indian Accounting Standards) Rules of 2015 (as
amended).
(5) The above statement should be read with Significant Accounting Policies and the Notes to the Restated Consolidated
Financial Information as appearing in “Restated Consolidated Financial Information” on page 272.
2. Price/Earning (“P/E”) ratio in relation to Price Band of ₹ 114/- to ₹ 120/- per Equity Share:
Particulars P/E at the Floor Price P/E at the Cap Price (no. of
(no. of times) times)
Based on Basic EPS of ₹ 3.47 as per the Restated 32.85 34.58
Consolidated Financial Information for Fiscal 2025
Based on Diluted EPS of ₹ 3.47 as per the Restated 32.85 34.58
Consolidated Financial Information for Fiscal 2025
Notes:
(1) Price/ earning (P/E) ratio is computed by dividing the price per share by earnings per share
3. Industry P/E ratio
Particulars P/E Ratio
Highest 42.19
Lowest 22.42
Industry Average 32.88
Notes:
i. The industry high and low has been considered from the peers set provided later in this chapter. The industry average
has been calculated as the arithmetic average of P/E of the industry peers set disclosed in this section.
ii. The industry P/E ratio mentioned above is based on earnings for the financial year ended March 31, 2025. P/E ratio
has been computed based on the closing market price of equity shares on NSE Limited on October 16, 2025, divided by
the Diluted EPS for the year ended March 31, 2025, after incorporating impact of corporate action.
iii. All the financial information for listed industry peers mentioned above is sourced from the audited financial
statements of the relevant companies for Fiscal 2025, as available on the websites of the Stock Exchanges
4. Average Return on Net Worth (“RoNW”)
As derived from the Restated Consolidated Financial Information of our Company:
Particulars RoNW (%) Weight
Fiscal 2025 10.38 3
Fiscal 2024 4.43 2
Fiscal 2023 8.41 1
Weighted Average 8.07
For the three months period ended June 30, 2025* 1.61 N.A.
*Not annualised
Notes:
Return on Net Worth (%) = Restated net profit after tax, for the year/period, attributable to equity shareholders divided
by the Average Restated net-worth, for year/period end attributable to equity shareholders
- Net Worth means the aggregate value of the paid-up share capital, securities premium, general reserve, capital reserve,
employee stock options outstanding reserve, and retained earnings (including other comprehensive income)
attributable to equity shareholders of the company as restated and consolidated.
- The figures disclosed above are based on the Restated Consolidated Financial Information of our Company
- The weighted average return on net worth is a product of return on net worth and respective assigned weight dividing
the resultant by total aggregate weights.
1425. Net Asset Value per Equity Share (Face value of ₹ 10/-)
Net Asset Value per Equity Share (₹)
As on March 31, 2023 27.80
As on March 31, 2024 29.71
As on March 31, 2025 37.10
As on June 30, 2025 37.56
After the Offer
- At the Floor price* 47.98
- At the Cap Price* 48.31
At the Offer Price# 48.31
*For the above purpose, the net worth as at June 30, 2025 has been adjusted for the Fresh Offer under the Issue to the
tune of ₹ 1,800.00 million and the weighted average number of Equity Shares outstanding has been adjusted to the
number of equity shares allotted pursuant to the Fresh Issue.
#Subject to finalization of Basis of Allotment.
Notes: Net Asset Value per share = Restated net-worth) at the end of the year/ period divided by Number of Equity Shares
outstanding at the end of the year/ period, as adjusted for bonus issue.
6. Comparison of Accounting Ratios with Listed Industry Peers
Closing
Total Face Price as EPS (Basic and
Revenue Value on Diluted) (₹) NAV P/E RoNW
Name of the Company per (₹ per
(₹ in October Ratio (%)
Equity share)
million) 16, 2025
Share (₹) Basic Diluted
(₹)
Excelsoft Technologies 2,332.91 10 NA 3.47 3.47 37.10 NA 10.38
Limited
Listed Peers
MPS Ltd 7,268.89 10 2,295.90 87.80 87.73 279.69 26.17 31.74
Ksolves India Ltd 1,374.33 10 324.40 14.47 14.47 17.51 22.42 153.95
Silver Touch 2,883.80 10 718.80 17.50 17.50 105.48 41.07 18.00
Technologies Ltd
Sasken Technologies 5,509.14 10 1,394.00 33.30 33.04 531.24 42.19 6.36
Ltd
InfoBeans 3,947.80 10 504.70 15.59 15.51 136.34 32.54 12.09
Technologies Ltd
Source: All the financial information for listed industry peer mentioned above is on a consolidated basis (unless otherwise
available only on standalone basis) and is sourced from the audited financial statements of the respective company for
the year ended March 31, 2025, submitted to stock exchanges.
Source for our Company: Based on the Restated Consolidated Financial Information for the year ended March 31, 2025.
Notes:
i. P/E Ratio for the peer group has been computed based on the closing market price of equity shares on NSE as on
October 16, 2025, divided by the diluted EPS.
ii. RoNW (%) = Net profit after tax divided by Average net worth as at the end of the year/ period.
iii. Net worth has been defined under Regulation 2(1)(hh)of the SEBI ICDR Regulations as the aggregate value of the
paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit
balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure
and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves
created out of revaluation of assets, write-back of depreciation and amalgamation
iv. Net Asset Value per Equity Share means Net worth divided by number of Equity Shares outstanding at end of the year/
period.
1437. Key Operational and Financial 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 October 26, 2025. 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 has been certified by our Statutory Auditor, by his certificate dated October 26, 2025.
The KPIs of our Company have been disclosed in the sections titled “Our Business” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Key Performance Indicators” on pages 194 and 348,
respectively. We have described and defined the KPIs, as applicable, in “Definitions and Abbreviations” on page 2.
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 completion of the proceeds of the Fresh Offer as per the
disclosure made in the Objects of the Offer Section, whichever is later or for such other duration as may be required under
the SEBI ICDR Regulations. Further, the ongoing KPIs will continue to be certified by a member of an expert body as
required under the SEBI ICDR Regulations.
For the disclosure on appropriate KPIs for this section, along with other key financial and operating metrics refer to
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Key Performance Indicators”
on page 348.
Key Performance Indicators
(in ₹ million except percentages and ratios)
Key Performance Indicators For the three Fiscal 2025 Fiscal 2024 Fiscal 2023
months period
ended June 30,
2025
Financial KPIs
Revenue from operations 557.18 2,332.91 1,982.97 1,951.04
Gross Profit 307.79 1,438.61 1,142.11 1,191.82
Gross Profit Margin (%) 55.24 61.67 57.60 61.09
EBITDA 101.77 732.57 549.73 681.79
EBITDA Margin (%) 18.27 31.40 27.72 34.94
PAT 60.09 346.91 127.53 224.14
PAT Margin (%) 10.78 14.87 6.43 11.49
Net Worth 3,759.49 3,712.90 2,973.03 2,780.77
Net Debt 312.04 181.79 719.18 1,015.08
Net Debt Equity Ratio 0.08 0.05 0.24 0.37
ROCE (%)* 2.10* 16.11 7.59 11.03
ROE (%)* 1.61* 10.38 4.43 8.41
Operational KPIs
Number of clients (nos.) 101 99 93 93
Number of new client additions 6 17 15 10
every year (nos.)
Average vintage of top 10 clients (in 10.50 10.80 9.50 8.00
years)
Number of employees (nos.) 1,118 1,116 1,080 1,046
* Not annualised
Revenue from Operations’ means proceeds from sale of software and sale of services.
(1)
‘Gross Profit’ is revenue reduced by direct cost incurred on sale of services.
(2)
‘Gross Profit Margin’ is calculated as Gross Profit divided by Revenue from Operations.
(3)
‘EBITDA’ means profit before depreciation, finance cost, tax and amortization less other income.
(4)
‘EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations.
(5)
‘PAT’ is profit after tax after exceptional items.
(6)
144‘PAT Margin’ is calculated as PAT for the period/year divided by revenue from operations.
(7)
‘Net Worth’ means the aggregate value of the paid-up share capital and all reserves created out of the profits and
(8)
securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value
of the accumulated losses, deferred expenditure and miscellaneous expenditure not written-off, as per the restated
balance sheet, but does not include reserves created out of revaluation of assets, capital reserve arising on
consolidation, capital redemption reserve, write-back of depreciation and amalgamation.
‘Net debt’ is calculated as long-term borrowings plus short-term borrowings less cash and cash equivalents and other
(9)
bank balances (excluding fixed deposits).
‘Net Debt Equity Ratio’ is calculated as Total Debt divided by Total Equity. Total debt is the sum of total current &
(10)
non-current borrowings; Total Equity means Net worth.
‘RoCE (in %)’- RoCE (in %) defined as EBIT divided by average Capital Employed (‘Capital Employed’ is defined
(11)
as total debt plus Net Worth as on the last date of the reporting period).
ROE (%) is calculated as PAT divided by average Net Worth.
(12)
Number of clients is the total clients served during the period/year.
(13)
Number of new client additions every year is the numbers of new clients served during the year.
(14)
Average vintage of top 10 clients (in years) is calculated as sum of the vintage of top 10 clients divided by 10.
(15)
(16)
Number of employees is the total number of employees on the payroll of the Company as at the end of the period/year.
Explanation for KPI metrics
KPI Explanations to KPIs
Revenue from Operations Revenue from operations is the revenue generated by the company and is comprised
of (i) the sale of services, (ii) sale of software products, as set out in the Restated
Consolidated Financial Information.
Gross Profit Gross profit represents the difference between revenue from operations and the cost
of sales which includes employee cost directly attributable to the revenue and other
related direct costs. It provides insight into the efficiency of the delivery of service
and the profitability of the core business activities.
Gross Margin is the ratio of gross profit to revenue, expressed as a percentage. It
measures how efficiently a company is delivering and selling its software products,
Gross Profit Margin (%)
showing the percentage of revenue that exceeds the employee cost directly
attributable to the revenue and other related direct costs.
EBITDA provides a comprehensive view of the Company's financial health as it
EBITDA
considers Revenue from Operations.
EBITDA Margin (%) is a financial percentage that measures the profitability as a
EBITDA Margin (%)
percentage of its Revenue from Operations.
PAT represents the profit/loss that the Company makes for the financial year or
PAT during a given period It provides information regarding the overall profitability of
the business.
PAT Margin (%) is an indicator of the overall profitability of the business and
PAT Margin (%) provides the financial benchmarking against peers as well as to compare against the
historical performance of the business.
Net Worth It assesses the shareholder’s funds.
It is the total amount of borrowings taken by the Company from banks, other parties
Net Debt
etc adjusted with cash and bank balances including bank deposits.
It is used to measure the net financial leverage of our Company and provides
Net Debt Equity Ratio
comparison benchmarks against peers
ROCE provides how efficiently our Company generates earnings from the capital
ROCE (%)*
employed in the business.
ROE provides how efficiently our Company generates earnings from the average
ROE (%)*
shareholders fund in the business.
Number of clients It represents the total number of clients we have catered during the period/year
Number of new client additions It represents total number of new clients served by us during the period/year
every year
Average vintage of top 10 It represents the time frame of our relationship with our top 10 customers in number
clients (in years) of years
Number of employees is the total number of employees on the payroll of the
Number of employees
Company as at the end of the period/year.
1458. Set forth below are the details of comparison of Key Performance of Indicators with our listed industry peers:
Following is our peer group which has been taken on the basis of listed companies operating in the similar lines of
businesses in which our Company operates. While their business segments may be similar, in part or full, as our business
segments, however, the same may not be comparable in size, business portfolio, product and service profile, on a whole
with that of our Company. Our listed peers operate in similar industry segments and may have similar offerings or end
service applications, however, their business model, revenue composition, focus area, geographic presence and nature of
business within different segments may not be same as ours.
(a) Comparison of KPIs of the three months period ended June 30, 2025 with Listed Industry Peers
(in ₹ million except percentages and ratios)
Parameter Excelsoft MPS Ksolves Silver Touch Sasken Infobeans
Technologies Limited India Technologies Technologies Technologies
Limited Limited Limited Limited Limited
Revenue from 557.18
1,862.80 376.65 627.49 2,735.31 1,118.50
Operations
Gross Profit 307.79 NA NA NA NA NA
Gross profit Margin (%) 55.24 NA NA NA NA NA
EBITDA 101.77 490.30 99.48 85.73 146.43 232.10
EBITDA Margin (%) 18.27 26.32 26.41 13.66 5.35 20.75
PAT 60.09 352.40 64.25 40.36 100.06 233.20
PAT Margin (%) 10.78 18.92 17.06 6.43 3.66 20.85
Net Worth 3,759.49 N.A N.A N.A N.A N.A
Net Debt 312.04 N.A N.A N.A N.A N.A
Net Debt Equity Ratio 0.08 N.A N.A N.A N.A N.A
ROCE (%)* 2.10 N.A N.A N,A N.A N.A
ROE (%)* 1.61 N.A N.A N.A N.A N.A
Number of clients 101 N.A N.A N.A N.A N.A
Number of new client
6 N.A N.A N.A N.A N.A
additions every year
Average vintage of top
10.50 N.A N.A N.A N.A N.A
10 clients (in years)
Number of employees 1,118 N.A N.A N.A N.A N.A
*not annualised
(b) Comparison of KPIs of Fiscal 2025 with Listed Industry Peers
(in ₹ million except percentages and ratios)
Parameter Excelsoft MPS Limited Ksolves Silver Touch Sasken Infobeans
Technologies India Technologies Technologies Technologies
Limited Limited Limited Limited Limited
Revenue from 2,332.91 7,268.89 1,374.33 2,883.80 5,509.14 3,947.80
Operations
Gross Profit 1,438.61 N.A NA NA NA NA
Gross profit Margin (%) 61.67 N.A NA NA NA NA
EBITDA 732.57 2,227.15 478.60 375.17 229.11 683.80
EBITDA Margin (%) 31.40 30.64 34.82 13.01 4.16 17.32
PAT 346.91 1,489.10 343.20 221.96 505.10 379.70
PAT Margin (%) 14.87 20.49 24.97 7.70 9.17 9.62
Net Worth 3,712.90 4,784.35 207.54 1,337.56 8,033.25 3,322.30
Net Debt 181.79 (686.95) (14.84) 354.85 (342.53) (470.80)
Net Debt Equity Ratio 0.05 N.A NA 0.27 (0.04) (0.14)
ROCE (%) 16.11 44.99 148.56 20.39 8.07 17.48
ROE (%) 10.38 32.23 129.39 17.52 6.29 11.75
Number of clients 99 N.A N.A N.A N.A N.A
Number of new client 17 N.A N.A N.A N.A 6
146Parameter Excelsoft MPS Limited Ksolves Silver Touch Sasken Infobeans
Technologies India Technologies Technologies Technologies
Limited Limited Limited Limited Limited
additions every year
Average vintage of top 10.80 N.A N.A N.A N.A N.A
10 clients (in years)
Number of employees 1,116 3,100 646 764 1,894 1,195
(c) Comparison of KPIs of Fiscal 2024 with Listed Industry Peer
(in ₹ million except percentages and ratios)
Sasken
Excelsoft Ksolves Silver Touch Infobeans
MPS Technolog
Parameter Technologie India Technologies Technologi
Limited ies
s Limited Limited Limited es Limited
Limited
Revenue from 1,982.97 5,453.07 1,086.37 2,243.03 4,067.27 3,685.20
Operations
Gross Profit 1,142.11 N.A N.A N.A N.A N.A
Gross Profit Margin (%) 57.60 N.A N.A N.A N.A N.A
EBITDA 549.73 1,698.94 463.94 249.96 306.99 508.30
EBITDA Margin (%) 27.72 31.16 42.71 11.14 7.55 13.79
PAT 127.53 1,187.68 341.54 160.62 787.38 224.70
PAT Margin (%) 6.43 21.78 31.44 7.16 19.36 6.10
Net Worth 2,973.03 4,598.15 238.32 1,128.75 7,842.81 2,957.90
Net Debt 719.18 (1,103.48) (78.87) 90.35 (534.86) (373.80)
Net Debt Equity Ratio 0.24 0.24 0.33 0.08 0.07 0.13
ROCE (%) 7.59 36.56 198.49 20.01 12.52 12.93
ROE (%) 4.43 26.78 147.80 15.45 10.47 7.92
Number of clients 93 750 150 2,000 N.A 190
Number of New client 15 15 N.A N.A N.A N.A
additions every year
Average Vintage of top 9.5 N.A N.A N.A N.A N.A
10 clients (in years)
Number of employees 1,080 2,441 508 900 1,526 1,134
(d) Comparison of KPIs of Fiscal 2023 with Listed Industry Peers
(in ₹ million except percentages and ratios)
Silver
Excelsoft Ksolves Sasken Infobeans
MPS Touch
Parameter Technologi India Technologi Technologi
Limited Technologi
es Limited Limited es Limited es Limited
es Limited
Revenue from 1,951.04 5,010.47 783.12 1,637.84 4,469.84 3,853.20
Operations
Gross Profit 1,191.82 N.A N.A N.A N.A N.A
Gross Profit Margin (%) 61.09 N.A N.A N.A N.A N.A
EBITDA 681.79 1,567.55 328.57 169.16 1,007.93 710.40
EBITDA Margin (%) 34.94 31.29 41.96 10.33 22.55 18.44
PAT 224.14 1,091.93 247.20 97.13 994.72 359.60
PAT Margin (%) 11.49 21.79 31.57 5.93 22.25 9.33
Net Worth 2,780.77 4,271.47 223.84 951.14 7,193.30 2,715.40
Net Debt 1,105.08 (599.65) (85.79) 6.18 (271.28) (333.30)
Net Debt Equity Ratio 0.37 0.14 0.38 0.01 0.04 0.12
ROCE (%) 11.03 37.29 168.64 15.33 18.03 21.68
ROE (%) 8.41 27.50 126.58 10.69 14.49 14.32
147Number of clients 93 735 40 2,000 N.A 180
Number of New client 10 76 N.A N.A N.A N.A
additions every year
Average Vintage of top 8.0 N.A N.A N.A N.A N.A
10 clients (in years)
Number of employees 1,046 2,236 407 715 1,448 1,121
9. Comparison of KPIs based on additions or dispositions to our business
Except for our acquisition of Enhanzed Education Private Limited vide Share Purchase Agreement dated July 03, 2024
making it our wholly owned Subsidiary, our Company has not made any material acquisitions or dispositions to its
business during the three months period ended June 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023. For details
regarding acquisitions and dispositions made our Company in the last 10 years, see “History and Certain Other Corporate
Matters— Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any
revaluation of assets, etc. in the last 10 years” on page 230.
10. Weighted average cost of acquisition
a) The price per share of our Company based on the primary/ new issue of shares (equity / convertible securities)
Our Company has not issued any Equity Shares or convertible securities, excluding shares issuance of bonus shares,
during the 18 months preceding the date of this Prospectus, where such issuance is equal to or more that 5% of the fully
diluted paid-up share capital of our Company (calculated based on the pre-Offer capital before such transaction(s) and
excluding ESOP shares allotted), in a single transaction or multiple transactions combined together over a span of rolling
30 days.
b) The price per share of our Company based on the secondary sale / acquisition of shares (equity / convertible securities)
There have been no secondary sale / acquisitions of Equity Shares or any convertible securities, where the Promoters,
members of the Promoter Group, Selling Shareholder, or Shareholder(s) having the right to nominate director(s) in the
board of directors of the Company are a party to the transaction (excluding 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-Offer capital before such transaction/s and excluding employee stock options
granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days.
c) Since there are no such transactions to report to under (a) and (b) information based on last 5 primary and secondary
transactions, not older than 3 years prior to the date of this Prospectus irrespective of the size of transactions, is as below:
Primary and Secondary transactions:
Except as disclosed below, there have been no primary and secondary transactions in the last three years preceding the
date of this Prospectus:
Date of allotment No. of Face value Issue price per Nature of Nature of Total
Equity per Equity Equity Share (₹) allotment/tr consideration Consideration
Shares Share (₹) ansaction (in ₹ million)
February 01, 2024 128,747 10 N.A. Transmission N.A. N.A.
March 27, 2024 2,320 10 50 ESOP Cash 0.12
June 25, 2024 44,762 10 50 ESOP Cash 2.24
Weighted average cost of acquisition (WACA) 13.39
148d) Weighted average cost of acquisition, floor price and cap price
Weighted average
Floor price* (i.e. Cap price*
Types of transactions cost of acquisition
₹ 114/-) (i.e. ₹ 120/-)
(₹ per Equity
Share)
Weighted average cost of acquisition of primary / new issue N.A. N.A. N.A.
as per paragraph 10(a) above.
Weighted average cost of acquisition for secondary sale / N.A. N.A. N.A.
acquisition as per paragraph 10(b) above.
Weighted average cost of acquisition of primary issuances / 13.39 8.51 8.96
secondary transactions as per paragraph 10(c) above
*Subject to finalisation of Basis of Allotment.
11. Explanation for Offer Price being 8.96 times of weighted average cost of acquisition of primary issuance price
/ secondary transaction price of Equity Shares (set out in 8(d) above) along with our Company’s key
performance indicators and financial ratios for the three months period ended June 30, 2025 and the Fiscals
2025, 2024 and 2023 and external factors which may have influenced the pricing of the Offer.
• Expertise in product engineering, development and implementation across assessments, digital learning &
information management systems with robust product capabilities.
• Long term relationships with global customers.
• Expertise in delivering fully compliant digital learning and assessment solutions to clients globally.
• Flexibility to work with diversified technologies to provide the right-fit solution, driven by agile methodologies.
• Robust Operating Parameters.
• Experienced Management Team and Promoters with expertise in developing products, backed by a professional
management team and experienced board driving high corporate governance standards.
12. The Offer Price is 12.00 times of the face value of the Equity Shares
The Offer Price is 12.00 times of the face value of the Equity Shares. The Offer Price of ₹ 120/- has been determined by
our Company in consultation with the BRLM, on the basis of assessment of market demand from investors for Equity
Shares through the Book Building Process and is justified in view of the above qualitative and quantitative parameters.
The trading price of Equity Shares could decline due to factors mentioned in “Risk Factors” on page 85 and you may lose
all or part of your investments. Investors should read the above mentioned information along with “Risk Factors”, “Our
Business”, “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on page 39, 194, 272 and 346 respectively, to have a more informed view.
149STATEMENT OF SPECIAL TAX BENEFITS
Date: October 26, 2025
To,
The Board of Directors,
Excelsoft Technologies Limited
1-B, Hootagalli Industrial Area,
Mysore-570018, Karnataka
Sub: Statement of possible special tax benefits available to Excelsoft Technologies Limited (‘the Company’) and
its shareholders under the direct and indirect tax laws, prepared in accordance with the requirements under
Schedule VI (Part A) (9)(L) of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 as amended (“SEBI ICDR Regulations”)
Re: Proposed initial public offering of equity shares of face value of ₹ 10 each (the “Equity Shares”) of Excelsoft
Technologies Limited (“Company” or “Offeror”)
I, Ramaswamy Vijayanand, the statutory auditor of the Company, hereby confirm that the enclosed statement in the
Annexure prepared by the Company and initialed by me and the Company for identification purpose (“Statement”)
which sets out the possible special tax benefits available to the Company, its Shareholders is true, fair and correct as
under:
i. The Income Tax Act, 1961 (the "Act") as amended by the Finance Act, 2025 read with relevant rules, circular and
notifications issued from time to time, applicable for the Financial Year 2025-26 relevant to the Assessment Year
2026-27, presently in force in India; and
ii. The Central Goods and Services Tax Act, 2017 / The Integrated Goods and Services Tax Act, 2017, the Union
Territory Goods and Services Tax Act, 2017 and applicable State Goods and Services Tax Act, 2017 ("GST Acts"), as
amended by the Finance Act 2024 read with relevant rules, circular and notifications issued from time to time,
applicable for the Financial Year 2024-25, presently in force in India.
The Act and the GST Acts as defined above, are collectively referred to as the "Relevant Acts".
This statement of possible special tax benefits is required as per Schedule VI (Part A) (9)(L) of the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (SEBI ICDR Regulations).
While the term 'special tax benefits' has not been defined under the SEBI ICDR Regulations, it is assumed that with respect
to special tax benefits available to the Company, its Shareholders of the Company the same would include those benefits
as enumerated in the statement. Any benefits under the Taxation Laws other than those specified in the statement are
considered to be general tax benefits and therefore not covered within the ambit of this statement. Further, any benefits
available under any other laws within or outside India, except for those specifically mentioned in the statement, have not
been examined and covered by this statement.
Several of these benefits are dependent on the Company, its Shareholders of the Company, as the case may be, fulfilling
the conditions prescribed under the relevant provisions of the statute. Hence, the ability of the Company, its Shareholders,
of the Company to derive the special tax benefits is dependent upon their fulfilling such conditions, which based on
business imperatives the Company and its Shareholders face in the future, the Company, its Shareholders, of the Company
may or may not choose to fulfil.
My views are based on the existing provisions of law and its interpretation, which are subject to change from time to time.
I do not assume responsibility to update the views consequent to such changes.
The benefits discussed in the enclosed statement cover the possible special tax benefits available to the Company, its
Shareholders, of the Company and do not cover any general tax benefits available to them. In respect of non-residents,
the tax rates and the consequent taxation shall be further subject to any benefits available under the applicable Double
Taxation Avoidance Agreement, if any, between India and the country in which the non-resident has fiscal domicile.
The benefits stated in Annexure A & B of this certificate, for possible special tax benefits available to the Company, its
Shareholders of the Company are not exhaustive, and the preparation of the contents stated is the responsibility of the
150Company. The statement is only intended to provide general information to the investors and is neither designed nor
intended to be a substitute for professional tax advice. In view of the distinct nature of the tax consequences and the
changing tax laws, each investor is advised to consult their own tax consultant with respect to the specific tax implications
arising out of their participation in the Offer and I shall in no way be liable or responsible to any shareholder or subscriber
for placing reliance upon the contents of this statement. Also, any tax information included in this written communication
was not intended or written to be used, and it cannot be used by the Company or the investor, for the purpose of avoiding
any penalties that may be imposed by any regulatory, governmental taxing authority or agency.
I do not express any opinion or provide any assurance as to whether:
a. The Company and its Shareholders of the Company will continue to obtain these benefits in the future;
b. The conditions prescribed for availing of the benefits have been/would be met with; and
c. The revenue authorities/courts will concur with the views expressed herein.
The contents of the enclosed statement are based on information, explanations and representations obtained from the
Company on the basis of my understanding of the business activities and operations of the Company. I have relied upon the
information and documents of the Company being true, correct and complete and have not audited or tested them. My view,
under no circumstances, is to be considered as an audit opinion under any regulation or law.
No assurance is given that the revenue authorities/ courts will concur with the views expressed herein. I shall not be
responsible for any loss, penalties, surcharges, interest or additional tax or any tax or non-tax, monetary or non-monetary,
effects or liabilities (consequential, indirect, punitive or incidental) before any authority / otherwise within or outside
India arising from the supply of incorrect or incomplete information of the Company.
I have conducted my examination in accordance with the 'Guidance Note on Reports or Certificates for Special Purposes'
issued by the Institute of Chartered Accountants of India (ICAI) which requires that I comply with ethical requirements
of the Code of Ethics issued by the ICAI. I hereby confirm that while providing this certificate I have complied with the
Code of Ethics issued by the ICAI.
I have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
I hereby consent to be named an “expert” under the Companies Act, 2013, as amended, and my name may be disclosed
as an authority insofar as may be required, in relation to the statements contained therein. I further confirm that I am not
and have not been engaged or interested in the formation or promotion or management of the Company.
This Statement (including Annexures A, B) is intended solely for your information and for inclusion in the Draft Red
Herring Prospectus, Red Herring Prospectus, the Prospectus and any other material to be filed Securities and Exchange
Board of India, relevant stock exchanges and Registrar of Companies, Bengaluru at Karnataka, where applicable, in
connection with the Offer, and is not to be used, referred to or distributed for any other purpose without my prior
written consent. Any subsequent amendment / modification to provisions of the applicable laws may have an impact
on the views contained in my statement. While reasonable care has been taken in the preparation of this certificate,
I accept no responsibility for any errors or omissions therein or for any loss sustained by any person who relies on
it.
This certificate may be relied on by the BRLM, their affiliates and legal counsel in relation to the Offer and to assist the
BRLM in conducting and documenting their investigation of the affairs of the Company in connection with the Offer. I
hereby consent to this certificate being disclosed by the BRLM, if required (i) by reason of any law, regulation, order or
request of a court or by any governmental or competent regulatory authority, or (ii) in seeking to establish a defence in
connection with, or to avoid, any actual, potential or threatened legal, arbitral or regulatory proceeding or investigation.
I also consent to the inclusion of this letter as a part of “Material Contracts and Documents for Inspection” in connection
with this Offer, which will be available for public for inspection
I undertake to immediately communicate, in writing, any changes to the above information/ confirmations to the BRLM
and the Company until the equity shares allotted in the Offer commence trading on the relevant stock exchanges. In the
absence of any such communication from me, the Company, the BRLM and the legal advisors appointed with respect to
151Offer can assume that there is no change to the information/ confirmations forming part of this certificate and accordingly,
such information should be considered to be true and correct.
All capitalized terms not defined herein bear the meaning ascribed to them in the Offer Documents.
Ramaswamy Vijayanand
Chartered Accountant
Membership No.: 202118
UDIN: 2502118BMIAEY2673
Place: Mysore, Karnataka
152STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS
SHAREHOLDERS OF THE COMPANY UNDER INCOME TAX ACT, 1961 (ACT), THE CENTRAL GOODS
AND SERVICES TAX ACT, 2017, THE INTEGRATED GOODS AND SERVICES TAX ACT, 2017 AND THE
APPLICABLE STATES' GOODS AND SERVICES TAX ACTS.
ANNEXURE A
STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS SHAREHOLDERS
UNDER THE APPLICABLE LAWS IN INDIA - INCOME TAX ACT, 1961
Outlined below are the special tax benefits available to Excelsoft Technologies Limited (the "Company") and its
Shareholders under the Income Tax Act, 1961 (the "Act") as amended by the Finance Act, 2025 read with relevant rules,
circular and notifications issued from time to time, applicable for the Financial Year 2025-26relevant to the Assessment
Year 2026-27, presently in force in India.
I. Special tax benefits available to the Company
Excelsoft Technologies Limited (the "Company") is an Indian Company, subject to tax in India. The Company is
taxed on its profits.
Profits are computed after allowing all reasonable business expenditure, laid out wholly and exclusively for the purposes
of the business, including depreciation.
Considering the activities and the business of the Company, the following special tax benefits may be available to them:
a. Lower corporate tax rate: Section 115BAA, as inserted in the Act w.e.f. 1 April 2020 (A.Y. 2020-21), provides that
domestic company can opt for tax rate of 22% plus surcharge at the rate of 10% and health and education cess at the rate
of 4% (effective tax rate of 25.168%), provided the total income of the company is computed without claiming certain
specified deductions and specified brought forward losses and claiming depreciation determined in the prescribed
manner.
In case a company opts for Section 115BAA, provisions of Minimum Alternate Tax ("MAT") would not be applicable
and earlier years MAT credit will not be available for set-off.
The option needs to be exercised on or before the due date of filing the income tax return. Option once exercised, cannot
be subsequently withdrawn for the same or any other subsequent assessment year.
Further, if the conditions mentioned in Section 115BAA are not satisfied in any financial year, the option exercised shall
become invalid for the assessment year in respect of such financial year and subsequent assessment years, and the other
provisions of the Act shall apply as if the option under Section 115BAA had not been exercised.
The company has represented to me that they have opted Section 115BAA of the Act for Assessment Year 2021-22 and
onwards.
b. Deduction in respect of inter-corporate dividends - Section 80M of the Income-tax Act, 1961
As per the provisions of Section 80M of the Act, dividend received, by the Company from any other domestic company or
a foreign company or a business trust shall be eligible for deduction while computing its total income for the relevant
year. A deduction of an amount equal to so much of the amount of income by way of dividends received from such other
domestic company or foreign company or business trust as does not exceed the amount of dividend distributed by it on or
before the date one month prior to the due date of filing return of income under sub-Section (1) of Section 139.
II. Special tax benefits available to the Shareholders of the Company
There are below special tax benefits available to the Shareholders of the Company for investing in the shares of the
Company.
153Dividend income, earned by the shareholders would be taxable in their hands at the applicable rates. However, in case of
domestic corporate shareholders, deduction under Section 80M of the Act would be available on fulfilling the conditions
(as discussed above).
In respect of non-resident shareholders if any, the tax rates, and the consequent taxation shall be further subject to any
benefits available under the applicable Double Taxation Avoidance Agreement, if any, between India and the country in
which the non-resident has fiscal domicile. Except for the above, the Shareholders of the Company are not entitled to any
other special tax benefits under the Act.
Notes:
1. This Annexure is as per the Income Tax Act, 1961 as amended by the Finance Act, 2025 read with relevant rules,
circulars and notifications applicable for the Financial Year 2025-26 relevant to the Assessment Year 2026-27,
presently in force in India.
2. This Annexure covers only certain relevant direct tax law benefits and does not cover any indirect tax law benefits
or benefit under any other law.
3. Health and Education Cess ('cess') at the rate of 4% on the tax and surcharge as shall be applicable, is payable by all
category of taxpayers.
4. This Annexure is intended only to provide general information to the investors and is neither designed nor intended
to be a substitute for professional tax advice. In view of the individual nature of tax consequences, each investor is
advised to consult his/her own tax advisor with respect to specific tax arising out of their participation in the Issue.
5. I understand that the Company has opted for concessional tax rate under Section 115BAA of the Act. Hence, it will
not be allowed to claim any of the following deductions:
i. Deduction under the provisions of Section 10AA (deduction for units in Special Economic Zone).
ii. Deduction under clause (ii a) of sub-Section (1) of Section 32 (Additional depreciation).
iii. Deduction under Section 32AD or Section 33AB or Section 33ABA (Investment allowance in backward areas,
Investment deposit account, site restoration fund).
iv. Deduction under sub-clause (ii) or sub-clause (ii a) or sub-clause (iii) of sub-Section (1) or sub-Section (2AA) or
sub-Section (2AB) of Section 35 (Expenditure on scientific research).
v. Deduction under Section 35AD or Section 35CCC (Deduction for specified business, agricultural extension project).
vi. Deduction under Section 35CCD (Expenditure on skill development).
vii. Deduction under any provisions of Chapter VI-A other than the provisions of Section 80JJAA and Section 80M;
viii. No set off of any loss carried forward or depreciation from any earlier assessment year, if such loss or depreciation
is attributable to any of the deductions referred above;
ix. No set off of any loss or allowance for unabsorbed depreciation deemed so under Section 72A, if such loss or
depreciation is attributable to any of the deductions referred above.
6. No assurance is provided that the revenue authorities/courts will concur with the views expressed herein. My views
are based on the existing provisions of law and its interpretation, which are subject to changes from time to time. I
do not assume responsibility to update the views consequent to such changes.
154ANNEXURE B
STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS
SHAREHOLDERS UNDER THE APPLICABLE LAWS IN INDIA - OTHERS
Outlined below are the special tax benefits available to the Company and its Shareholders under the Central Goods and
Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017 and applicable State Goods and Services Tax
Act, 2017 ("GST Acts"), presently in force in India.
I. Special tax benefits available to the Company
a) Benefits under the Central Goods and Services Act, 2017, respective State / Union Territory Goods and Services
Tax Act, 2017, Integrated Goods and Services Tax Act, 2017 (read with relevant rules prescribed thereunder):
Under GST regime, the exporter has the option to either undertake exports under cover of a Bond/ Letter of Undertaking
(“LUT”) without payment of IGST and claim refund of accumulated input tax credit subject to fulfilment of conditions
prescribed for export or the exporter may export with payment of IGST and claim refund of IGST paid on such exports
as per the provisions of Section 54 of Central Goods and Services Tax Act, 2017. Thus, the Integrated Goods and Service
Tax Act, 2017 permits a supplier undertaking zero rated supplies (which will include the supplier making supplies to
SEZ) to claim refund of tax paid on exports as IGST (by undertaking exports on payment of tax using ITC) or export
without payment of tax by executing a Bond/ LUT and claim refund of related ITC of taxes paid on inputs and input
services used in making zero rated supplies. The Company is availing the benefit of LUT.
II. Special tax benefits available to the Shareholders of the Company
a. The shareholders of the Company are not required to discharge any GST on transaction in securities of the Company.
Securities are excluded from the definition of Goods as defined under Section 2(52) of the Central Goods and Services
Tax Act, 2017 as well from the definition of Services as defined under Section 2(102) of the Central Goods and Services
Tax Act, 2017.
b. Therefore, shareholders of the Company are not eligible to special tax benefits under the provisions of the Central
Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017, respective Union Territory Goods and
Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017, Goods and Services Tax (Compensation to
States) Act, 2017 including the relevant rules, notifications and circulars issued there under.
Notes:
1. This Annexure sets out only the special tax benefits available to the Company and its Shareholders under the Central
Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017 and applicable State Goods and
Services Tax Act, 2017 ("GST Acts"), presently in force in India.
2. This Annexure is only intended to provide general information to the investors and 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 proposed IPO.
3. This annexure covers only indirect tax laws benefits and does not cover any income tax law benefits or benefit under
any other law.
4. These comments are based upon the existing provisions of the specified indirect tax laws, and judicial interpretation
thereof prevailing in the country, as on the date of this Annexure.
5. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. My views are
based on the existing provisions of law and its interpretation, which are subject to changes from time to time. I do not
assume responsibility to update the views consequent to such changes.
155Statement of Possible special tax benefits available to Excelsoft Technologies Pte Ltd., under applicable tax laws
in Singapore
Date October 24, 2025
To,
The Board of Directors,
Excelsoft Technologies Pte Ltd.
101 Cecil Street # 09 – 06
Tong Eng Building
Singapore - 069533
The Board of Directors,
Excelsoft Technologies Limited
1-B, Hootagalli Industrial Area,
Mysore-570018, Karnataka
Dear Sirs/Madams,
Re: Statement of Possible special tax benefits available to Excelsoft Technologies Pte Ltd. , under Singapore tax
laws prepared to comply with the requirements of the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements), 2018 as amended (the “SEBI ICDR Regulations”) in connection with the proposed
initial public offering of equity shares of face value of ₹ 10/- each (the “Equity Shares”) of Excelsoft Technologies
Limited (such offering, the “Offer”)
1. We hereby confirm that the enclosed Annexure 1, prepared by Excelsoft Technologies Pte Ltd, describes the possible
special tax benefits available to Excelsoft Technologies Pte Ltd, under direct and indirect tax laws as stated in the
enclosed Annexure as of the 2025 tax year.
2. Certain of these benefits are dependent on Excelsoft Technologies Pte Ltd., satisfying conditions prescribed under
the relevant provision of the Code and/or other applicable law. Therefore, the ability of Excelsoft Technologies Pte
Ltd., to derive the possible special tax benefits may be dependent upon the satisfaction of such conditions which,
based upon various factors, Excelsoft Technologies Pte Ltd., may or may not ultimately satisfy.
3. The benefits in the enclosed Annexure are not exhaustive and cover the possible special tax benefits available to
Excelsoft Technologies Pte Ltd., and do not cover any general tax benefits available to Excelsoft Technologies Pte
Ltd., The preparation of the contents states in the Annexure is the responsibility of the management of Excelsoft
Technologies Pte Ltd. We are informed that the Annexure is only intended to provide general information to the
investors and is neither designed nor intended to be a substitute for professional tax advice.
4. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult
their own tax consultant with respect to the specific tax implications arising out of their participation in the proposed
initial public offering of equity shares by Excelsoft Technologies Limited (the “Offer”), of which Excelsoft
Technologies Pte Ltd, is a material subsidiary. Neither are we suggesting nor advising the investor to make any
investment based on the statement of possible special tax benefits.
5. We do not express any opinion or provide any assurance as to whether:
a) Excelsoft Technologies Pte Ltd., will continue to obtain these benefits in the future.
b) The conditions prescribed for availing the benefits have been/ would be satisfied; and
c) The revenue authorities/courts will concur with the views expressed herein.
6. The contents of the enclosed Annexure are based on information, explanations, and representations obtained from
Excelsoft Technologies Pte Ltd., and on the basis of their understanding of the business activities and operations of
Excelsoft Technologies Pte Ltd.
7. This Statement is issued solely in connection with the Offer and for disclosure in the draft red herring prospectus, the
red herring prospectus, the prospectus and any other material used in connection with the Offer (together, the “Offer
Documents”), and is not to be used, referred to or distributed for any other purpose.
1568. We further consent to be named as an “expert” as defined under Section 2(38) of the Companies Act, 2013, read with
Section 26(5) of the Companies Act, 2013, in relation to this statement of possible special tax benefits included in the
Offer Documents.
9. This Annexure covers representations with respect to tax laws in the Singapore, based solely on prior engagements
with Excelsoft Technologies Pte Ltd.
10. Any Singapore tax advice contained in this document (including any attachments) is not intended or written by the
practitioner to be used, and cannot be used by any taxpayer, for the purpose of
(i) avoiding penalties that may be imposed on the taxpayer by the Internal Revenue Service, and/or
(ii) supporting the promotion, recommendation, or marketing of any transactions or matter addressed herein
For and on behalf of MGIN Rajan Associates
Chartered Accountants and Public Accountants
Firm Registration Number: T 04PF0191G
Name: D. Govindaraj
Designation: Partner
Membership No.: 01346
Place: Singapore
157Possible Special Tax Benefits
Annexure 1
1. The following are no possible special direct tax benefits available to Excelsoft Technologies Pte Ltd.
2. There are no possible special indirect tax benefits available to Excelsoft Technologies Pte. Ltd.
Notes:
These Annexure sets out the possible special tax benefits available to Excelsoft Technologies Pte Ltd. in Singapore.
No assurance is given that revenue authorities or courts will concur with the views expressed herein. Our views are based
on the existing provisions of law and applicable interpretations thereof, which are subject to change from time to time.
We do not assume responsibility to update the views subsequent to such changes.
This Annexure is intended only to provide general information to investors and is neither designed nor intended to be a
substitute for professional tax advice. In view of the individual nature of tax consequences, each investor is advised to
consult his/her own tax advisor with respect to specific tax arising out of their participation in the Offer.
158Statement of Possible special tax benefits available to Excelsoft Technologies Inc. under applicable tax laws in
the United States of America
Date: October 24, 2025
To,
The Board of Directors,
Excelsoft Technologies Inc.
1 Broadway, 14th Floor,
Cambridge, MA 02142
United States of America (USA)
The Board of Directors,
Excelsoft Technologies Limited
1-B, Hootagalli Industrial Area,
Mysore-570018, Karnataka
Dear Sirs/Madams,
Re: Statement of Possible special tax benefits available to Excelsoft Technologies Inc. under United States tax laws
prepared to comply with the requirements of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements), 2018 as amended (the “SEBI ICDR Regulations”) in connection with the proposed
initial public offering of equity shares of face value of ₹ 10/- each (the “Equity Shares”) of Excelsoft Technologies
Limited (such offering, the “Offer”)
1. We hereby confirm that the enclosed Annexure 1, prepared by Excelsoft Technologies Inc. describes the possible
special tax benefits available to Excelsoft Technologies Inc. under direct and indirect tax laws as stated in the enclosed
Annexure as of the 2025 tax year.
2. Certain of these benefits are dependent on Excelsoft Technologies Inc. satisfying conditions prescribed under the
relevant provision of the Code and/or other applicable law. Therefore, the ability of Excelsoft Technologies Inc. to
derive the possible special tax benefits may be dependent upon the satisfaction of such conditions which, based upon
various factors, Excelsoft Technologies Inc. may or may not ultimately satisfy.
3. The benefits in the enclosed Annexure are not exhaustive and cover the possible special tax benefits available to
Excelsoft Technologies Inc. and do not cover any general tax benefits available to Excelsoft Technologies Inc. The
preparation of the contents states in the Annexure is the responsibility of the management of Excelsoft Technologies
Inc. We are informed that the Annexure is only intended to provide general information to the investors and is neither
designed nor intended to be a substitute for professional tax advice.
4. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult
their own tax consultant with respect to the specific tax implications arising out of their participation in the proposed
initial public offering of equity shares by Excelsoft Technologies Limited (the “Offer”), of which Excelsoft
Technologies Inc. is a material subsidiary. Neither are we suggesting nor advising the investor to make any investment
based on the statement of possible special tax benefits.
5. We do not express any opinion or provide any assurance as to whether:
a) Excelsoft Technologies Inc. will continue to obtain these benefits in the future.
b) The conditions prescribed for availing the benefits have been/ would be satisfied; and
c) The revenue authorities/courts will concur with the views expressed herein.
6. The contents of the enclosed Annexure are based on information, explanations, and representations obtained from
Excelsoft Technologies Inc. and on the basis of their understanding of the business activities and operations of
Excelsoft Technologies Inc.
7. This Statement is issued solely in connection with the Offer and for disclosure in the draft red herring prospectus, the
red herring prospectus, the prospectus and any other material used in connection with the Offer (together, the “Offer
Documents”), and is not to be used, referred to or distributed for any other purpose.
1598. We further consent to be named as an “expert” as defined under Section 2(38) of the Companies Act, 2013, read with
Section 26(5) of the Companies Act, 2013, in relation to this statement of possible special tax benefits included in the
Offer Documents.
9. This Annexure covers representations with respect to tax laws in the United States, based solely on prior engagements
with Excelsoft technologies Inc.
10. Any United States tax advice contained in this document (including any attachments) is not intended or written by the
practitioner to be used, and cannot be used by any taxpayer, for the purpose of
(i) avoiding penalties that may be imposed on the taxpayer by the Internal Revenue Service, and/or
(ii) supporting the promotion, recommendation, or marketing of any transactions or matter addressed herein
For and on behalf of RAM ASSOCIATES
Certified Public Accountants
Firm License Number: 20CB00489700
Name: P.K Ramachandran
Designation: Partner
ID.: 20CC01148500
Place: New Jersey, USA
160Possible Special Tax Benefits
Annexure 1
1. The following are the possible special direct tax benefits available to Excelsoft Technologies Inc.:
Foreign Derived Intangible Income (FDII) Deduction:
IRC Section 250
A deduction up to 37.5% of its "foreign-derived intangible income" (FDII) under Code section 250 is available to
Excelsoft Technologies Inc. Broadly, the calculations underlying the FDII deduction are intended (i) to approximate the
intangible income a US corporation is deemed to earn (generally by considering all amounts over a fixed return on
tangible, depreciable assets to be from intangible assets), and then (ii) determining which portion of such intangible
income is foreign-derived. Such foreign-derived intangible income is generally eligible for the above- referenced
deduction, subject to various conditions and limitations.
Research and Development Tax Credit (R&D):
IRC Section 41
A tax credit for increasing research activities under Code section 41 is available to Excelsoft Technologies Inc. Broadly,
the calculations underlying the R&D tax credit are intended
(i) to incentivize businesses to invest in research and development by providing a credit for qualified research expenses
(QREs), and
(ii) to support innovation and technological advancement within the United States. The credit is generally calculated as
20% of the excess of the QREs for the taxable year over a base amount. The base amount is typically a fixed- base
percentage of the average annual gross receipts of the taxpayer for the four taxable years preceding the taxable year for
which the credit is being determined. Alternatively, taxpayers may elect to use the Alternative Simplified Credit (ASC),
which is 14% of the excess of the QREs for the taxable year over 50% of the average AREs for the three preceding taxable
years.
Stock Acquisitions Treated as Asset Acquisitions, Related Amortization:
IRC Section 338
An election under Section 338 is available to Excelsoft Technologies Inc. to treat certain stock acquisitions as an asset
purchase for US federal income tax purposes.
The primary benefit electing to treat such acquisitions as asset purchases for income tax purposes, is that Excelsoft
technologies Inc. receives fair market value basis in the deemed-acquired assets, permitting prospective depreciation
and/or amortization deductions with respect to such assets.
2. There are no possible special indirect tax benefits available to Excelsoft Technologies Inc.
Notes:
These Annexure sets out the possible special tax benefits available to Excelsoft Technologies Inc., in the United States of
America.
No assurance is given that revenue authorities or courts will concur with the views expressed herein. Our views are based
on the existing provisions of law and applicable interpretations thereof, which are subject to change from time to time.
We do not assume responsibility to update the views subsequent to such changes.
This statement covers only certain possible special tax benefits, read with the relevant rules, regulations, and guidance in
force in the United States. This statement also does not discuss any tax consequences in any country outside the United
States, of an investment in the shares of a United States entity.
The above statement of possible special tax benefits is as per the current tax laws and several of these benefits are
dependent on Excelsoft Technologies Inc. or its shareholders satisfying the conditions prescribed under the relevant
provisions of the Code and/or other applicable law.
This Annexure is intended only to provide general information to investors and is neither designed nor intended to be a
substitute for professional tax advice. In view of the individual nature of tax consequences, each investor is advised to
consult his/her own tax advisor with respect to specific tax arising out of their participation in the Offer.
161SECTION IV – ABOUT OUR COMPANY
INDUSTRY OVERVIEW
The industry research report titled “Report on the Global Assessment and Learning & Development Market” dated
October 24, 2025 (“Arizton Report”) is exclusively prepared and issued for the purpose of the Offer by Arizton Advisory
& Intelligence and commissioned and paid for by our Company engaged through Sirius Management Consulting which
is, a part of Arizton Advisory & Intelligence. Unless noted otherwise, the information in this section is obtained or
extracted from Arizton Report. Further, Arizton Advisory & Intelligence is an independent agency, and is not related to
our Company, our Directors, our Promoters, our Key Managerial Personnel or the BRLM. This report will be available
on the website of our Company at www.excelsoftcorp.com. The data included herein includes excerpts from the Arizton
Report and may have been selective or re-ordered for the purposes of presentation here.
The recipient should not construe any of the contents in this report as advice relating to business, financial, legal, taxation
or investment matters and are advised to consult their own business, financial, legal, taxation, and other advisors
concerning the transaction. For further details, see “Certain Conventions, Currency of Presentation, Use of Financial,
Information and Market Data” on page 34. Also see “Risk Factor titled -Specific sections of this Prospectus disclose
information from an industry report commissioned by us from Arizton Advisory and Intelligence, which is an independent
third-party entity and is not related to the Company, its Promoters or Directors in any manner whatsoever. Any reliance
on such information for making an investment decision in the Offer is subject to inherent risks.” on page 78.
GLOBAL ECONOMIC OUTLOOK
Long-term Economic Projections
According to the IMF’s long-term projections, global growth is expected to remain moderate in the coming decades,
particularly with many developed countries facing challenges such as aging population and slower productivity growth.
In contrast, many emerging markets, especially in Asia, are expected to experience faster growth as they industrialize and
urbanize. Technological innovation, particularly in automation, artificial intelligence, and quantum computing, will
further redefine the global economic landscape. These advancements will create new industries; however, they potentially
disrupt traditional sectors, requiring major adjustments in workforce skills and economic policies.
GDP GROWTH BY KEY ECONOMIES
Table 1 GDP by Key Economies ($ trillion)
Economies 2021 2022 2023 2024 2025* 2026* 2027* 2028*
North America 27.1 29.7 31.7 33.4 34.6 36.0 37.4 38.9
Europe 24.2 24.2 25.8 27.1 28.2 29.3 30.3 31.4
Asia 36.5 36.5 37.0 38.7 41.0 43.6 46.2 49.1
Australia 1.6 1.7 1.7 1.8 1.7 1.9 2.0 2.1
Middle East 2.8 3.5 3.3 3.4 3.6 3.8 4.0 4.3
Global 97.4 101.4 105.6 110.5 115.4 121.3 127.1 133.3
* Projected
Source: IMF, WEO & Arizton
162Table 2 GDP Growth Rate by Key Economies (%)
Economies 2021 2022 2023 2024 2025* 2026* 2027* 2028*
North America 9.7 6.7 5.1 3.6 4.0 4.0 4.0 4.0
Europe -0.1 6.5 5.1 4.0 3.9 3.4 3.5 3.5
Asia -0.1 1.4 4.6 5.8 6.3 6.1 6.1 5.8
Australia 3.6 1.1 3.5 -1.67 4.7 3.5 4.4 4.2
Middle East 23.2 -4.0 5.0 4.8 5.7 5.6 5.3 5.3
Global 4.1 4.2 4.1 4.4 5.0 4.8 4.8 4.7
* Projected
Source: IMF, WEO & Arizton
North America
North America, led by the US and Canada, exhibits a robust economic framework characterized by advanced
infrastructure, technological innovation, and diversified industries. In recent years, North America's GDP growth has
aligned with global trends, however, often surpasses global averages due to strong consumer spending and government
stimulus measures. The US, as the largest economy in this region, heavily influences these trends, with sectors such as
technology, healthcare, and energy being pivotal contributors. However, inflationary concerns and monetary policy
tightening pose challenges to sustained growth.
Europe
Europe’s GDP growth has experienced slower momentum than global averages, primarily due to structural economic
challenges, aging demographics, and the energy crisis exacerbated by geopolitical conflicts. While the European Union
(EU) remains a significant global economic bloc, disparities in growth among member states affect the region's overall
performance. Western European countries exhibit mature economies with limited growth potential, with Eastern
European countries demonstrating higher growth rates driven by emerging markets.
Asia
The region consistently outpaces global GDP growth rates, driven by emerging markets such as India and Vietnam,
alongside established economic powerhouses such as China and Japan. Rapid urbanization, technological adoption, and
expanding middle-class populations contribute to Asia’s dynamic economic landscape. China, despite facing challenges
such as trade tensions and a slowdown in industrial growth, remains a critical engine of regional growth. India’s robust
economic reforms and technology-driven initiatives further enhance Asia’s growth prospects.
Australia
The country’s economic growth typically aligns closely with global trends, however, is bolstered by its strong reliance on
resource exports, particularly to APAC countries. Its GDP growth is supported by mining, agriculture, and service sectors.
Australia’s trade relationships with China and other APAC countries play a significant role in its economic trajectory.
Middle East
The region’s GDP growth is heavily influenced by oil prices, given its reliance on hydrocarbons as a primary economic
driver. Higher oil prices have led to above-average growth in oil-exporting countries such as Saudi Arabia and the UAE
in recent years. Diversification efforts, such as Saudi Arabia's Vision 2030, aim to reduce dependence on oil and foster
growth in sectors such as tourism, renewable energy, and technology.
163REAL GDP GROWTH BY KEY ECONOMIES
Table 3 Real GDP Growth by Key Economies (%)
Economies 2021 2022 2023 2024 2025* 2026* 2027* 2028*
North America 6.0 2.7 2.8 2.6 2.1 2.0 2.1 2.1
Europe 6.4 2.4 1.2 1.7 1.6 1.7 1.6 1.6
Asia 7.1 4.1 4.9 4.5 4.4 4.3 4.1 4.0
Australia 5.5 3.9 2.0 1.0 2.1 2.2 2.2 2.3
Middle East 4.4 6.2 1.3 1.8 3.8 4.1 3.6 3.3
Global 6.6 3.6 3.3 3.3 3.2 3.3 3.2 3.1
* Projected
Source: IMF, WEO & Arizton
GLOBAL INFLATION AND REGIONAL TRENDS
Table 4 Inflation Rate by Key Economies - Annual Percentage Change (%)
Economies 2021 2022 2023 2024 2025* 2026* 2027* 2028*
North America 4.7 7.9 4.2 3.1 2.0 2.1 2.2 2.2
Europe 3.6 10.0 6.3 3.6 3.0 2.5 2.4 2.4
Asia 3.0 6.3 4.9 4.3 3.8 3.4 3.2 3.2
Australia 2.8 6.6 5.6 2.9 3.3 3.0 2.5 2.5
Middle East 11.7 13.4 11.8 9.3 8.4 7.8 7.3 7.1
Global 4.7 8.6 6.7 5.7 4.3 3.6 3.4 3.3
* Projected
Source: IMF, WEO & Arizton
Global inflation trends reflect regional variations influenced by energy prices, supply chain disruptions, and labor market
pressures. North America experienced significant inflation peaks post-pandemic, with projections for stabilization by
2025, driven by tighter monetary policies. Europe faced volatility due to energy dependence and geopolitical disruptions
while transitioning to green energy aims to stabilize inflation. Australia’s inflation, fueled by housing market pressures
and commodity price swings, is expected to return to target ranges with tighter policies. Asia shows a mixed outlook,
with emerging markets such as India facing higher inflation and advanced economies such as Japan maintaining low rates.
In the Middle East, oil-exporting nations benefit from price stability, while import-dependent economies face ongoing
inflationary pressures. Effective monetary policies, energy transitions, and structural reforms will play key roles in
managing inflation across the globe.
CURRENCY OUTLOOK
Table 5 Currency Price Exchange Rates in Comparison to USD
Currency 2020 2021 2022 2023 2024
USD/EURO 0.87 0.84 0.95 0.92 0.92
USD/INR 74.10 73.94 78.60 82.57 83.57
USD/GBP 0.78 0.73 0.81 0.80 0.78
USD/SGD 1.38 1.34 1.38 1.34 1.33
USD/AUD 1.45 1.33 1.44 1.51 1.51
Source: Arizton
164The USD and the SGD tend to exhibit stability while emerging market currencies such as the INR face more volatility.
Commodity-linked currencies such as the AUD remain tied to global price trends, while the Euro and the GBP are
influenced by regional factors.
Reasons for Movement:
Currency movements are influenced by various factors across global and domestic economic conditions. For the USD,
Federal Reserve interest rate policies, safe-haven demand during crises, trade imbalances, and energy prices drive
fluctuations. The EUR is shaped by ECB monetary policies, economic divergence among Eurozone nations, and energy
dependency, especially on natural gas. The INR is impacted by India’s current account deficit, foreign investment flows,
and RBI interventions, while the GBP moves based on Bank of England policies, Brexit aftershocks, and key economic
indicators. The SGD is managed within a controlled float regime by MAS, with global trade demand and interest rate
movements being key factors. The AUD is highly sensitive to commodity prices, Reserve Bank of Australia policies, and
China’s economic performance, given its trade dependency.
LEARNING & DEVELOPMENT (L&D) MARKET
DEFINITION & INTRODUCTION
Learning and Development (L&D) involves equipping employees with the knowledge, skills, and capabilities needed to
enhance job performance and drive organizational success. As a key HR function, L&D encompasses formal training
programs and informal learning experiences, often aligning with talent development and performance improvement.
Organizations that invest in L&D gain higher returns on staffing expenditures, improved profitability, and a culture of
growth and innovation.
The significance of employee training and development has grown, especially with the integration of new technologies
in the workplace. As businesses digitize many of their practices, there is an increasing need for a technically skilled
workforce. L&D serves as a crucial tool to address the widening skills gap and prepare employees for the future by
ensuring they possess the digital literacy required to succeed in the present economy. Employee L&D initiatives can take
various forms, including classroom training, online courses, mentorship programs, and tailored educational opportunities
designed to optimize individual skills.
The Future of L&D
The role of L&D is continually evolving to meet the demands of modern business. A significant challenge in the future
of employee L&D is the growing need for technical skills to keep up with advancements in technology and automation.
According to the World Economic Forum (WEF) AI automation could displace 85 million jobs by 2025.
However, technology also offers solutions, enabling L&D to integrate digital transformation into training initiatives that
produce the skill organizations require. Key strategies include:
• Personalized training programs are prescribed, tracked, and assessed using technology platforms such as LXPs
• Availability of m-learning, allowing employees to learn anytime and anywhere
• Incorporation of HR technology to embed L&D into broader operations, making it an integral part of daily workflows
165MARKET SIZE & FORECAST
Exhibit 1 Global L&D Market 2024-2030 ($ billion)
700.00 9.00%
8.00%
600.00
7.00%
500.00
6.00%
400.00
5.00%
CAGR
7.06%
4.00%
300.00
3.00%
200.00
2.00%
100.00
1.00%
0.00 0.00%
2024 2025 2026 2027 2028 2029 2030
Revenue 390.20 415.52 443.26 473.81 507.63 545.33 587.61
Growth Rate 6.49% 6.68% 6.89% 7.14% 7.43% 7.75%
Source: Arizton
The global L&D market was valued at $390.20 billion in 2024 and is expected to reach $587.61 billion by 2030, growing
at a CAGR of 7.06%.
ROLE AND ADVANTAGES OF AI IN LEARNING & DEVELOPMENT
Artificial Intelligence (AI) is transforming learning and development (L&D) across industries by enabling personalized,
efficient, and data-driven learning experiences. With its ability to process vast amounts of data, identify patterns, and
automate tasks, AI is redefining how organizations train their workforce and how individuals upskill themselves.
Role of AI in Learning and Development
AI plays a transformative role in L&D by enabling personalized learning paths tailored to individual needs and career
goals. It streamlines content creation and curation through natural language processing (NLP), ensuring relevant and
accessible materials. AI also facilitates skill gap analysis, helping organizations align training with strategic objectives.
With real-time feedback tools and intelligent assessments, learners receive instant support to improve performance.
Moreover, AI automates administrative tasks such as scheduling and progress tracking, allowing L&D teams to focus on
strategy. Finally, predictive analytics guide future learning and career development, supporting a forward-looking and
agile workforce.
166________________________________________________________________________________________________
Exhibit 2 Role of AI in Learning & Development
________________________________________________________________________________________________
Personalized Learning Paths
Content Creation and Curation
Skill Gap Analysis
Real-Time Feedback and Assessment
Automation of Administrative Tasks
Predictive Learning and Career Pathing
Source: Arizton
Advantages of AI in Learning and Development
• Enhanced Engagement and Retention: Personalized learning increases engagement, which improves retention and
application of knowledge. AI-driven gamification and interactive tools also make learning more dynamic.
• Scalability: AI allows organizations to deliver consistent, high-quality learning experiences to large and distributed
teams without the need for proportional increases in human resources.
• Data-Driven Decision Making: By providing detailed insights into learner behavior, content effectiveness, and ROI
of training programs, AI empowers L&D teams to make informed decisions and continuously optimize strategies.
• Cost Efficiency: AI reduces the cost of content creation, administration, and program delivery. It also lowers the need
for repeated trainings by improving learning effectiveness.
• Inclusivity and Accessibility: AI can adapt learning experiences to various needs, including those of individuals with
disabilities. Speech-to-text, language translation, and adaptive interfaces make learning more accessible.
AI is transforming learning and development by enabling a shift from uniform training approaches to more tailored,
adaptive, and responsive learning environments. By harnessing AI, organizations can build a future-ready workforce
equipped with the right skills and empowered through continuous, adaptive learning. As technology continues to evolve,
the strategic integration of AI into L&D will be essential to staying competitive and fostering a culture of lifelong learning.
MARKET BY GEOGRAPHY
Learning and development tools foster skill enhancement, improve workforce training, and enhance overall professional
growth across the world. The global L&D landscape is shaped by regional economic conditions, technological
infrastructure, cultural attitudes toward education, and government policies, thereby influencing the adoption of training
programs and learning technologies.
167Table 6 Global L&D Market by Geography 2024−2030 ($ billion)
REGION 2024 2025 2026 2027 2028 2029 2030 CAGR
APAC 141.56 152.13 163.78 176.70 191.10 207.25 225.47 8.07%
EUROPE 106.91 114.05 121.86 130.46 139.99 150.60 162.49 7.23%
NORTH AMERICA 96.54 101.96 107.85 114.29 121.37 129.20 137.92 6.13%
LATIN AMERICA 24.43 25.69 27.07 28.56 30.20 32.00 34.01 5.67%
MIDDLE EAST & AFRICA 20.76 21.69 22.70 23.79 24.98 26.28 27.73 4.94%
TOTAL 390.20 415.52 443.26 473.81 507.63 545.33 587.61 7.06%
Source: Arizton
Table 7 Global L&D Market by Geography 2024−2030 (%)
REGION 2024 2025 2026 2027 2028 2029 2030
APAC 36.28% 36.61% 36.95% 37.29% 37.65% 38.00% 38.37%
EUROPE 27.40% 27.45% 27.49% 27.53% 27.58% 27.62% 27.65%
NORTH AMERICA 24.74% 24.54% 24.33% 24.12% 23.91% 23.69% 23.47%
LATIN AMERICA 6.26% 6.18% 6.11% 6.03% 5.95% 5.87% 5.79%
MIDDLE EAST & AFRICA 5.32% 5.22% 5.12% 5.02% 4.92% 4.82% 4.72%
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Source: Arizton
168Exhibit 3 Global L&D Market by Geography 2024-2030: Incremental & Absolute Growth
70%
197.41
200
59.27% 60%
51.98%
50.59% 50%
150
42.87%
39.23% 40%
33.56%
100
83.90 30%
55.58
20%
50 41.38
10%
9.58 6.97
0 0%
APAC Europe North America Latin America Middle East & Global
Africa
Incremental Growth ($ BN) Absolute Growth
Source: Arizton
The APAC L&D market is experiencing growth, which is largely driven by economic expansion in countries such as
China, India, Japan, South Korea, and Australia. Fueled by a large, diverse workforce and digital transformation, the
APAC region leads the global L&D market. The key drivers in the region include the widespread adoption of digital
technologies such as automation, AI, and data analytics, which necessitate upskilling and reskilling to align with evolving
business needs. The rise of e-learning platforms offers scalable, flexible, and cost-effective solutions, particularly post-
COVID-19, enabling personalized learning and micro-learning modules for the region's vast population. Additionally,
government initiatives such as India’s Skill India and Singapore’s SkillsFuture programs emphasize workforce
development and continuous learning to bridge skills gaps and enhance competitiveness. Notable trends include the
growing focus on digital literacy, data-driven decision-making, and lifelong learning, reflecting the region's commitment
to preparing its workforce for a technology-driven future.
Europe holds a significant share of the global L&D market due to diverse industries such as manufacturing, technology,
and services, with the UK, Germany, and France leading in corporate training. The region benefits from government-
backed initiatives, such as the European Social Fund (ESF) and Erasmus+, promoting lifelong learning, skills
enhancement, and workforce development in response to economic changes, including Brexit and the green energy
transition. Key drivers include the urgent need for workforce upskilling and reskilling due to technological advancements
and job automation, a strong focus on leadership development for succession planning, and the rising adoption of hybrid
work models that demand digital L&D solutions. Emerging trends in Europe’s L&D market include the growth of digital
learning focused on environmental sustainability, digital transformation, and compliance with GDPR regulations,
positioning the region at the forefront of innovative and strategic workforce development.
North America, led by the US and Canada, is a highly developed region in the L&D market, driven by a robust economy,
skilled workforce, and a corporate culture focused on continuous improvement. The region has been a pioneer in adopting
e-learning solutions due to advanced technological infrastructure, widespread internet access, and mobile device
penetration. Key drivers include the increasing focus on workforce upskilling to address skill gaps from emerging
technologies such as AI, ML, and automation, growing demand for remote and hybrid learning models to accommodate
flexible work environments, and corporate emphasis on employee retention and engagement through L&D programs.
Government policies, such as tax incentives supporting workforce development, have further encouraged investment in
L&D initiatives. Industry-specific training needs, especially in healthcare, IT, and manufacturing segments and the rising
use of learning analytics to measure training effectiveness and improve ROI, are the key trends shaping the market.
Latin America is an emerging market for L&D, driven by digital transformation, workforce upskilling, and the rise of e-
learning, despite challenges such as economic instability and uneven technological infrastructure. Countries such as
Brazil, Mexico, and Argentina are increasingly investing in workforce training to address unemployment, boost labor
productivity, and remain competitive globally. Key trends include the adoption of AI, ML, and cloud-based tools for
169personalized and scalable e-learning, accelerated by the COVID-19 pandemic, which fueled the growth of MOOCs and
LMS platforms. Workforce upskilling remains a priority, particularly in fields such as data analysis, coding, digital
marketing, and AI, as industries adapt to rapid technological changes. Additionally, government initiatives promoting
digital literacy and vocational training, often in partnership with private organizations, are strengthening the region's
human capital and supporting economic growth.
The Middle East & Africa region is witnessing steady growth in the L&D market, driven by economic diversification
efforts and investments in workforce skills development. Countries such as the UAE, Saudi Arabia, and South Africa are
spearheading government-led initiatives, such as Saudi Vision 2030 and the UAE's National Innovation Strategy, to
transition to knowledge-based economies by focusing on education, leadership training, and vocational programs. Key
drivers include economic diversification, technological advancements, and government initiatives that prioritize digital
transformation and skills development in sectors such as healthcare, technology, and tourism. E-learning, mobile learning,
and AI-driven solutions are gaining traction, offering flexible, accessible, and technology-focused training. Trends such
as digital literacy, coding, data analysis, and AI upskilling highlight the region's focus on preparing its workforce for
emerging industries, with governments promoting STEM education and innovative learning strategies to combat
unemployment and ensure future readiness.
MARKET BY SEGMENTATION
Segments Covered
Content Type Delivery Method
• Soft Skills • In-person/Face to Face
Learning
• Teaching Skills
• Compliance Training
• Blended Learning
• Online Learning
• Industry-specific Training
CONTENT TYPE INSIGHTS
Exhibit 4 Global L&D Market Insights by Content Type
Source: Arizton
170Soft skills training focuses on enhancing interpersonal and communication skills, emotional intelligence (EI), leadership
abilities, and adaptability, which are vital for effective collaboration, conflict resolution, and team management. The rise
of workforce diversity and globalization requires strong communication skills to navigate multicultural teams and global
partnerships. Companies are increasingly prioritizing leadership development as part of talent management strategies,
recognizing the role of soft skills in inspiring and retaining talent. Additionally, the growing emphasis on mental health
and well-being has elevated the importance of EI in fostering supportive workplace relationships.
The teaching skills training segment provides educators, trainers, and corporate instructors with the skills needed to design
effective learning programs, assess learner progress, and use digital tools for instruction. The rapid adoption of digital
tools, e-learning platforms, and virtual classrooms requires instructors to be proficient in technology-enabled teaching.
With AI-driven platforms and adaptive learning tools, instructors need training to customize content and improve learner
engagement. As businesses prioritize L&D, corporate trainers need enhanced skills to deliver engaging, practical, and
impactful training sessions for employees.
Compliance training ensures that employees understand and adhere to regulatory requirements and company policies,
covering topics such as workplace safety, data protection, and anti-discrimination laws. Stricter regulations across sectors,
especially in finance, healthcare, and manufacturing, make compliance training essential to avoid legal penalties and
ensure workplace safety. As data privacy laws such as GDPR in Europe and CCPA in California become more stringent,
organizations need to train employees on data handling, privacy rights, and cybersecurity practices. Compliance training
on anti-discrimination and harassment prevention has grown as companies commit to creating more inclusive work
environments.
Industry-specific training provides employees with specialized skills and knowledge tailored to their field, such as medical
procedures for healthcare, financial compliance for banking, and operational safety for manufacturing. Sectors such as
healthcare, IT, and finance experience rapid innovation, requiring employees to stay updated with industry-specific skills,
tools, and technologies. Organizations invest in specialized training to boost employee proficiency, productivity, and
innovation, ultimately enhancing their competitiveness. Some industries have unique regulatory requirements (such as
OSHA in manufacturing or FDA guidelines in pharmaceuticals) that mandate sector-specific training to ensure
compliance and maintain quality standards.
DELIVERY METHOD INSIGHTS
Exhibit 5 Global L&D Market Insights by Delivery Method
Source: Arizton
In-person/face to face learning, the traditional format of L&D, involves face-to-face training sessions, workshops,
171seminars, and on-the-job training. While the trend is increasingly digital, certain skills and industries still benefit
significantly from in-person learning, especially where hands-on practice and direct mentorship are essential. Certain
skills, especially those involving physical tasks or complex interpersonal interactions (e.g., healthcare, manufacturing,
leadership training), require a hands-on approach that can only be effectively delivered in person.
Blended learning, which combines online and in-person elements, emerged as a flexible and highly effective L&D
approach. By merging the benefits of both delivery methods, blended learning allows organizations to provide interactive
in-person experiences supplemented by online resources, making it a popular choice for corporations aiming to create a
balanced and flexible training environment.
Online learning, has become a cornerstone of the L&D market, especially following the shift to remote work during the
COVID-19 pandemic. This method includes various formats, such as live virtual training sessions, pre-recorded lectures,
interactive modules, and mobile-friendly platforms. Online learning is ideal for providing accessible, flexible training
opportunities that can accommodate global and distributed workforces. With advancements in technology, organizations
increasingly adopt online platforms that allow employees to learn anywhere, anytime. Cloud-based solutions, AI-driven
personalization, and gamification are making online learning more engaging and tailored to individual learners. As many
companies continue with remote or hybrid work setups, online learning provides a convenient and scalable solution that
can reach employees regardless of location.
Several factors are driving the growth of online learning in the L&D market:
• Technological Advancements: The development of technologies such as AI, ML, cloud computing, and big data has
enabled scalable and personalized online learning experiences. Tools such as virtual classrooms, Learning
Management Systems (LMS), and interactive platforms make remote learning seamless and effective.
• Cost-effectiveness and Accessibility: Online learning reduces the cost of travel, infrastructure, and instructor-led
training, making it more affordable for organizations and learners. It also allows access to learning materials from
anywhere, enhancing flexibility for employees.
• Rise of Hybrid and Remote Work: With the adoption of remote and hybrid work models, organizations increasingly
rely on online learning to upskill their geographically dispersed workforce. Virtual platforms allow employees to learn
at their own pace and on their schedule.
• Mobile and Microlearning Trends: The use of smartphones has made mobile learning a popular choice, providing
easy access to learning materials. Additionally, microlearning—short, focused training modules—caters to busy
professionals, making learning more digestible and engaging.
• Globalization and Workforce Diversity: Organizations operating in multiple regions require standardized yet
scalable L&D solutions. Online learning ensures consistent training delivery while accommodating different time
zones and cultures.
• Government and Corporate Initiatives: Many governments and companies promote online learning to address skills
shortages and prepare workforce for future job requirements. Investments in digital literacy and education reforms
further fuel growth.
These factors collectively enable the scalability, flexibility, and efficiency of online learning, driving its adoption in the
evolving L&D market.
MARKET TRENDS & OPPORTUNITIES
GROWING USAGE OF LEARNING EXPERIENCE PLATFORMS (LXPS)
LXPs have become a transformative trend in the L&D market, reshaping how organizations train and engage their
workforce. Unlike traditional LMSs, which primarily focus on delivering courses, LXPs emphasize a more personalized,
interactive, and user-driven learning experience. A survey by LinkedIn in 2023 found that 68% of L&D professionals see
the transition to LXPs as essential for future learning strategies, with 78% of large organizations already considering or
using LXPs.
172INCREASED DEMAND FOR UPSKILLING & RESKILLING FOR THE FUTURE
The demand for upskilling and reskilling is a significant trend reshaping the global Learning & Development (L&D)
market, driven by rapid technological advancements, shifting workforce needs, and evolving business models. This trend
creates new opportunities in the following ways:
• Technological Disruption: The rise of automation, AI, and digital transformation has rendered traditional skills
insufficient, prompting organizations to invest in upskilling and reskilling programs to prepare employees for future
roles.
• Changing Workforce Dynamics: A multi-generational workforce with diverse skill requirements has increased the
demand for personalized learning solutions. Millennials and Gen Z employees expect continuous learning
opportunities to remain competitive, while older employees seek reskilling to adapt to new workplace technologies.
• Talent Shortages and Skill Gaps: Industries worldwide face a growing mismatch between job requirements and
available skills. Upskilling and reskilling initiatives help organizations close this gap, ensuring a sustainable talent
pipeline and reducing recruitment costs.
• Shift to Lifelong Learning: Organizations are embracing lifelong learning models, offering modular, on-demand
training programs through digital platforms. This creates opportunities for EdTech providers, online training
platforms, and corporate L&D departments to innovate and expand their offerings.
• Government Support and Public-Private Partnerships: Governments worldwide are partnering with private
organizations to fund large-scale upskilling initiatives, especially in emerging economies, further expanding the
market for L&D solutions.
ASSESSMENT & PROCTORING MARKET
DEFINITION & INTRODUCTION
Assessment refers to the systematic process of evaluating an individual’s knowledge, skills, competencies, or
performance. It can take many forms, including quizzes, exams, practical demonstrations, presentations, and portfolios.
These assessments can be:
• Formative, designed to support ongoing learning (e.g., quizzes, skill check-ins)
• Summative, used for final evaluations (e.g., term-end exams, standardized tests)
• Diagnostic, assessing proficiency or identifying gaps
• Adaptive, where test difficulty adjusts based on the test-taker’s responses
Digital assessment platforms integrate features like auto-grading, question randomization, data analytics, and multimedia
support to offer comfortable and more flexible testing experiences.
Proctoring, or invigilation, is the process of supervising exams to prevent cheating and ensure fairness. Traditionally,
proctoring was performed in-person, with proctors overseeing exams in physical locations. However, the rise of online
education and remote learning has led to the development of various proctoring methods designed to maintain integrity
in digital assessments.
There are several types of proctoring, including live online proctoring, where a proctor monitors test-takers in real-time
via video; record-and-review proctoring, which captures the entire testing session for later analysis; and automated
proctoring, which uses AI to monitor and flag suspicious behavior without human intervention. Each of these methods
aims to provide a secure assessment environment while accommodating the flexible learning preferences of modern
learners.
AI and machine learning are being integrated into proctoring solutions to enhance monitoring capabilities and reduce the
need for human intervention. Adaptive assessment technologies are also emerging, allowing assessments to adjust in real-
time based on a learner’s performance, providing a more personalized experience.
Furthermore, the shift toward online and blended learning environments has prompted educational institutions and
organizations to rethink traditional assessment methods. This includes exploring alternative forms of assessment, such as
project-based evaluations and competency-based assessments, which reflect better in real-world skills and knowledge
application.
173MARKET SIZE & FORECAST
Exhibit 6 Global Assessment & Proctoring Market 2024–2030 ($ billion)
25.00 16.00%
14.00%
20.00
12.00%
10.00%
15.00
CAGR
8.00%
11.90%
10.00
6.00%
4.00%
5.00
2.00%
0.00 0.00%
2024 2025 2026 2027 2028 2029 2030
Revenue 10.83 11.81 13.08 14.63 16.50 18.70 21.26
Growth Rate 9.04% 10.75% 11.87% 12.74% 13.34% 13.72%
Source: Arizton
The global assessment & proctoring market was valued at $10.83 billion in 2024 and is expected to reach $21.26billion
by 2030, growing at a CAGR of 11.90%.
Companies in the assessment and proctoring market generate revenue through diverse streams, such as – subscription-
based revenue (monthly/annually), pay-per-use or test-based revenue, customization & integration services, data &
analytics offering, and content development services to meet the needs of educational institutions, enterprises, and
certification bodies.
THE ROLE AND ADVANTAGES OF ARTIFICIAL INTELLIGENCE IN ASSESSMENT AND PROCTORING
AI has transformed the landscape of education and evaluation, particularly in the field of assessment and proctoring. With
the rise of digital learning platforms and remote education, AI technologies are becoming critical in ensuring efficiency,
fairness, and scalability in the evaluation process. By automating various facets of assessments and enabling secure and
scalable proctoring, AI helps address long-standing challenges in both traditional and online examination systems.
Role of AI in Assessment
AI plays a pivotal role in enhancing the design, delivery, and analysis of assessments. Intelligent algorithms can
personalize question sets based on learners' skill levels, track performance trends over time, and offer adaptive testing
models that adjust question difficulty in real time. Natural language processing (NLP) allows AI to evaluate written
responses, essays, and open-ended questions with a level of consistency and objectivity that is often difficult to achieve
through manual grading. AI also supports automatic feedback generation, enabling learners to receive instant, detailed
insights into their performance.
Furthermore, AI enables large-scale testing with minimal human intervention. It can generate randomized test papers,
minimize content overlap, and ensure compliance with curriculum standards. Machine learning models can identify
knowledge gaps and recommend content for remediation, thereby supporting continuous learning and formative
assessment models.
Role of AI in Proctoring
In remote proctoring, AI acts as a virtual invigilator, monitoring test-takers through webcams, microphones, and screen
174activity. Facial recognition and behavior analysis systems detect suspicious actions, such as looking away frequently,
presence of multiple faces, or the use of unauthorized devices. AI-powered proctoring software flags irregularities for
human review, significantly reducing the burden on human invigilators while increasing the scale at which secure
assessments can be conducted.
Some advanced systems also use biometric verification, keyboard pattern recognition, and voice recognition to
authenticate candidate identity and ensure exam integrity. This makes AI particularly valuable for high-stake testing
scenarios such as certification exams, university entrance tests, and professional qualifications.
Advantages of AI in Assessment & Proctoring
• Scalability: AI allows educational institutions and organizations to conduct exams for thousands of candidates
simultaneously across the globe, eliminating logistical constraints.
• Consistency & Objectivity: Automated grading systems minimize human bias and inconsistencies, ensuring fairer
evaluation processes.
• Cost Efficiency: By reducing the need for physical test centers, printed materials, and large proctoring teams, AI helps
cut down the overall cost of assessment delivery.
• Enhanced Security: Real-time monitoring and anomaly detection systems reduce the chances of cheating and
impersonation, safeguarding the credibility of exam outcomes.
• Faster Results & Feedback: AI enables instant scoring and detailed analytics, allowing for quicker result dissemination
and actionable feedback for learners.
• Accessibility & Flexibility: Remote AI proctoring allows learners from diverse geographical and socio-economic
backgrounds to participate in assessments without the need for travel or fixed infrastructure.
AI has emerged as a transformative force in educational assessment and proctoring. By automating and enhancing critical
aspects of these processes, it supports more inclusive, efficient, and secure learning ecosystems. As AI continues to
evolve, its integration into the assessment cycle is expected to deepen, helping institutions develop more adaptive, fair,
and scalable evaluation systems suited for the digital age.
MARKET BY GEOGRAPHY
The global assessment & proctoring market has observed significant growth in recent years due to advances in education
technology, remote learning, and the need for secure and scalable solutions for conducting assessments. Geographically,
this market exhibits distinct characteristics across regions, influenced by factors such as technological infrastructure,
regulatory environments, adoption rates, and education system needs.
Table 8 Global Assessment & Proctoring Market by Geography 2024–2030 ($ billion)
Region 2024 2025 2026 2027 2028 2029 2030 CAGR
North
4.37 4.77 5.29 5.92 6.69 7.59 8.65 12.07%
America
Europe 2.94 3.18 3.51 3.90 4.37 4.92 5.56 11.22%
APAC
2.42 2.68 3.00 3.41 3.89 4.48 5.16 13.45%
Latin
0.63 0.67 0.73 0.80 0.89 0.99 1.10 9.87%
America
Middle East
0.48 0.51 0.55 0.60 0.66 0.72 0.79 8.66%
& Africa
Total 10.83 11.81 13.08 14.63 16.50 18.70 21.26 11.90%
Source: Arizton
175Table 9 Global Assessment & Proctoring Market by Geography 2024–2030 (%)
Region 2024 2025 2026 2027 2028 2029 2030
North
40.31% 40.37% 40.43% 40.50% 40.56% 40.62% 40.68%
America
Europe 27.13% 26.97% 26.80% 26.64% 26.48% 26.32% 26.16%
APAC 22.35% 22.66% 22.97% 23.29% 23.61% 23.94% 24.27%
Latin
America
5.78% 5.68% 5.57% 5.47% 5.37% 5.28% 5.18%
Middle
East & 4.43% 4.33% 4.22% 4.10% 3.98% 3.85% 3.71%
Africa
Total 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Source: Arizton
Exhibit 7 Global Assessment & Proctoring Market by Geography 2024-2030: Incremental & Absolute Growth
12.00 120.00%
113.22% 10.43
98.11%
10.00 100.00%
96.32%
89.26%
8.00 80.00%
75.92%
64.57%
6.00 60.00%
4.28
4.00 40.00%
2.62 2.74
2.00 20.00%
0.48 0.31
- 0.00%
North America Europe APAC Latin America Middle East & Global
Africa
Incremental Growth ($ BN) Absolute Growth (%)
Source: Arizton
North America is the largest and mature market for assessment and proctoring solutions because of the widespread
adoption of e-learning platforms, remote proctoring services, and digital transformation in education. The region benefits
from robust technological infrastructure, high internet penetration, and the presence of key players in the technology and
education sectors. The US remains at the forefront due to its diverse ecosystem of universities, certifying bodies, and
professional licensing boards. Key drivers include the surge in online education post-COVID-19, growing corporate
training and certification programs, and advances in AI and ML that enable real-time fraud detection, identity verification,
and automated proctoring. Additionally, the cost-effectiveness and flexibility of online proctoring solutions have boosted
adoption across educational institutions and businesses. Emerging trends include the integration of AI-driven behavioral
monitoring, the expansion of remote workforce training, and the demand for scalable and secure assessment tools to
accommodate candidates globally.
Europe is a prominent market for assessment and proctoring solutions, driven by the growing adoption of e-learning,
technological advancements, and stringent regulatory compliance. Countries such as the UK, Germany, and France lead
this transformation, particularly in higher education and professional certification programs. Key drivers include the
increasing preference for blended learning models, AI-enabled proctoring tools that detect suspicious behavior and use
biometric verification to ensure test integrity, and the need for cost-effective solutions that eliminate physical
infrastructure and logistical constraints. European organizations are also prioritizing GDPR-compliant platforms to ensure
data security and transparency. A major trend is the integration of advanced technologies such as AI and facial recognition
to provide scalable and efficient online assessment solutions across educational and corporate sectors.
176The APAC assessment and proctoring market is experiencing growth, driven by the increasing adoption of e-learning,
mobile learning, and digital education solutions, particularly in countries such as China, India, Japan, and Australia. Key
drivers include the rise in online education accelerated by the pandemic, government initiatives such as India’s NEP 2020
promoting technology integration in education, and the growing demand for corporate training and certifications in
industries such as IT, healthcare, and finance. Key trends include the rising use of AI-based proctoring tools, secure online
assessment platforms, and mobile-friendly solutions to cater to the region's growing digital education ecosystem.
The assessment and proctoring market in Latin America is gaining momentum, driven primarily by the expansion of e-
learning platforms, advancements in digital infrastructure, and the growing demand for corporate training and
certification. Countries such as Brazil, Mexico, and Argentina lead the region as the pandemic-driven shift to remote
learning accelerates the adoption of online assessments across educational institutions. Key trends include the rise of
online education, the adoption of remote proctoring tools, and the growing role of corporate training programs in
employee upskilling and certification. With a younger population and rising internet penetration, the market is poised for
continued expansion.
The Middle East & Africa is an evolving market for assessment and proctoring solutions, driven by the expansion of e-
learning and digital education, with governments and private institutions promoting online learning platforms.
Technological advancements such as AI, ML, and biometric verification are enhancing proctoring systems, creating
opportunities for AI-based assessment providers. Government initiatives, particularly in countries such as the UAE and
Saudi Arabia, focus on integrating digital technologies into education through reforms that standardize assessments and
improve education quality. Additionally, the growing demand for professional certifications in competitive industries
such as IT, healthcare, and finance is driving the need for secure, high-stakes online assessments. Key trends include
increasing adoption of AI-based proctoring tools, government-backed education reforms, and rising demand for credible
online certification programs.
MARKET BY SEGMENTATION
Segments Covered
Delivery Mode Application End-user
• Online • Academic Assessment • Academic Institutes,
• Offline • Recruitment, Training & Universities & Schools
• Blended Development • Enterprises
• Certification & Licensure • Others
• Others
177INSIGHTS
Exhibit 8 Global Assessment & Proctoring Market Insights by Delivery Mode
Source: Arizton
The global assessment & proctoring market has evolved significantly, reshaped by advancements in technology,
educational reforms, and workforce transformation. One of the most critical dimensions of this evolution is the mode of
delivery. Broadly categorized into online, offline (traditional), and blended delivery modes, each has unique
characteristics across sectors like education, certification, recruitment, and corporate training.
Online mode refers to the use of internet-enabled technologies and platforms to deliver, monitor, and grade tests and
evaluations. It encompasses a range of formats, including multiple-choice tests, coding exercises, essays, simulations, and
adaptive learning-based assessments. Online mode is a cornerstone of modern education and training. By offering
scalability, flexibility, and deep insights, it has transformed how learners are evaluated and how institutions ensure
learning outcomes. Online assessments can be administered to thousands of test-takers simultaneously across multiple
locations, removing geographical and logistical barriers.
Offline mode, also known as traditional or paper-based assessment, has been the backbone of academic and professional
evaluation for centuries. Despite a gradual decline, they remain prevalent in regions with limited digital infrastructure,
especially in parts of Africa, South Asia, and Latin America. They are also used for standardized testing like national
board exams and some recruitment tests. Offline modes are essential where physical manipulation, observation, or face-
to-face interaction is needed, such as in medical, engineering, or vocational testing.
Blended mode combines the strengths of both online and offline delivery, offering a hybrid model where some
components are digitized (e.g., registration, scoring, feedback), while the test may still be conducted in a physical setting
or partially on paper. By combining the familiarity of traditional methods with the efficiency of digital tools, it provides
a flexible bridge to a fully digitized future. As technology and infrastructure continue to evolve, blended assessments will
remain a cornerstone for institutions seeking innovation without disruption. Many educational institutions now conduct
in-person exams but use scanning and OCR technologies to digitize answer sheets for faster evaluation. Enterprises may
conduct in-office onboarding assessments and follow them with online skill evaluations and feedback sessions. This
allows assessments to reflect real-world training while maintaining scalability.
178APPLICATION INSIGHTS
Exhibit 9 Global Assessment & Proctoring Market Insights by Application
Source: Arizton
The application of assessment & proctoring technologies has transformed the way exams are conducted in the digital age.
These technologies offer security, scalability, flexibility, and convenience, enabling organizations and educational
institutions to conduct exams that are fair, reliable, and accessible. From evaluating student performance to certifying
professionals and streamlining recruitment processes, digital assessment tools are becoming integral across sectors. The
market is broadly segmented by application into academic assessment, recruitment, training & development, certification
& licensure, and others.
Academic assessment remains the largest application segment, contributing a substantial share to the global market. It
encompasses K–12 education, higher education, and standardized testing across both private and public institutions. The
growth of e-learning and blended education models—especially post-COVID—has accelerated the adoption of digital
assessment across academic institutions globally.
Countries like the US, UK, India, and Australia are at the forefront, but digital academic testing is also gaining traction
in developing nations through government-backed initiatives.
The recruitment, training & development segment has witnessed significant growth, driven by enterprises' need to
streamline hiring and upskill their workforce. Organizations are increasingly using pre-employment assessments,
psychometric tests, and technical skill evaluations to improve hiring outcomes and reduce churn. The rise of remote
hiring, global talent pools, and AI-driven evaluations has propelled this segment further, especially in tech-heavy and
regulated industries.
The certification & licensure segment plays a critical role in sectors requiring validated credentials—such as healthcare,
finance, law, and IT. This segment focuses on delivering secure, standardized, and often high-stakes examinations.
Remote proctoring, biometric verification, and exam integrity tools are essential features, especially as these certifications
have global recognition and legal implications. This segment has shown strong resilience and continued digitization,
supported by partnerships between certifying bodies and assessment tech firms.
The others category includes a variety of emerging and niche applications such as: language proficiency testing, clinical
and psychological use, customer training evaluations, military and defense aptitude testing, government-led mass literacy
and skills surveys. This category is diverse and evolving, with growing adoption in non-traditional sectors like
179edutainment, lifelong learning, and civic skills assessments.
END-USER INSIGHTS
Exhibit 10 Global Assessment & Proctoring Market Insights by End-user
Source: Arizton
Similarly, the application of assessment & proctoring technologies in academic institutes, schools, and universities has
changed the way students are evaluated and assessed. By providing secure, scalable, and flexible solutions, these
technologies support the growing demand for remote and hybrid learning environments. Enterprises, both private and
government, are critical end-users in the assessment & proctoring market, leveraging these technologies to facilitate
employee training, skill development, and compliance certifications. By adopting online proctoring solutions, companies
can efficiently manage large-scale certification programs, ensure compliance with industry regulations, and cost-
effectively support continuous learning.
Others segment comprise certification bodies, educational publishers, defense agencies, healthcare providers and
government organizations are key end-users in the assessment & proctoring market, each with unique needs and
applications. Educational publishers benefit from the ability to offer secure, scalable, and accessible assessments to a
global audience, while defense agencies rely on proctoring technologies to maintain security and operational readiness.
Government agencies use these technologies to facilitate civil service exams, professional certifications, and regulatory
assessments, ensuring fairness and transparency in public sector roles.
MARKET TRENDS & OPPORTUNITIES
ADOPTION OF MULTIMODAL ASSESSMENT TOOLS
Multimodal assessment, which uses diverse formats such as video, audio, written, and interactive responses, allows for a
more nuanced understanding of students’ knowledge, skills, and abilities. The adoption of multimodal tools is creating
new avenues for growth in regions with strong digital infrastructure, such as North America, Europe, and parts of APAC
Meanwhile, APAC, where countries such as India and China have vast learner populations and diverse linguistic needs,
presents an opportunity for platforms to cater to multilingual and multimodal assessments, enabling broader access to
high-stake testing and certifications.
180GROWING POPULARITY OF GAMIFICATION & INTERACTIVE ASSESSMENT
Gamification refers to the integration of game design elements in non-game contexts to motivate and enhance user
engagement. In education, this involves using points, badges, leaderboards, and challenges to create a more dynamic and
interactive learning environment. The allure of gamification lies in its ability to make learning enjoyable, thereby
increasing student motivation and retention. A study by The New Media Consortium found that 80% of teachers believe
gamification significantly enhances the learning experience.
Gamification not only serves to engage students but also provides educators with valuable data on performance and
learning patterns. This data can be used to tailor instructional strategies, ensuring that learners receive personalized
support. As a result, educational institutions and training organizations are increasingly adopting gamified assessments to
improve learning outcomes and streamline evaluation processes.
LOCKDOWN BROWSERS: A TRENDING SOLUTION IN ASSESSMENT & PROCTORING MARKET
Lockdown browsers are gaining traction as an essential tool for maintaining academic and professional examination
integrity in online environments. By restricting user access to unauthorized applications, websites, and resources during
assessments, they address key concerns of cheating and exam malpractice. Institutions and businesses now prioritize tools
such as lockdown browsers to ensure credibility in assessments, driving investment in this technology. Growth in markets
such as corporate training, certifications, and higher education.
Lockdown browsers integrate advanced features such as - AI-driven behavior monitoring (e.g., gaze detection, activity
tracking), and compatibility with Learning Management Systems (LMS) for seamless workflows. Today universities and
certification bodies rely on lockdown browsers for hybrid proctoring (live and AI-driven), enabling large-scale
assessments.
THREATS AND CHALLENGES TO THE INDUSTRY
• The global assessment and proctoring market witnessed significant growth in recent years, largely fueled by the
increasing demand for online education and remote testing solutions. However, despite its potential, the adoption of
technology-driven assessment and proctoring solutions faces several technical challenges. These challenges not only
impede the efficiency of the assessment processes but also affect the overall user experience for both institutions and
learners.
• One of the foremost challenges in the adoption of assessment and proctoring technologies is inadequate infrastructure,
particularly in developing regions. Many educational institutions and testing centers struggle with unreliable internet
connectivity, insufficient hardware, and outdated software systems. Without robust infrastructure, the implementation
of advanced online proctoring solutions becomes problematic, leading to disruptions during assessments and increased
anxiety among test-takers.
• Another significant barrier is the difficulty of integrating new assessment technologies with existing educational
systems. Many institutions rely on legacy systems that are not designed to accommodate modern proctoring solutions.
The integration process can be complex, requiring extensive technical expertise and resources, which many
institutions lack.
• Security is a paramount concern in the assessment and proctoring market. The rise of online assessments has brought
forth challenges related to data privacy, cheating, and identity verification. Institutions must ensure that the technology
used for proctoring is secure and can effectively prevent fraud while safeguarding personal information. However,
many existing solutions face vulnerabilities, which can compromise the integrity of the assessment process.
• As the demand for online assessments continues to grow, scalability becomes a critical concern. Many proctoring
solutions struggle to accommodate many simultaneous users, leading to performance issues and delays. This is
particularly problematic during peak testing periods, such as exam seasons, when the demand for assessments surges.
• The introduction of technology in assessments, such as automated essay scoring and AI-based evaluations, attempts
to mitigate this subjectivity. However, these solutions come with their challenges, including the potential for
algorithmic bias and the inability to fully understand nuances in human expression and thought. Therefore, ensuring
that assessments maintain objectivity and reliability remains a persistent challenge in the market.
• Various assessment methods, such as project-based evaluations, portfolios, and peer reviews, can serve as substitutes
181for traditional testing and proctoring methods. These alternatives may be perceived as more engaging or effective by
some institutions. Some organizations may opt to develop their own in-house assessment tools, reducing their reliance
on external providers.
• Industry rivalry in the global assessment and proctoring market is high, driven by numerous competitors, continuous
innovation, and price sensitivity. The assessment and proctoring market is characterized by a mix of established
players and emerging startups, leading to intense competition. Companies continuously innovate to offer differentiated
products and services, such as enhanced security features for remote proctoring or data analytics capabilities for better
insights into learner performance. This ongoing innovation intensifies rivalry. As buyers seek cost-effective solutions,
price competition among providers may escalate, affecting profitability.
SOFTWARE-AS-A-SERVICE (SAAS) MARKET
DEFINITION & INTRODUCTION
Software as a Service (SaaS) is a software distribution model in which a cloud provider hosts applications and delivers
them to end-users via the internet. Unlike traditional software, which typically requires on-premises installation and
upfront purchasing, SaaS allows users to access applications over the internet on a subscription basis. This model is
powered by cloud computing, with software hosted on remote servers managed by a service provider, enabling users to
leverage advanced technology without extensive infrastructure or maintenance.
SaaS has found applications across diverse sectors, transforming business operations in industries such as finance,
healthcare, education, and retail. In finance, SaaS solutions provide secure platforms for transaction processing and
customer service management. In healthcare, SaaS enables secure data sharing, telemedicine, and patient management,
while in education, it supports virtual learning and administrative functions.
MARKET SIZE & FORECAST
Exhibit 11 Global SaaS Market 2024–2030 ($ billion)
800.00 25.00%
700.00
20.00%
600.00
500.00
15.00%
CAGR
400.00
18.79%
10.00%
300.00
200.00
5.00%
100.00
0.00 0.00%
2024 2025 2026 2027 2028 2029 2030
Revenue 261.10 308.26 364.69 432.47 514.20 613.21 733.72
Growth Rate 18.06% 18.31% 18.58% 18.90% 19.26% 19.65%
Source: Arizton
The global SaaS market was valued at $261.10 billion in 2024 and is expected to reach $733.72 billion by 2030, growing
at a CAGR of 18.79% during the forecast period.
THE ROLE AND ADVANTAGES OF AI IN THE SAAS MARKET
AI has emerged as a transformative force across multiple industries, and its integration within the SaaS market has
significantly accelerated innovation, efficiency, and personalization. AI serves as the technological engine that drives
smarter, faster, and more user-centric SaaS applications. One of its primary roles is automation—enabling SaaS platforms
to perform complex tasks such as data entry, customer support, or fraud detection with minimal human intervention. For
182instance, AI-powered chatbots in CRM platforms handle thousands of customer queries simultaneously, improving
service responsiveness.
AI also powers predictive analytics within SaaS applications. By analyzing vast datasets, AI helps organizations predict
sales trends, customer churn, or equipment maintenance needs. This not only enhances decision-making but also aligns
software more closely with business goals. Moreover, NLP enables intuitive interfaces such as voice-based commands
and smart search, making SaaS platforms more accessible and user-friendly.
AI's ability to continuously learn and improve from user interactions allows SaaS vendors to offer hyper-personalized
experiences, from customized dashboards to targeted recommendations. This adaptability makes SaaS tools more relevant
to end-users and reduces churn rates.
Advantages of AI in SaaS
• Enhanced Operational Efficiency: AI automates repetitive and time-consuming tasks, allowing businesses to allocate
resources more strategically. This increases productivity and reduces operational costs.
• Improved Decision-Making: AI-driven analytics offer deep insights into customer behavior, market trends, and
business performance. These insights enable more informed and agile strategic decisions.
• Scalability: AI allows SaaS platforms to handle larger volumes of data and users without performance degradation,
making it easier to scale solutions as business demands grow.
• Superior Customer Experience: With features such as real-time assistance, sentiment analysis, and personalized
content delivery, AI significantly enhances user satisfaction and engagement.
• Proactive Issue Resolution: Predictive maintenance and anomaly detection capabilities powered by AI help SaaS
providers anticipate and resolve challenges before they impact the user, improving uptime and reliability.
• Continuous Innovation: AI enables rapid iteration and improvement in SaaS products. Features such as automated
A/B testing or adaptive user interfaces allow developers to refine services based on real-time feedback.
MARKET BY GEOGRAPHY
Table 10 Global SaaS Market by Geography 2024 – 2030 ($ billion)
REGION 2024 2025 2026 2027 2028 2029 2030 CAGR
NORTH AMERICA 116.53 138.32 164.49 196.02 234.17 280.51 337.06 19.37%
EUROPE 69.37 80.93 94.57 110.74 129.99 152.99 180.63 17.29%
APAC 48.28 58.23 70.37 85.23 103.48 125.98 153.86 21.31%
LATIN AMERICA 16.40 18.93 21.89 25.36 29.44 34.27 40.01 16.03%
MIDDLE EAST & AFRICA 10.52 11.85 13.37 15.12 17.13 19.45 22.16 13.22%
TOTAL 261.10 308.26 364.69 432.47 514.20 613.21 733.72 18.79%
Source: Arizton
Table 11 Global SaaS Market by Geography 2024–2030 (%)
REGION 2024 2025 2026 2027 2028 2029 2030
NORTH AMERICA 44.63% 44.87% 45.10% 45.33% 45.54% 45.74% 45.94%
EUROPE 26.57% 26.25% 25.93% 25.61% 25.28% 24.95% 24.62%
APAC 18.49% 18.89% 19.30% 19.71% 20.12% 20.54% 20.97%
LATIN AMERICA 6.28% 6.14% 6.00% 5.86% 5.73% 5.59% 5.45%
MIDDLE EAST & AFRICA 4.03% 3.85% 3.67% 3.50% 3.33% 3.17% 3.02%
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Source: Arizton
183Exhibit 12 Global SaaS Market by Geography 2024-2030: Incremental & Absolute Growth
500 472.62 250%
450
218.71%
400 200%
189.25%
181.01%
350
160.36%
300 150%
144.03%
250 220.53
110.59%
200 100%
150
111.25 105.59
100 50%
50 23.62
11.64
0 0%
North America Europe APAC Latin America Middle East & Global
Africa
Incremental Growth ($ BN) Absolute Growth (%)
Source: Arizton
The North America SaaS market is growing because of high cloud adoption, the growing need for remote work tools,
data-driven decision-making, and robust cybersecurity requirements. Businesses are shifting from traditional software to
SaaS solutions for cost efficiency, scalability, and flexibility, particularly in industries such as IT, healthcare, retail, and
manufacturing. The rise of hybrid and remote work has spurred the adoption of collaboration tools such as Zoom,
Microsoft Teams, and Slack while increasing reliance on SaaS analytics tools supports data-driven decision-making and
business intelligence. Additionally, stringent data protection regulations, such as HIPAA and GDPR, are pushing
organizations to adopt secure, compliant SaaS solutions, particularly in sectors such as healthcare and finance. A key
trend includes the growth of vertical-specific SaaS applications tailored to meet unique industry needs, further driving
adoption and market penetration across North America.
Europe is the second-largest market for SaaS, with steady growth on account of large enterprises and SMEs, particularly
in the UK, Germany, and France. The region's focus on data privacy, especially with GDPR, has heightened demand for
secure, compliant SaaS solutions, prompting providers to prioritize data security and offer region-specific tools. Key
trends in the European SaaS market include the rising adoption of cloud solutions for CRM, ERP, and HR management,
particularly in industries such as finance, healthcare, and retail. Additionally, the increasing expansion of SMEs and
startups, supported by government incentives for digital transformation, is contributing to the growth of SaaS in the
region.
The SaaS market in the APAC region is growing, driven by the digital transformation of economies such as China, India,
Japan, and South Korea. Governments in these countries are promoting digital initiatives, such as "Digital India" and
"Smart Cities," boosting SaaS adoption. The proliferation of internet and mobile connectivity, coupled with widespread
smartphone use, is fueling the demand for mobile-first SaaS solutions. Enterprises across APAC are investing heavily in
cloud infrastructure, preferring SaaS for its seamless integration with existing cloud environments. Additionally, the
growth of e-commerce, digital payments, and fintech applications is driving the demand for SaaS solutions in areas such
as inventory management, payment processing, and customer service. Key trends include increasing mobile-first SaaS
adoption, cloud investments by enterprises, and the expansion of e-commerce and fintech platforms.
The SaaS market in Latin America is expanding led by countries such as Brazil and Mexico, particularly in sectors such
as retail, telecommunications, and banking. Growing digital transformation efforts, increased mobile and internet
penetration, and emerging startup ecosystem in the region are the key drivers of SaaS adoption. Businesses in sectors
such as e-commerce, healthcare, and education are increasingly utilizing cloud-based solutions for CRM, ERP, and LMS
systems. The rise of mobile-first SaaS applications is a notable trend, as providers tailor solutions for smartphones to cater
to the growing mobile user base. Additionally, the fintech sector's demand for secure, scalable, and customizable cloud-
based solutions is creating a significant growth area.
The Middle East & Africa region is emerging as a key market for SaaS due to the government-led digital transformation
initiatives in countries such as the UAE, Saudi Arabia, and Turkey, aimed at modernizing economies and reducing
reliance on oil. Significant investments in cloud infrastructure by global providers such as Microsoft Azure, AWS, and
Google Cloud are enhancing SaaS accessibility and scalability, while local data centers improving service delivery. The
184region’s rapid mobile internet adoption is fueling the popularity of mobile-optimized SaaS solutions, particularly in retail,
education, and healthcare sectors. Key trends include the increasing penetration of ERP and CRM tools in industries such
as oil and gas, retail, and banking, aimed at boosting operational efficiency and customer experience.
MARKET BY SEGMENTATION
DEPLOYMENT MODEL INSIGHTS
Exhibit 13 Global SaaS Market Insights by Deployment Model
Source: Arizton
The public SaaS deployment model offers a flexible, cost-effective, and scalable solution for businesses seeking to
optimize their operations with cloud-based software applications. Its ability to provide easy access, automatic updates,
and rapid scalability makes it an attractive option for organizations of all sizes. While challenges such as data security,
limited customization, and vendor lock-in exist, the ongoing advances in cloud technology and the growing demand for
digital services indicate that the public SaaS market will continue to expand, shaping the future of how software is
delivered and consumed.
The private SaaS deployment model provides businesses enhanced security, control, and customization, making it
185
Segments Covered
Deployment Model Industry
• Banking, Financial
• Public
Services & Insurance
• Private (BFSI)
• Hybrid • Retail & E-commerce
• Healthcare
• Manufacturing
• Education
• Travel & Hospitality
• Othersparticularly attractive to industries with strict regulatory and compliance requirements. While the model comes with
higher costs and more complex implementation, its benefits in terms of data protection, performance, and compliance
make it a vital option for organizations that prioritize these factors.
The hybrid SaaS deployment model offers a compelling alternative to fully on-premises or cloud-based solutions by
combining the best of both worlds. Its ability to offer enhanced security, cost-effectiveness, scalability, and customization
makes it an appealing choice for organizations looking to modernize their IT infrastructure while maintaining control
over sensitive data. While challenges such as management complexity and security risks exist, the hybrid SaaS model is
well-positioned to support businesses in their journey toward digital transformation.
INDUSTRY INSIGHTS
Exhibit 14 Global SaaS Market Insights by Industry
Source: Arizton
SaaS is transforming the banking, financial services, & insurance (BFSI) industry by offering scalable, flexible, and cost-
efficient solutions that address the unique challenges of this sector.
SaaS has become a cornerstone of innovation in the retail and e-commerce industries, providing businesses with the tools
to scale efficiently, adapt to changing consumer behavior, and offer personalized, omnichannel experiences.
Similarly, SaaS-based solutions in the healthcare industry aid in delivering scalable, cost-effective, and innovative
solutions that improve patient care, streamline operations, and enhance data management. With robust market growth,
increasing demand for digital healthcare services, and advances in cloud-based technologies, the future of SaaS in
healthcare is promising.
SaaS solutions have increased efficiency, collaboration, and real-time data-driven decision-making in the manufacturing
industry. The integration of advanced technologies such as AI, IoT, and big data analytics is playing a pivotal role in
reshaping manufacturing processes.
186SaaS-based solutions provide scalable, cost-effective, and innovative solutions in the education industry, thereby
enhancing learning outcomes and operational efficiency. With growing internet penetration, advances in AI and
immersive learning technologies, and the global shift toward remote and hybrid education, SaaS is set to play a pivotal
role in shaping the future of education.
SaaS has become an essential tool for the travel & hospitality industry, offering significant benefits in terms of operational
efficiency, customer experience, and cost savings.
The SaaS model is transforming various industries, including real estate, media & entertainment, transportation, and
government entities. With significant growth projected across these sectors, driven by the increasing need for efficiency,
data analytics, and digital transformation, SaaS is becoming an indispensable part of the modern business ecosystem.
MARKET TRENDS & OPPORTUNITIES
GROWING USAGE OF LEARNING EXPERIENCE PLATFORMS (LXPS)
LXPs have become a transformative trend in the L&D market, reshaping how organizations train and engage their
workforce. Unlike traditional LMSs, which primarily focus on delivering courses, LXPs emphasize a more personalized,
interactive, and user-driven learning experience. A survey by LinkedIn in 2023 found that 68% of L&D professionals see
the transition to LXPs as essential for future learning strategies, with 78% of large organizations already considering or
using LXPs.
GROWING POTENTIAL OF GENAI TOOLS IN L&D
With the inclusion of GenAI tools in the L&D landscape, opportunities for customization, engagement, and efficiency
have increased. These tools, powered by advanced AI models, generate content in various formats, from text and audio
to video and code. Key GenAI trends driving growth in the L&D market include:
• Personalized Learning Paths: GenAI tools analyze learner data to create tailored learning experiences, adjusting
content, difficulty, and pace based on individual skills, preferences, and progress. This ensures more relevant and
engaging training programs.
• Content Creation and Automation: GenAI simplifies and accelerates the creation of learning materials, such as
training modules, quizzes, videos, and instructional guides. It automates repetitive tasks, enabling educators and
corporate trainers to focus on strategy and delivery.
• AI-Powered Virtual Coaches and Assistants: GenAI chatbots and virtual assistants provide real-time support,
answering queries, clarifying doubts, and offering feedback during learning sessions. These tools create interactive
and accessible learning environments.
• Immersive Learning through Simulations: GenAI integrates with VR/AR technologies to generate dynamic, lifelike
simulations for training scenarios, enhancing experiential learning in fields such as healthcare, manufacturing, and
customer service.
• Natural Language Processing (NLP) for Training: Advanced NLP enables GenAI to provide speech recognition,
language translation, and sentiment analysis, which improves communication skills training and supports global,
multilingual workforces.
• Content Curation and Knowledge Summarization: GenAI helps in curating vast learning resources, summarizing
key takeaways, and presenting relevant content based on learner needs. This saves time and improves information
retention.
• Skill Gap Analysis and Workforce Development: GenAI tools analyze employee performance data to identify skill
gaps and recommend targeted training, ensuring alignment with organizational goals and future workforce needs.
Adaptive Assessments and Feedback: GenAI enables intelligent, adaptive assessments that evaluate learner
progress in real-time and provide actionable feedback for improvement, enhancing skill mastery and outcomes.
INCREASE IN LOW-CODE AND NO-CODE PLATFORMS
Low-code and no-code platforms have gained notable traction in recent years. This rapid growth reflects a rising demand
from businesses seeking efficient ways to meet digital transformation goals, particularly given a persistent shortage of
software developers and growing pressure to expedite project delivery timelines. According to a study forecast, by 2025,
globally 70% of new applications developed by enterprises will use low-code or no-code technologies, up from less than
25% in 2020.
187Driving Factors of Low-code/No-code Adoption in SaaS
• Skill Shortages in IT and Software Development: A shortage of skilled software developers has made it challenging
for businesses to meet growing demands for applications and automation. For instance, organizations using low-
code/no-code development report a 74% faster deployment time for apps and workflows than traditional coding
methods.
• Customization and Flexibility in SaaS Offerings: Companies such as Salesforce have successfully leveraged low-
code technology through their Lightning Platform, empowering users to build custom applications, streamline
workflows, and enhance productivity without extensive coding expertise.
• Cost and Time Efficiency: Low-code and no-code platforms mitigate these costs by offering pre-built templates,
drag-and-drop interfaces, and other simplified tools, cutting development time by over 50%. SaaS companies benefit
as these platforms reduce dependency on developer resources and enable faster customer onboarding and scaling.
RISE OF INTEROPERABILITY AND OPEN APIS
A significant trend transforming the SaaS landscape is the rise of interoperability and open Application Programming
Interfaces (APIs), which enable seamless integration across systems and foster collaboration among diverse platforms.
As organizations adopt more digital tools, the demand for connectivity between applications has intensified, making
interoperability and open APIs essential for SaaS providers.
A primary factor behind this growth is the increasing adoption of open APIs that empower SaaS applications to integrate
easily into large ecosystems of enterprise software. APIs allow data exchange and communication between applications,
making them indispensable for businesses relying on diverse software tools for daily operations. According to Postman’s
2023 API report, companies with over 1,000 employees utilize an average of 15 APIs across their systems, emphasizing
the demand for interoperable SaaS applications.
A recent survey by MuleSoft found that 92% of organizations are undertaking digital transformation initiatives, with 54%
identifying API-led connectivity as the primary component of these efforts. In addition, 84% of businesses in the survey
reported that interoperability and integration are crucial to their overall success. The increased reliance on APIs also
correlates with a surge in revenue. Companies with APIs saw an average increase of 12% in business growth due to
improved integrations and customer satisfaction, according to a survey by Google Cloud.
INCREASE IN ADOPTION OF VERTICAL SAAS
The global SaaS market has seen rapid growth, with vertical SaaS emerging as a dominant trend that promises specialized,
industry-tailored solutions. Unlike horizontal SaaS, which offers generalized software applicable across various industries
(such as CRM or project management software), vertical SaaS is customized for specific industries, addressing the unique
needs of specific sectors. This approach allows companies to maximize efficiency, streamline workflows, and achieve
industry-specific compliance, making vertical SaaS solutions particularly attractive to enterprises that require specialized
functionalities.
As more industries move toward digital transformation, companies seek cloud-based solutions that align with their distinct
requirements. This shift has positioned vertical SaaS to grow at an even faster pace than general SaaS, with estimates
suggesting that vertical SaaS could account for nearly 50% of the SaaS market by 2030.
Vertical SaaS in Education
The education industry exemplifies the transformative potential of vertical SaaS, especially given the recent emphasis on
e-learning and digital management systems. A 2023 survey by EdTech Magazine revealed that 89% of higher education
institutions in the US plan to increase spending on SaaS solutions, with 65% specifically seeking industry-tailored
applications that streamline learning and administration. As a result, more SaaS companies are pivoting toward vertical
solutions to capture this market demand.
Key growth factors driving the adoption of SaaS in the education sector include:
• Increased Demand for E-Learning Solutions: The growing preference for online education, especially after the
pandemic, has led to a rise in the demand for SaaS platforms that enable remote learning, virtual classrooms, and
collaboration tools.
188• Scalability and Flexibility: SaaS platforms offer scalable solutions that can easily grow with educational institutions,
accommodating varying numbers of users and adapting to changing needs without requiring heavy infrastructure
investments.
• Cost-Effectiveness: SaaS eliminates the need for on-premises hardware, maintenance, and software updates, making
it a cost-effective solution for educational institutions, especially with limited budgets.
• Ease of Access and Collaboration: SaaS applications provide educators and students with easy access to learning
resources from any device with an internet connection, promoting seamless collaboration and improving the overall
learning experience.
• Data Analytics and Performance Tracking: SaaS solutions enable educational institutions to track student
performance, analyze data, and personalize learning experiences, driving improved outcomes and supporting data-
driven decision-making.
• Integration with Existing Tools: SaaS platforms integrate with various educational technologies such as Learning
Management Systems (LMS), communication tools, and administrative software, streamlining operations and
enhancing the teaching-learning process.
PEER LANDSCAPE
Operational Parameters
------------------------------------------------------------------------------------------------------------------------------------------------
Table 12 Peers’ Operational Parameters Overview
------------------------------------------------------------------------------------------------------------------------------------------------
Company Founded Headquarters Product/Service Business Overview
Year Offerings
Excelsoft 2000 India E-learning solutions, Excelsoft Technologies provides
Technologies content development, comprehensive e-learning solutions,
assessment tools including content development, LMS
platforms, and customized learning
tools for diverse industries.
Infobeans 2000 India Digital Infobeans specializes in high-touch
Technologies transformation, digital transformation services with a
Salesforce, focus on cloud platforms, automation,
ServiceNow, UX/UI and enterprise integration, serving
design, enterprise clients mainly in the US and Europe.
mobility
Ksolves India 2012 India Software Ksolves delivers enterprise-grade
development, AI/ML technology solutions focusing on
solutions, Big Data, cloud, data, and AI services. It caters
Salesforce, Odoo, to startups and large businesses in
DevOps various sectors globally.
MPS 1970 India Content solutions, MPS Limited provides content and
digital publishing, platform solutions to publishers,
eLearning platforms, learning companies, and educational
SaaS products, IT institutions across the globe. It
services operates across digital, print, and AI-
based learning support.
Sasken 1989 India Product engineering, Sasken is a pioneer in product
Technologies embedded systems, engineering and digital
telecom R&D transformation for automotive,
services, digital semiconductors, industrials, and
transformation enterprise-grade communication
systems.
189Silver Touch 1995 India IT consulting, ERP Silver Touch serves government and
Technologies solutions, e- corporate clients with customized IT
Governance and digital transformation solutions,
platforms, cloud, with a strong presence in e-
cybersecurity, app Governance projects in India and
development abroad.
Source: Company Website & Arizton
Financial Benchmarking
------------------------------------------------------------------------------------------------------------------------------------------------
Table 13 Comparison of KPIs of the three months period ended June 30, 2025 with Listed Industry Peers
------------------------------------------------------------------------------------------------------------------------------------------------
Parameters Excelsoft Technologies MPS Ksolves India Silver Touch Sasken Infobeans
Limited Limited Limited Technologies Technologies Technologies
Limited
Revenue from 557.18 1,862.8 376.65 627.49 2,735.31 1,118.50
Operations 0
Gross Profit 307.79 NA NA NA NA NA
Gross Profit 55.24 NA NA NA NA NA
Margin (%)
EBITDA 101.77 490.30 99.48 85.73 146.43 232.10
EBITDA 18.27 26.32 26.41 13.66 5.35 20.75
Margin (%)
PAT 60.09 352.40 64.25 40.36 100.06 233.20
PAT Margin 10.78 18.92 17.06 6.43 3.66 20.85
(%)
Net Worth 3,759.49 NA NA NA NA NA
Net Debt 312.04 NA NA NA NA NA
Net Debt Equity 0.08 NA NA NA NA NA
Ratio
ROCE (%) 2.10 NA NA NA NA NA
ROE (%) 1.61 NA NA NA NA NA
Number of 101 NA NA NA NA NA
clients
Number of New 6 NA NA NA NA NA
client additions
every year
Average Vintage 10.50 NA NA NA NA NA
of top 10 clients
(in years)
Number of 1,118 NA NA NA NA NA
employees
(All amounts for revenue, EBITDA, PAT, Debt are in Rs Million unless otherwise stated)
190------------------------------------------------------------------------------------------------------------------------------------------------
Table 14 Comparison of KPIs of Fiscal 2025 with Listed Industry Peers
------------------------------------------------------------------------------------------------------------------------------------------------
Parameters Excelsoft MPS Ksolves India Silver Touch Sasken Technologies Infobeans
Technologies Limited Limited Technologies Technologies
Limited Limited
Revenue from 2,332.91 7,268.89 1,374.33 2,883.80 5,509.14 3,947.80
Operations
Gross Profit 1,438.61 NA NA NA NA NA
Gross Profit 61.67 NA NA NA NA NA
Margin (%)
EBITDA 732.57 2,227.15 478.60 375.17 229.11 683.80
EBITDA 31.40 30.64 34.82 13.01 4.16 17.32
Margin (%)
PAT 346.91 1,489.10 343.20 221.96 505.10 379.70
PAT Margin 14.87 20.49 24.97 7.70 9.17 9.62
(%)
Net Worth 3,712.90 4,784.35 207.54 1,337.56 8,033.25 3,322.30
Net Debt 181.79 -686.95 -14.84 354.85 -342.53 -470.80
Net Debt 0.05 NA NA 0.27 -0.04 -0.14
Equity Ratio
ROCE (%) 16.11 44.99 148.56 20.39 8.07 17.48
ROE (%) 10.38 32.23 129.39 17.52 6.29 11.75
Number of 99 NA NA NA NA NA
clients
Number of 17 NA NA NA NA 6
New client
additions
every year
Average 10.80 NA NA NA NA NA
Vintage of top
10 clients (in
years)
Number of 1,116 3,100 646 764 1,894 1,195
employees
(All amounts for revenue, EBITDA, PAT, Debt are in Rs Million unless otherwise stated)
191------------------------------------------------------------------------------------------------------------------------------------------------
Table 15 Comparison of KPIs of Fiscal 2024 with Listed Industry Peers
------------------------------------------------------------------------------------------------------------------------------------------------
Parameters Excelsoft MPS Limited Ksolves India Silver Touch Sasken Infobeans
Technologies Limited Technologies Technologies Technologies
Limited Limited
Revenue from 1,982.97 5,453.07 1,086.37 2,243.03 4,067.27 3,685.20
Operations
Gross Profit 1,142.11 NA NA NA NA NA
Gross Profit 57.60 NA NA NA NA NA
Margin (%)
EBITDA 549.73 1,698.94 463.94 249.96 306.99 508.30
EBITDA 27.72 31.16 42.71 11.14 7.55 13.79
Margin (%)
PAT 127.53 1,187.68 341.54 160.62 787.38 224.70
PAT Margin 6.43 21.78 31.44 7.16 19.36 6.10
(%)
Net Worth 2973.03 4,598.15 238.32 1,128.75 7,842.81 2,957.90
Net Debt 719.18 (1,103.48) (78.87) 90.35 (534.86) (373.80)
Net Debt 0.24 0.24 0.33 0.08 0.07 0.13
Equity Ratio
ROCE (%) 7.59 36.56 198.49 20.01 12.52 12.93
ROE (%) 4.43 26.78 147.80 15.45 10.47 7.92
Number of 93 750 150 2,000 NA 190
clients
Number of 15 15 NA NA NA NA
New client
additions
every year
Average 9.5 NA NA NA NA NA
Vintage of top
10 clients (in
years)
Number of 1,080 2,441 508 900 1,526 1,134
employees
(All amounts for revenue, EBITDA, PAT, Debt are in Rs Million unless otherwise stated)
192------------------------------------------------------------------------------------------------------------------------------------------------
Table 16 Comparison of KPIs of Fiscal 2023 with Listed Industry Peers
Parameters Excelsoft MPS Limited Ksolves India Silver Touch Sasken Infobeans
Technologies Limited Technologies Technologies Technologies
Limited Limited
Revenue from 1,951.04 5,010.47 783.12 1,637.84 4,469.84 3,853.20
Operations
Gross Profit 1,191.82 NA NA NA NA NA
Gross Profit 61.09 NA NA NA NA NA
Margin (%)
EBITDA 681.79 1,567.55 328.57 169.16 1,007.93 710.40
EBITDA 34.94 31.29 41.96 10.33 22.55 18.44
Margin (%)
PAT 224.14 1,091.93 247.20 97.13 994.72 359.60
PAT Margin 11.49 21.79 31.57 5.93 22.25 9.33
(%)
Net Worth 2,780.77 4,271.47 223.84 951.14 7,193.30 2,715.40
Net Debt 1,105.08 (599.65) (85.79) 6.18 (271.28) (333.30)
Net Debt 0.37 0.14 0.38 0.01 0.04 0.12
Equity Ratio
ROCE (%) 11.03 37.29 168.64 15.33 18.03 21.68
ROE (%) 8.41 27.50 126.58 10.69 14.49 14.32
Number of 93 735 40 2,000 NA 180
clients
Number of 10 76 NA NA NA NA
New client
additions
every year
Average 8.0 NA NA NA NA NA
Vintage of top
10 clients (in
years)
Number of 1,046 2,236 407 715 1,448 1,121
employees
(All amounts for revenue, EBITDA, PAT, Debt are in Rs Million unless otherwise stated)
193OUR BUSINESS
Some of the information in this section, including information with respect to our plans and strategies, contains forward-
looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” on page 37 for a
discussion of the risks and uncertainties related to those statements along with “Risk Factors”, “Financial Information”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 39,
272 and 346, respectively, for a discussion of factors that may affect our business , results of operations or financial
condition. 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, and references to a particular fiscal are to the twelve-month
period ended March 31 of that year.
Our Company’s financial year commences on April 01 and ends on March 31 of the immediately subsequent year, and
references to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless otherwise
indicated or the context otherwise requires, the financial information for the three months period June 30, 2025 Fiscals
2025, 2024 and 2023, included herein is based on or derived from our Restated Consolidated Financial Information
included in this Prospectus. For further information, see “Restated Consolidated Financial Information” beginning on
page 272. Additionally, please refer to “Definitions and Abbreviations” on page 2 for terms used in this section. The
Restated Consolidated Financial Information is based on our audited financial statements and is restated in accordance
with the Companies Act, 2013, and the SEBI ICDR Regulations. Our Restated Consolidated Financial Information are
prepared in accordance with Indian Accounting Standards. For details, see “Risk Factors – Significant differences exist
between Ind AS and other accounting principles, such as Indian GAAP, IFRS and U.S. GAAP, which may be material to
investors’ assessments of our financial condition, result of operations and cash flows” on page 84.
Unless otherwise indicated, industry and market data used in this section has been derived from a report titled ‘Report
on the Global Assessment and Learning & Development Market’ dated October 24, 2025 prepared by Arizton Advisory
& Intelligence (“Arizton Report”) which is exclusively prepared for the purpose of the Offer and commissioned for an
agreed fee and paid for by our Company engaged through Sirius Management Consulting which is, a part of Arizton
Advisory & Intelligence. For further details and risks in relation to the Arizton Report, see “Risk Factor – Specific
sections of this Prospectus disclose information from an industry report commissioned by us from Arizton Advisory &
Intelligence, which is an independent third-party entity and is not related to the Company, its Promoters or Directors in
any manner whatsoever. Any reliance on such information for making an investment decision in the Offer is subject to
inherent risks” on page 78. Further, the Arizton Report was prepared on the basis of information as of specific dates and
opinions in the Arizton Report may be based on estimates, projections, forecasts and assumptions that may be as of such
dates. Arizton Advisory & Intelligence has prepared this study in an independent and objective manner, and it has taken
all reasonable care to ensure its accuracy and has further advised that it has taken due care and caution in preparing the
Arizton Report based on the information obtained by it from sources which it considers reliable. Unless otherwise
indicated, financial, operational, industry and other related information derived from the Arizton Report and included
herein with respect to any particular year refers to such information for the relevant calendar year. A copy of the Arizton
Report will be available on the website of our Company from the date of this Prospectus until the Bid/ Offer Closing Date.
There can be no assurance that such third-party statistical, financial and other industry information is either complete
or accurate. We have, in this Prospectus, also included various operational and financial performance indicators, some
of which may not be derived from our Restated Consolidated Financial Information. The way such operational and
financial performance indicators are calculated and presented, and the assumptions and estimates underlying, and used
in such calculation, may vary from that used by other similarly placed companies in India and other jurisdictions.
To obtain a complete understanding of our business, please read this section in conjunction with “Risk Factors”,
“Industry Overview”, and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on
pages 39, 162 and 346, respectively, as well as the financial, statistical and other information contained in this
Prospectus. For KPIs that have bearing on the basis for the Offer Price, and which have been previously shared with
investors in the three-year period preceding the date of this Prospectus, please see “Basis for Offer Price” on page 141.
OVERVIEW
Our Company is a global vertical SaaS company focused on the learning and assessment market. As per Arizton Report,
the global SaaS market has seen rapid growth, with vertical SaaS emerging as a dominant trend that promises specialized,
industry-tailored solutions. This shift has positioned vertical SaaS to grow at an even faster pace than general SaaS, with
estimates suggesting that vertical SaaS could account for nearly 50% of the SaaS market by 2030. With over two decades
of experience, we provide technology-based solutions across diverse learning and assessment segments through long-
term contracts with enterprise clients worldwide. Our platforms are cloud-based with open and industry standards-
compliant APIs, ensuring scalability across organizations and users. Security and performance are core to our product
194offerings.
Our focus is on assessment market through our AI based Assessment & Proctoring Solutions. Qualifications and
certification bodies, awarding and credentialing bodies, admission tests councils, corporates & government entities use
our Saras eAssessment platform and easyProctor remote proctoring product to deliver high-stakes examinations and tests
to their end users. Certification agencies such as The Chartered Quality Institute uses the platform to create and deliver
online certification exams. For Pearson Professional Assessments Limited, our Company provides a comprehensive
assessment platform using which large scale online, high stakes assessments are delivered in organisations including
Government Agencies and Universities. Qualifications agencies such as Training Qualifications UK (TQUK) and AQA
Education and higher education agencies such as Colleges of Excellence (Saudi Arabia) as well as school assessment
boards use the assessment platform to create a variety of examinations on the platform and deliver them online. This
includes question creation, test construction, delivery, marking, report generation and smart analytics.
Our learning systems offerings encompass a suite of platforms & solutions that help publishers manage digital online learning
solutions including subscription management, digital asset management and analytics. Our SARAS Learning Management
Systems (LMS), EnablED is the Learning Experience Platform (LXP) and digital interactive book system, OpenPage,
provide learning support for various academic institutions & corporations for training, learning & development requirements.
Publishers such as Ascend Learning LLC and Pearson Education Group use our learning platform to create learning programs
and deliver them to end users in the academic sector. Excel Public School in India uses the learning platform and LearnActiv
K-12 Learning Solutions products. Further, our student success solution supports universities in student enrolment, academic
planning & advising and career planning leading to successful educational outcomes. Brigham Young University - IDAHO
uses our student success platform, CollegeSPARC. Our education technology services leverage our domain and technology
expertise to help customers such as Pearson Education Group modernise their platforms while improving scalability,
security, performance and accessibility. In addition, we constantly endeavour to provide comprehensive services associated
with design & development of new platforms and products. Our learning design & content solutions contain a variety of
content related services (authoring, editorial and content conversion). This is delivered by a team of professionals
experienced in instructional design, learning experience design, content design and global content standards, with
thorough understanding of pedagogy and technology. Learning companies such as Surala net Co. Ltd. (Japan) use
our services to develop large repository of digital content objects for the school education sector.
Our Company is driven by innovation and product engineering capabilities, enabling robust product development and
customised solutions through our proprietary platform. This includes expertise in big data & analytics, Artificial
Intelligence, Machine Learning, expertise in architecture, design and development automation and etc., which enables us
to provide value added products and solutions. Our Company has an asset-light, scalable business model to achieve
operational efficiency and profitability and is continuously innovating and have successfully developed AI-based products
and services, including learning models that are pre-trained on vast amounts of data and powerful AI models trained on
massive amounts of text data to understand and generate human-like text. They are designed for various natural language
processing (NLP) tasks, including language generation, translation, and other content-related tasks. They are typically
termed as Large Language Models (“LLM”) that helps our products stand out in the digital assessments and proctoring
space.
We take a strategic and use-case-driven approach to leveraging LLMs across our operations. We do not rely on a single
LLM tool; instead, we use a diverse mix of proprietary and open-source models to balance cost, performance, scalability,
and data privacy which includes:
(d) For low-volume, low-risk use cases, where data privacy and ethical considerations are minimal, we utilize
commercially hosted models such as OpenAI’s GPT-4.0, GPT- 4.5 and Google’s Gemini. These models are ideal for
general-purpose applications and prototyping due to their ease of access and robust performance.
(e) For medium to high-volume use cases where data privacy is a critical factor, we leverage leading foundational
models like GPT-4o, Claude Sonnet, and Mistral. These are deployed on secure, dedicated infrastructure hosted
within Microsoft Azure and AWS environments, ensuring compliance with enterprise-grade security and governance
standards.
(f) For our highest-volume, most sensitive workloads, where data privacy and infrastructure control are non-negotiable,
we operate open-source LLMs on our own GPU infrastructure. This enables us to run LLMs in a fully secured and
isolated environment, offering maximum control over data, performance, and compliance.
Further, our Company uses programming codes to leverage a modern, scalable, and secure technology module which is
tailored to the diversify the needs of our platform and product development such as:
195(a) Backend Systems and Core Platform: We primarily use Java, .NET Core, and Node.js to build robust and high-
performance backend services.
(b) Web and Front-End Development: Our front-end interfaces are developed using React and Angular,
complemented by HTML5 and CSS3 for responsive and accessible user experiences.
(c) Mobile App Development: For mobile applications, we utilize Swift for iOS, Kotlin for Android, and both React
Native and Flutter for cross-platform development.
(d) DevOps, Automation, and Infrastructure as Code: We employ Terraform, PowerShell, Pulumi, and Python to
manage infrastructure efficiently and support continuous integration and deployment pipelines.
(e) Data Science, Machine Learning, and AI: Our data science and AI efforts are driven by Python, leveraging its
extensive ecosystem of libraries and frameworks for data processing, analytics, and model development.
This diverse and strategic use of programming languages enables us to maintain agility, performance, and innovation
across our technology landscape.
Our Company is actively engaged in AI implementation in our products and services. It includes building LLMs
(proprietary and hybrid), small LLMs that are device specific, and AI agents that provide intelligent User experience in
both the Learning and Assessment products. As per Arizton Report, AI and machine learning are being integrated into
proctoring solutions to enhance monitoring capabilities and reduce the need for human intervention.
As on August 31, 2025, our Company caters to 76 clients spread across 19 countries. While serving clients across the
globe, it is imperative that our products & solutions are compliant with the relevant technology, security and quality
standards, both global & regional. Complying to information security standards, our Company certified with ISO/IEC
27001:2022 for ISMS.
Our Company is certified with ISO 9001:2015 for E-Learning and E-Assessment Products and Solutions, Projects,
Content Solutions and Services along with HR, Admin, IT, Finance, Business Development and Legal Functions
Supporting the above Deliveries. Further, our Company certified with ISO/IEC 27001:2022 for the following activities
the ISMS covers E-Learning and E-Assessment Products & Solutions, Customization Projects along with HR, Admin,
IT, Finance, Business Development and Legal Functions supporting above deliveries as per latest Statement of
Applicability version 2.0 dated 10 December 2024. Over the years, we have been recognised with various global awards
& accolades for our products and services such as e-Assessment Association Award and Brandon Hall Group Awards in
various categories.
Our Company was incorporated as a private limited company under the provisions of the Companies Act, 1956 vide
certificate of incorporation issued by Registrar of Companies, Bangalore at Karnataka (“RoC”) on June 12, 2000, at
Mysore as “Excelsoft Technologies Private Limited”. Our business was started by Late Prof. Manchukondanahalli
Hiriyanna Dhananjaya, Dhananjaya Sudhanva, Sukanya Dhananjaya, and Lajwanti Sudhanva with an objective to be a
global vertical SaaS company predominantly focused on the learning and assessment market and to make learning easy,
accessible, personalised/adaptable, and modern. Presently, the promoters of our Company are Pedanta Technologies
Private Limited, Dhananjaya Sudhanva, Lajwanti Sudhanva and Shruthi Sudhanva. Pursuant to a special resolution passed
by our shareholders on July 22, 2024, our Company was converted to a public limited company and our name was changed
to “Excelsoft Technologies Limited”. A fresh certificate of incorporation consequent to change of name was issued by
the RoC on September 17, 2024. For more details, please see “Our History and Certain Other Corporate Matters” on
page 227 of this Prospectus.
Our registered office is situated at, Plot No. 1-B, Hootagali Industrial Area situated in Survey no. 85 of Hootagalli Village,
Kasaba Hobli, Mysore Taluk, Mysore District – 570018, Karnataka, India measuring 43,346 square feet along with built
up area of 14,343 square feet. We have an innovation driven Research and Development (“R&D”) group at our various
locations including at our registered office situated in Mysore to support the development of our new products and
innovation process based on the requirement of the business. Over the years we have developed various products for the
purpose of our business such as: (a) assessment platform for Pearson Inc. based on our core software ‘SARAS’, (b) built
a service-oriented architecture-based platform for learning and assessment which was licensed through our then joint
venture Freedom to Learn Limited (former Subsidiary) to a United Kingdom based entity and some of its affiliates, (c)
developed the platform OpenPage, (d) developed a platform called Educational Positioning System (“EPS”) (now called
College SPARC), (e) developed an Artificial Intelligence (AI) platform -AI-levate.
196Our distribution of revenue from our various verticals of business for the three months period ended June 30, 2025 and
Fiscal 2025, Fiscal 2024 and Fiscal 2023 are follows:
(in ₹ million)
2500
130.82
2000
61.67
96.53
1271.04
1500 850.57
994.68
1000
341.87
300.27
331.22
500 32.03
286.74 728.86
630.77
528.61
62.82
175.59
0
Q1 FY 26 FY 25 FY 24 FY 23
Learning design and content solutions 32.03 130.82 61.67 96.53
Educational technology services 286.74 1271.04 850.57 994.68
Learning and student success solutions 62.82 300.27 341.87 331.22
Assessment and proctoring solutions 175.59 630.77 728.86 528.61
We derive a significant portion of our revenue from our client Pearson Education Group. Our revenue from Pearson
Education Group accounted for 59.24%, 58.79%, 46.51% and 41.89% of our total revenue on a consolidated basis for the
three months period ended June 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023 which amounted to ₹330.05 million,
₹ 1,371.51 million, ₹ 922.19 million and ₹ 817.23 million, respectively. Our customers other than Pearson Education
Group accounted for ₹ ₹227.13 million, ₹ 961.40 million, ₹ 1,060.78 million and ₹ 1,133.81 million of our total revenue
corresponding to 40.76%, 41.21%, 53.49%, and 58.11% on a consolidated basis for the three months period ended June
30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively.
197Our revenue is generated from the distribution of our products across various jurisdictions. The details of revenue
distribution of products across various jurisdiction for the three months period ended June 30, 2025 and Fiscal 2025,
Fiscal 2024 and Fiscal 2023 are follows:
(in ₹ million)
2,500.00
2,000.00
1,500.00
1,000.00
500.00
-
Q1 FY 26 FY 25 FY 24 FY 23
Australia 4.99 20.21 18.64 17.32
Asia Other than India 28.13 189.28 300.11 241.48
India 49.19 190.98 174.13 144.92
Europe & UK 136.69 517.47 399.11 312.66
North America 338.18 1,414.97 1,090.98 1,234.66
North America Europe & UK India Asia Other than India Australia
Our revenue from operations has grown from ₹ 1,951.04 million in Fiscal 2023 to ₹ 2,332.91 million in Fiscal 2025,
EBITDA increased from ₹ 681.79 million in Fiscal 2023 to ₹ 732.57 million in Fiscal 2025, while Profit after tax increased
from ₹ 224.14 million in Fiscal 2023 to ₹ 346.91 million in Fiscal 2025 on a consolidation basis. The following table sets
out key financial parameters in the relevant periods:
Key Performance Indicators
(in ₹ million except percentages and ratios)
Key Performance Indicators For the three Fiscal 2025 Fiscal 2024 Fiscal 2023
months period
ended June 30,
2025
Revenue from operations 557.18 2,332.91 1,982.97 1,951.04
Gross Profit 307.79 1,438.61 1,142.11 1,191.82
Gross Profit Margin (%) 55.24 61.67 57.60 61.09
EBITDA 101.77 732.57 549.73 681.79
EBITDA Margin (%) 18.27 31.40 27.72 34.94
PAT 60.09 346.91 127.53 224.14
PAT Margin (%) 10.78 14.87 6.43 11.49
Net Worth 3,759.49 3,712.90 2,973.03 2,780.77
Net Debt 312.04 181.79 719.18 1,015.08
Net Debt Equity Ratio 0.08 0.05 0.24 0.37
ROCE (%) 2.10* 16.11 7.59 11.03
ROE (%) 1.61* 10.38 4.43 8.41
* Not annualised
(1) Revenue from Operations’ means proceeds from sale of software and sale of services.
(2) ‘Gross Profit’ is revenue reduced by direct cost incurred on sale of services.
(3) ‘Gross Profit Margin’ is calculated as Gross Profit divided by Revenue from Operations.
(4) ‘EBITDA’ means profit before depreciation, finance cost, tax and amortization less other income.
(5) ‘EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations.
(6) ‘PAT’ is profit after tax after exceptional items.
(7) ‘PAT Margin’ is calculated as PAT for the period/year divided by revenue from operations.
198(8) ‘Net Worth’ means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and
debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and
miscellaneous expenditure not written-off, as per the restated balance sheet, but does not include reserves created out of revaluation of assets,
capital reserve arising on consolidation, capital redemption reserve, write-back of depreciation and amalgamation.
(9) ‘Net debt’ is calculated as long-term borrowings plus short-term borrowings less cash and cash equivalents and other bank balances (excluding
fixed deposits).
(10) ‘Net Debt Equity Ratio’ is calculated as Total Debt divided by Total Equity. Total debt is the sum of total current & non-current borrowings; Total
Equity means Net worth.
(11) ‘RoCE (in %)’- RoCE (in %) defined as EBIT divided by average Capital Employed (‘Capital Employed’ is defined as total debt plus Net Worth
as on the last date of the reporting period).
(12) ROE (%) is calculated as PAT divided by average Net Worth.
Operating Parameters For the three Fiscal 2025 Fiscal 2024 Fiscal 2023
months period
ending June 30,
2025
Number of clients*(nos.) 101 99 93 93
Number of new client additions every year 15 10
6 17
(nos.)
Average vintage of top 10 clients (in years) 10.50 10.80 9.50 8.00
Number of employees(nos.) 1,118 1,116 1,080 1,046
*including unbilled clients.
(1) Number of clients’ is the total clients served during the period/year
(2) ‘Number of new client additions every year’ is the numbers of new clients served during the year
(3) ‘Average vintage of top 10 clients (in years)’ is calculated as sum of the vintage of top 10 clients divided by 10
(4) Number of employees is the total number of employees on the payroll of the Company as at the end of the period/year.
Our Strengths
Expertise in product engineering, development and implementation across assessments, digital learning & information
management systems with robust product capabilities.
Our Company offers products and services that encompass the entire lifecycle of learning and assessment which are
feature-rich, versatile and have the ability to work across the spectrum of organisations. We have expertise across the
value chain of product and services in the field of learning and assessment market. We bring years of our product
development and implementation experience aided by a thorough understanding of customer requirements thus
envisioning, building and implementing suitable solutions in the education, training and learning space. By engaging with
business leaders in a consultative approach to understand their business workflows and requirements right from the
solution inception stage, we look to create effective technology driven solutions for our customers and come up with the
right blend of product that they may need. We develop and implement products that are built on the foundation of sound
engineering principles, architecture best practices and user-centric design which are adept at understanding our client’s
business requirements and implementing scalable, secure, reliable, and cost-effective cloud-based solutions. Leveraging
on our experience in helping clients go digital, we also assist in successful migration of legacy learning and assessment
applications and data into cloud environments, while ensuring business continuity. All our products and implementation
adhere to the industry best practices in data and information security, ensuring that integrity and privacy of users are
protected as per data privacy requirements.
Long term relationships with global customers.
Long-term relationships with customers are a critical strength for any business, offering significant competitive
advantages and fostering sustainable growth. When managed effectively, these relationships can contribute to stable
revenue streams, brand loyalty, and global market presence. This stability allows for better financial planning, forecasting,
and resource allocation.
One of our strengths is our long-term relationship with our global customers. Unwavering focus on customer relationships
and our ability to think alongside them enables us to add value at every step of our engagement with them. Being sensitive
to customer objectives, empathizing with customer’s end users, understanding customer pain points coupled with our
consulting and solution design abilities takes us to the next level of partnership with our customers. We have our clientele
spread across various parts of the globe including but not limited to countries like USA, UK, India, Singapore, Australia,
Japan, Malaysia, Saudi Arabia, UAE and Canada. Most of our global customers have been associated with us for long
duration. This is because of the trust that they have on our products and services over the years. Our products and services
199have ensured that we maintain a healthy and long-term trustworthy business relations with our global customers ensuring
a growth to our business and global footprint.
Our Company’s ability to build trust and rapport with customers over time leads to higher loyalty and retention. Our
Company’s satisfied, long-term customers are more likely to act as brand advocates for our Company and its products
and services. Our client’s loyalty and satisfaction can lead to word-of-mouth recommendations, referrals, and even co-
marketing opportunities. Maintaining long-term relationships with our clients provides valuable insights into market
trends, customer preferences, and changing needs and have allowed us to adapt and grow in the right manner. Our long
term client relationship has also helped our business to stay in line with the market trends, create innovative solutions,
and provide better value to customers. Our Company’s long-term relationships with global customers serve as a barrier
to entry for competitors and served as a benefit to us. Our long-term customers also provide important feedback, allowing
us to improve our offerings and upgrading our products and services. Our Company’s long-term relationships with global
customers provide invaluable stability, loyalty, competitive advantage, and growth potential to our business. These
relationships offer businesses the opportunity to better understand customer needs, tailor offerings, enhance value, and
navigate market changes more effectively. Some of our prominent and long standing clients are Pearson Education, Inc.,
AQA Education, Colleges of Excellence, NxGen Asia PTE LTD., Pearson Professional Assessments Limited, Sedtech
for Technology Education & Learning WLL, Ascend Learning LLC, Brigham Young University – IDAHO, Training
Qualifications UK, Surala Net Co. Ltd., Excel Public School and The Chartered Quality Institute.
Details of period of client relationship for the three months period ended June 30, 2025 Fiscal 2025, Fiscal 2024 and
Fiscal 2023:
Period of Client relationship For the three Fiscal 2025 Fiscal 2024 Fiscal 2023
months period
ended June 30, 2025
More than 10 years 24 21 19 16
More than 5 years, but less than 10 years 40 40 32 32
More than 3 years, but less than 5 years 15 11 20 25
More than 1 year, but less than 3 years 16 10 07 10
<1 year 6 17 15 10
Total 101 99 93 93
Expertise in delivering fully compliant digital learning and assessment solutions to clients globally.
We have our Subsidiaries located in UK, USA, Singapore and India, along with our presence in Dubai catering to
customers across such jurisdictions. The ability to serve global clients and deliver fully compliant digital learning
solutions is a significant strength for any organization, especially in the rapidly evolving education and corporate training
sectors. As businesses and educational institutions look to digital learning to upskill employees, engage learners, and
comply with various regulations, offering solutions that are both scalable across geographies and fully compliant with
global standards is a key competitive advantage. As per Arizton Report, the demand for upskilling and reskilling is a
significant trend reshaping the global Learning & Development (“L&D”) market, driven by rapid technological
advancements, shifting workforce needs, and evolving business models.
Over the years we have expanded our clientele across various countries and catering to the complex requirement of diverse
clients. While serving clients across the globe, it is imperative that our products and solutions are fully compliant with
the requirement of our customers and the relevant quality control checks and compliance guidelines followed by our
clients as per the market standards. We have been certified with ISO/IEC 27001:2022 for ISMS covers E-Learning and
E-Assessment Products & Solutions, Customization Projects, along with HR, Admin, IT, Finance, Business Development
and Legal Functions. We have also been certified with ISO 9001:2015 for E-Learning and E-Assessment Products and
Solutions, Projects, Content Solutions and Services along with HR, Admin, IT, Finance, Business Development and Legal
Functions Supporting the above Deliveries. We have also obtained certification for assurance complying with the
requirements of the Cyber Essentials Plus Scheme covering Test and Assessment Product including VLAN1 (servers and
network), VLAN11 (LAN), VLAN19 (WIFI) excluding all other networks. The quality of our platforms along with the
credibility of our client base and the reputation of our brand, have driven our growth, enabling us to quickly and efficiently
expand our global footprint in the field of learning and assessment market since our inception. Our global reach has
enabled us to gain understanding of regional requirements, limitations, education ecosystems, standards, compliances and
culture, enhancing our ability to deliver more customized suitable offerings. Our ability to serve clients across the globe
as per their specific requirements have made us a trusted & preferred partner to many of our clients and allow us to serve
our clients efficiently. Our clients include various marquee enterprise clients in the education domain such as Pearson
200Education, Inc., AQA Education, Colleges of Excellence, NxGen Asia PTE LTD., Pearson Professional Assessments
Limited, Sedtech for Technology Education & Learning WLL, Ascend Learning LLC, Brigham Young University –
IDAHO, Training Qualifications UK, Surala Net Co. Ltd., Excel Public School and The Chartered Quality Institute to
name a few.
Our revenue mix of products across various jurisdiction for the three months period ended June 30, 2025and Fiscal 2025,
Fiscal 2024 and Fiscal 2023 are follows:
(Amount in ₹ million)
For three months period
Fiscal 2025 Fiscal 2024 Fiscal 2023
Sl ended June 30, 2025
Verticals
No. % of % of % of % of
Revenue Revenue Revenue Revenue
Revenue Revenue Revenue Revenue
North 338.18 60.69 1,414.97 60.65 1090.98 55.02 1234.66 63.28
1
America
2 Europe & UK 136.69 24.53 517.47 22.18 399.11 20.13 312.66 16.03
49.19 8.83 190.98 8.19 174.13 8.78 144.92 7.43
3 India
Asia Other 28.13 5.05 189.28 8.11 300.11 15.13 241.48 12.38
4
than India
5 Australia 4.99 0.90 20.21 0.87 18.64 0.94 17.32 0.89
Total 557.18 100.00 2,332.91 100.00 1,982.97 100.00 1,951.04 100.00
Our Company’s ability to serve global clients provides scalable learning solutions across multiple geographies, adapting
to the specific needs of different countries, cultures, and languages. This flexibility enables our Company to work with
clients in various industries worldwide, from large multinational corporations to regional education institutions. Serving
global clients opens up opportunities for expansion, increased revenue streams, and a brand presence in international
markets for our Company. Additionally, by customizing solutions for different regions, we ensure our product and service
offerings are relevant and impactful to diverse learner groups. Our Company’s offering of standardized, compliant digital
learning solutions ensures that the quality and integrity of the learning experience remain high, regardless of the learner’s
location.
Standardization also simplifies training and learning management for global organizations, as employees or students
across the world can access the same content and follow the same learning paths.
Our Company’s ability to serve global clients and deliver digital learning solutions offers significant advantages in today’s
interconnected and regulated world and allows us to strengthen our:
• Scalability and global reach across diverse markets
• Adherence to local and international regulations
• Customization for diverse learner needs and styles including accessibility
• Standardized delivery across multiple regions
• Use of technology for seamless, on-demand delivery
• Advanced data-driven insights and reporting
• Cultural sensitivity and regional relevance
• Cost-efficiency and resource optimization
• Integration with client systems
• Innovative learning features to boost engagement
These strengths position our Company as a capable, trusted partner for businesses and institutions looking to deliver
impactful learning experiences on a global scale while ensuring compliance with all regulatory standards.
201Flexibility to work with diversified technologies to provide the right-fit solution, driven by agile methodologies.
Flexibility to work with diversified technologies to provide the right-fit solution, driven by agile methodologies, is a
powerful strength for any organization, especially in today’s rapidly evolving technological landscape. Our solutions are
built after a thorough requirement gathering exercise based on which, we configure and customise the platform to meet
specific customer requirements. The platform is comprehensive with support to variety of question types, workflows,
testing algorithms, grading schemes, report formats etc. This comprehensive feature set coupled with the customisability
enables us to provide right-fit solutions for a wide range of assessments such as admission tests, certification exams, skills
assessments, test preparation, K-12 formative exams and university summative exams.
We have a grounding in pedagogy as well as in depth expertise in technology providing the required solutions sought by
our clients. To develop the various products that we cater to our customers, it is imperative that we work with diversified
vertical of technologies and we need to be flexible in cohesively adapt and work with such diversified vertical of
technologies to finally provide the right solution and right blend of product for our customers. Apart from our core product
technologies, our teams are skilled in various technologies allowing us to work with our customers’ technology choices
to provide the optimal solution. Our teams are continuously upskilling to be at par with technology trends, thus able to
provide customers the most efficient technology. Our products are designed to be interoperable and can easily integrate
with most technologies and systems. Agile methodologies enhance our ability to work with diversified technologies by
providing the flexibility to customize and adapt to change, enabling us to provide the right-fit solutions to our customers.
Our team with its continuous upskilling methods in the form of training programs webinars, bootcamps, workshops and
master classes ensures that we blend in the right fit of technology update such as latest technology stack, AI, AR/VR
technologies and others which is pre-dominantly required in the field of Vertical SaaS solutions for learning and
assessment. Our Company for the three months period ended June 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023
have incurred an expense of ₹ 4.91 million, ₹ 30.24 million, ₹ 14.20 million and ₹ 24.88 million, respectively towards
such upskilling methods.
Our ability to work with diversified technologies means that our organization is not tied to a single technology stack, but
rather has the flexibility to choose the optimal tools, platforms, or frameworks to solve specific problems. By using the
most relevant and effective technologies at any given time, our Company can offer solutions that are optimized for
performance, cost-efficiency, and scalability. This also allows us to tailor solutions more precisely to the needs of
different customer segments and as per their specification. Our Company’s flexibility in working with a variety of
technologies enables your organization to provide customized solutions rather than one-size-fits-all offerings. Different
clients or projects may require different tech stacks, tools, or approaches, and having the ability to select the optimal
technology for each case ensures that we provide the right-fit solutions. By using the most appropriate technologies, our
Company delivers solutions that are better aligned with the client’s unique business needs, challenges, and goals. This
drives higher satisfaction, fosters deeper client relationships, and improves overall effectiveness.
202Leveraging a combination of diversified technologies allows our Company to build scalable solutions that can grow with
our business and our customers. As customer demands evolve or new markets are entered, we scale systems, applications,
and platforms to handle increased loads for new requirements and as per specified needs and requirements. This scalability
ensures that our Company can support growing customer bases, expanding product lines, or increasing transaction
volumes without compromising on performance, security, or user experience. It also enables our Company to adapt to
new business models and changing industry landscapes. This results in faster response times, better customer experiences,
and more innovative products.
The ability to work with diversified technologies and leverage agile methodologies provides several critical strengths,
such as:
• Adaptability to changing customer needs and market conditions
• Faster time to market for new products and features
• Customized solutions tailored to specific client requirements
• Increased innovation through experimentation and flexibility
• Scalability and growth to meet expanding needs
• Collaboration across cross-functional teams
• Cost efficiency and optimization of resources
• Rapid response to customer feedback and market trends
• Risk mitigation through continuous feedback and iteration
• Stronger competitive advantage in a fast-paced market
This combination of flexibility, innovation, and responsiveness is essential for maintaining long-term success and
driving continuous growth, especially in today’s fast-evolving technological environment.
Robust Operating Parameters.
Creating robust operating parameters is crucial for any organization aiming to enhance efficiency, ensure consistency,
and foster continuous improvement. Operating parameters essentially define the boundaries, processes, and metrics within
which a organization operates, ensuring smooth execution of strategies, minimizing risks, and driving performance. A
robust set of operating parameters serves as a framework for decision-making, sets clear expectations for performance,
and enables better alignment across teams and functions. Robust operating parameters are the foundation of a well-
functioning organization. When designed and implemented effectively, they help ensure that the company runs smoothly,
consistently achieves its goals, and can respond flexibly to changes in the market and the business environment. HR
metrics such as hiring efficiency and employee attrition rates are also a part of our operating parameters to ensure that we
follow the right process towards a positive business growth and profitability.
Our Company as a part of its robust operating parameters create clear guidelines, rules, and processes that lead
to consistent results across the organization. We set well-defined goals, responsibilities, and operational workflows, for
our work force and the organization functions more predictably. This consistency ensures that all parts of the organization
are aligned towards common objectives, making it easier to forecast outcomes, plan for future growth, and scale
operations. It also reduces the variability in decision-making and performance, improving overall organizational stability.
Our Company’s clear operating parameters streamline workflows, minimize redundant activities, and optimize the
allocation of resources, improving efficiency in day-to-day operations. With standardized processes and clear
performance metrics, teams are empowered to work more effectively in our Company.
Our Company’s robust operating parameters provide standardized processes that help ensure consistency across the
organization. This consistency reduces errors, minimizes variability, and helps ensure that customers, stakeholders, and
employees can rely on the organization to deliver quality outcomes. By defining clear roles, responsibilities, workflows,
and performance expectations, robust operating parameters eliminate ambiguity and inefficiencies. Efficient operations
help save time, reduce resource waste, and enhance overall productivity. Our robust operating parameters ensured that
teams can focus on high-priority tasks, and management can easily identify and address inefficiencies. Our Company’s
robust operating parameters include clear performance metrics, KPIs, and roles, which help hold employees and teams
accountable for their performance. These systems ensure that everyone knows what is expected and how success is
measured. With clearly defined responsibilities and objectives, organizations can easily track progress, identify areas for
improvement, and ensure that individual and team goals are aligned with broader organizational objectives. This promotes
a culture of accountability and continuous improvement. The strengths of our Company’s robust operating parameters lie
in their ability to provide clarity, consistency, and efficiency while maintaining flexibility and adaptability. By creating a
203solid operational foundation, these parameters help organizations scale, innovate, and optimize their processes, ultimately
driving better business performance and enhancing competitiveness in the market.
Our goal is to understand the need and requirement of our customers and by providing a one-stop holistic solution to our
client in the learning and assessment sector by creating the required product suite as per the specifications. We intend to
have diversified and robust operating parameters to develop our products as per the evolving standard of the learning and
assessment market and in accordance to the specific need and requirement of our customers. Our vision is to be a one
stop solution for our customers in learning and assessment related requirement by providing them a quality and optimum
solution through our various products. This allows us to be the long standing partners to our customers in delivering their
required product as per their specification.
By providing these holistic solutions, our strategy is to improve our end user loyalty to ensure that the customers rely on
our services and products and continue being a loyal customer to us. We intend to improve our scalability and operational
parameters by providing such holistic one stop solution to our customers learning and assessment vertical.
Experienced Management Team and Promoters with expertise in developing products, backed by a professional
management team and experienced board driving high corporate governance standards.
Our Company is led by a management team consisting of a mix of individuals with professional, technical and commercial
experience in the IT as well as Learning and Assessments domain. Our team is well qualified and experienced in industry
and has been responsible for the growth of our operations and business over the years. We have employed suitable
technical and support staff to manage key areas of activities allied to operations. The stability of our management team
and the industry experience brought in coupled with our client relationships, will enable us to continue to take advantage
of future market opportunities and expand into new markets. Our Promoters have been a key factor in driving our growth
in revenue and earnings through efficient management and execution.
Dhananjaya Sudhanva, Chairman & Managing Director of our Company, established our Company as a technology
company focusing on innovative technology-enabled solutions in the education space. He has over 32 years of experience
in the field of IT. He holds a degree in Bachelor of Engineering in Instrumentation Technology and a degree in Master
of Engineering Management from University of Mysore. He also holds a degree in Master of Science in Electrical
Engineering from Worcester Polytechnic Institute. He is the guiding force behind all the corporate decisions and is
responsible for the entire business operations specifically technology and sales operations of our Company. Our Whole-
Time Director, Shruthi Sudhanva holds a degree of Bachelor of Engineering in Computer Science & Engineering from
Shri Jayachamarajendra College of Engineering and a masters’ degree in computer science from University of Illinois-
Urbana Champaign. She has over 10 years of experience in the areas of quality assurance, strategy, presales, public
relations and communication and is responsible for strategic planning, market intelligence and new business initiatives.
Most of our KMPs have been associated with the Company for more than 25 years. For a detailed profile on our
management, please see chapter titled “Our Management- Key Managerial Personnel and Senior Management” on page
242.
Our management team responsible for the growth of our Company is associated with us for over many years now and has
been the driving force for our Company. Our experienced leadership team and key managerial personnel enable us to
grow our business with emphasis on innovation keeping in pace and up to date with the evolving dynamics of the IT and
Ed Tech sector.
Our Strategies
To increase revenue from the existing customers and acquire new customers.
Currently, we have our clientele spread across various parts of the globe across various countries including but not limited
to countries like USA, UK, India, Singapore, Australia, Japan, Malaysia, Saudi Arabia, UAE, Italy and Canada. As an
emerging market, our strategy is to reach out to more geographies across the globe and create a more diversified clientele.
As a team, we study the pattern and the growth of the industry wherein our Company operating and analyse the untapped
market wherein we have a potential to enter and sustain the stiff competition. Based on such study and research by our
team, we intend to shortlist and explore the possible opportunities available in specific untapped geographies, keeping in
mind the ease of setting up a business, accessibility, client outreach, availability of human resource and financial viability.
Our strategy is to ensure that we enhance our revenue from our already existing customers by catering to their ever
evolving needs and also to ensure that we reach out to new customers across the globe to increase our clientele by
expanding our presence into the existing geographies and also enter into newer potential geographies. Our strategy is to
ensure that we build a brand relationship with the customers by creating optimised modern product solution as per the
204requirement of the client. As a part of our strategies, we have identified new geographies such as Egypt, France, Brazil
and Philippines, wherein we want to enter and expand our presence and global reach with our products. We plan to
encourage existing customers to purchase additional products and services by offering complementary products and/or
services that provide additional value.
A good marketing channel and adequate business development is a strength for the growth of any business, as it serves
many functions, and allows it to explore and penetrate the market of various jurisdictions. We have succeeded in
developing a core team of professionals to help us with the marketing aspect of our business and various products. As a
strategy we would want to increase the number to penetrate our brand and products as per our plan and gain foothold to
wider geography and increase our sales accordingly. We would want to use our customer data to tailor our offers and
products and marketing to individual preferences. Our goal is to also create a superior customer experience, that can turn
satisfied customers into repeat buyers and brand advocates by providing quality service, quality product, fast responses,
and proactive problem-solving abilities.
To position our brand in the right manner
Positioning our brand correctly is crucial for building long-term customer loyalty, differentiating us from competitors,
and ensuring our messaging resonates with our target audience. Brand positioning involves identifying our unique value
proposition and then communicating it effectively across all our marketing efforts. Brand positioning is not a one-time
effort. It requires monitoring market trends, customer feedback, and competitive shifts. Over time, our brand positioning
might need to evolve to stay relevant, especially as you grow and expand. One of our strategies is to ensure a sustained
growth while focusing on the visibility and positioning of our brand. Sustained growth will require a step change in
improving our visibility in the market, and our brand positioning. We intend to undertake more sophisticated and targeted
market research, using data to support product development, and targeting by territory and by sector segmentation.
Customer acquisition will be enhanced through providing sales staff with superior market intelligence and research on
existing and prospective customers to identify product and support needs in a precisely targeted manner. Optimised digital
marketing will enhance sales reach and brand credibility, alongside a programme for acquiring continuous and consistent
intelligence on our competitors. Brand and positioning will be enhanced by emphasizing ‘thought leadership’
opportunities in the vertical SaaS environment, at events and online globally. To ensure our brand positioning is consistent
across all customer touchpoints: website, social media, customer service, product packaging, advertising, etc. We need to
tailor our messaging to speak to the needs, desires, and values of our target audience while staying true to our brand's core
identity.
To innovate and improve the portfolio of our existing products and to create new products as per the need of the
market.
To innovate and improve our existing product portfolio and create new products that align with market demand, we need
a structured approach that balances customer feedback, market trends, technology, and creativity. The goal is to ensure
our products stay relevant, competitive, and able to meet evolving customer needs and specifications. Our Company
regularly gather feedback through surveys, interviews, focus groups, and social media to understand customer pain points,
unmet needs, and desires. We use customer service data, reviews, and support requests to identify recurring issues and to
work around it to create the perfect product solution. We follow and are abreast with the emerging industry trends and
technologies. Subscribing to industry reports, attending conferences, or working with market research firms can provide
insights into what's coming next, which will allow us to stay ahead and work towards the path breaking solution and earn
a first mover advantage. We also study our competitors’ offerings and try to better our product offering with a better
Unique Selling Point (USP). We want to regularly review each product in our portfolio to identify areas for improvement
and work towards the same. This could be in terms of functionality, design, user experience, performance, or
sustainability. Our motive is to encourage innovation within your team. Create a culture where employees feel empowered
to propose new ideas for both improvements to existing products and the development of new ones. Innovation should
not only come from R&D but also from sales, customer support, and marketing teams, who are closest to customer pain
points.
Over the years we have created and developed a lot of products such as SARAS, EasyProctor, LearnActiv K-12 Learning
Solutions, OpenPage, EnablED and CollegeSparc to name a few forming an integral part of our business and product
portfolio. We have created and developed our products through innovation and based on the requirement and specification
of our clients. One of our strategies is to ensure that we work towards innovating and upgrading our portfolio of existing
products by creating newer updated version to cater to the evolving business requirement. As a part of our growth strategy,
we also want to work towards creating entirely new adjacent products for the industry as a new innovative and
breakthrough option. As a strategy, we intend to in the future invest especially towards AI development across our product
suite to innovate and create new solutions. As a part of our growth strategy our aim and idea is to add more tools to the
205existing legacy products and provide cutting edge technology to customers and to continue scaling new age capabilities
by virtue of such products.
By adopting a customer-centric approach, focusing on iterative improvements, and fostering a culture of innovation, we
can create a dynamic and flexible product portfolio that adapts to changing market conditions. Leveraging technology
and data will help us make informed decisions, while a process for product development will allow us to compete with
our competitors.
Augment sales & marketing efforts by having a team across different geographies.
Sales and marketing of our products is very important for the overall growth of our business as we consider to many
clients across the globe and would want to expand our footprint across newer geographies. As a part of our strategy, we
intend to expand our presence in newer geographies by reaching out to new customers with our products. To give effect
to the same, it is imperative that we boost our sales and marketing efforts across different geography by setting up specific
teams across such geography as a part of our growth strategy. We may consider to set up new sales and marketing offices
in new jurisdictions to reach out to new customers and build our clientele base, allowing us to boost our portfolio, global
presence and overall revenue of the Company. Building a geographically dispersed sales and marketing team can be a
highly effective strategy to drive growth, especially in an increasingly globalized world. A cross-regional team allows
you to tap into diverse markets, understand local customer needs, and optimize your approach to various cultural and
economic environments.
Allocate marketing budgets flexibly depending on the region’s potential, demand, and competitive landscape. Some
regions may require more investment to establish brand presence, while others may already be mature markets that need
less support.
A successful geographically dispersed sales and marketing strategy requires a balance between global cohesion and local
relevance. By building a diverse, collaborative team with regional expertise, using the right tools for communication and
performance tracking, and tailoring your approach to each market's needs, you can create a dynamic and scalable global
sales and marketing engine.
Look for synergistic acquisition opportunities to expand faster in the education technology market.
Our industry is a specific niche industry requiring evolution and innovation at every level. Our Company also a very
competitive industry with many new companies entering and foraying in to the sector of vertical SaaS focused on the
learning and assessment market. As a part of our growth strategy, we intend to look for possible opportunities to
strategically invest and/or consider acquiring business in the sector of vertical SaaS, learning and assessment market to
gain a larger market share and expand our presence in the industry.
As part of our inorganic expansion strategy, we may explore opportunities for acquisition or collaborations, which can
help us expand our presence. We intend to leverage the expertise of our Promoters and management to assess growth
opportunities. Our management and our board as a part of our strategy are evaluating options and avenues of strategic
opportunities, identify suitable targets for the purpose of any possible opportunities for strategic acquisitions and
collaborations for the purpose of enhancing our footprint, profitability and market cap. Identify potential acquisition
targets in complementary businesses or emerging markets to accelerate growth. We also seek to pursue such opportunities,
amongst other things to expand our portfolio of service offerings and also to boost our technology capabilities. We expect
to benefit as a whole from such possible opportunities for strategic acquisitions and collaborations that may arise. By
pursuing such acquisition opportunities, we intend to consolidate our market position cities where we currently operate.
Acquisitions and partnerships will allow us to accelerate our market penetration and gain access to new revenue streams.
By acquiring or partnering with the right opportunity, our Company can integrate modern and efficient solutions into its
portfolio, enhancing the overall client experience, and creating better and quality product solution offering. Strategic
acquisitions could lead to economies of scale, reduced operational costs, and a more consolidated service offering,
ultimately enhancing our Company’s competitive positioning in the market.
We intend to maintain a disciplined approach to acquisitions and consider various selection criteria such as market
potential, financial stability, technology, and potential synergies with our existing operations. We intend to evaluate
various such opportunities on an ongoing basis to evaluate the right opportunity. By pursuing inorganic growth through
strategic acquisitions, partnerships, and geographic expansion, our Company can diversify its revenue streams, increase
market share, and accelerate its growth trajectory.
206As of the date of this Prospectus, we have not identified any proposed target or entered into any binding agreements in
relation to any potential acquisition. We hereby confirm that pursuant to the board resolution dated August 11, 2025 with
a quorum with majority of the directors being the Independent Directors of the Company, the Board has passed the agenda
confirming that the cash balances of the Company as available on the three months period ended June 30, 2025 shall be
utilised towards targeted acquisitions/investments towards entities that are in similar lines of business and such
acquisition/investments towards entities that are in similar lines of business and such acquisition/investments shall not be
made with any of the entities related to the Company or its Promoter, Promoter Group and Directors.
To venture into the AI spectrum and develop AI based products
As per Arizton Report, with the inclusion of GenAI tools in the L&D landscape, opportunities for customization,
engagement, and efficiency have increased. The recent advancement in the realms of Artificial Intelligence has opened
up frontiers for improvements in the way technology can transform education. One of the key areas in education where
AI in technology can positively improve effectiveness is online assessments. As per Arizton Report, advanced assessment
platforms now leverage AI and ML to create personalized assessments that adapt to individual learners' needs. We have
developed a suite of AI-powered Agents, and supporting entities like LLMs, including small LLMs for automated
question item generation and test construction, AI-assisted auto-marking of written, spoken, and programming responses.
smart post-test forensics and smart flagging of duplicate & compromised items. AI enables the creation of adaptive and
dynamic assessments that can adjust in real time based on a student’s performance. These assessments provide a
personalized learning experience, catering to individual student’s needs and abilities. AI-powered assessment tools can
identify areas where students require additional support and adjust the difficulty level accordingly, ensuring a more
engaging and effective learning process. AI-powered bots can engage in role-play scenarios, providing students with a
realistic and interactive assessment experience. This technology allows for more authentic and immersive assessments,
replicating real-world situations students may encounter in their future careers. AI can provide real-time assistance to
students during assessments by quickly analysing responses, providing immediate corrections, response explanations for
complex problems, and alternative answers. AI can further provide feedback on student strengths and areas for
improvement, allowing them to focus their study efforts more effectively. AI can develop personalized remediation plans
for students based on their assessment performance data. These plans provide targeted exercises and resources to help
students address their weaknesses and improve their understanding of the subject matter. AI is revolutionizing the field
of education and assessment and can also bring in efficiencies in Remote Proctoring. We have used AI in Remote
Proctoring for face, voice, object, keystrokes detection as well as selective blurring of test content for proctors. AI’s ability
to offer immediate feedback, reduce human error, and create engaging content allows students to focus on their learning
and achieve their academic goals. We have used AI for Predictive Analytics and detection of at-risk students in
universities. We have been incorporating AI into our processes and operations. As a part of our growth strategy, we intend
to create AI driven innovative and transformative applications in the realm of education and assessment, ultimately
benefiting students in their educational journey.
Develop modern and frontier technology to ensure that we provide the quality products to our customers.
Innovation and evolution are key factors in the sector of vertical SaaS, learning and assessment market. It is imperative
that we constantly evolve and innovate our technology and process to ensure that we provide upgraded modern end
products and services to our client which is new, updated, innovative and unique. This being a very competitive market
and to cater to the ever evolving and demanding need of our customers and it is imperative that we innovate and be up to
date with the use of the modern technologies to ensure that we create an enhanced and quality product for our customers
and business requirement. As a part of our R&D process we need to constantly develop and innovate our technology and
process system to ensure that we carve out suitable products as required by our clients. Our Company is working towards
to find innovative ways to adopt AI into our core processes and operations from development to deployment. AI-assisted
code generation, review, and correction have increased our developers’ productivity across technologies. The quality and
efficiency of our quality assessment teams have increased with AI-generated test scripts, plans, and cases. AI-assisted
automated deployments and issue prediction are being experimented with for seamless and issue-free deployments. AI-
assisted specifications documentation and user manuals are being tried out for quick, accurate technical documentation.
To be updated with the developments in the market and to ensure that we do not provide an obsolete product, as a strategy
it is imperative that we keep upgrading our quality level of the products on a regular basis by use of the right technology
and methodology and also creating a vast portfolio of our owned and protected intellectual property rights. Our strategy
towards growth is to ensure driving innovation at the point where emerging technologies intersect with educational
opportunities, where we will seek to prototype and pilot alongside vertical SaaS research partners to create ground
breaking products and services. This includes partnerships with reputed research oriented academic institutions across the
globe to deliver innovative products.
207Strategies towards people culture and accountability.
Creating a defined people culture and a system of accountability within our Company is essential for fostering high
performance, engagement, and long-term success. These elements work together to ensure that our employees are
motivated, aligned with our Company’s mission, and empowered to take ownership of their responsibilities. These values
become the foundation of our culture and guide decision-making at all levels. We want to consistently reinforce our core
values through internal communications, leadership examples, and team interactions. Ensure every employee understands
how their work contributes to these values and to the overall growth of the Company. We want to ensure that each
employee has a well-defined role with clear responsibilities. Clarity reduces ambiguity and helps employees understand
what’s expected of them. We want to set specific, measurable, achievable, relevant, and time-bound goals for individuals,
teams, and departments. This approach will ensure that employees know what success looks like and can track their
progress. We want to foster an environment of trust where leaders share company goals, challenges, and performance
openly. Transparency in decision-making helps employees feel connected to the company's mission and confident in
leadership. We want to foster a sense of collective responsibility for both successes and failures. When teams work
together to achieve shared goals, it encourages a collaborative environment where everyone feels responsible for the
outcome. We want to offer ongoing training that helps employees develop the skills needed to succeed in their roles and
become more accountable and focus on leadership training, communication, time management, and problem-solving
skills. We will help employees see a clear career path within our organization. This empowers them to take ownership of
their personal growth, knowing that their efforts will be recognized and rewarded.
One of our strategies is to provide a sense of ownership and promote the people culture and accountability in our Company
in recognising the inclusiveness and cohesiveness of all employees to walk together and contribute towards the growth of
an organisation. The culture of accountability recognises employees contributing to the greater good of any organisation
by employees being accountable of their roles and taking ownership of one’ work duties and showing the initiative to get
them done. It creates a space for various benefits such as trust, morale boosting, confidence, productivity, efficiency,
quality of work, creativity, new ideas, innovation, collective approach, and leadership qualities.
Our strategy towards people culture and accountability will involve clear expectations and goals, open lines of
communication and leadership to make a better team of professionals, ensuring that they deliver optimal customer services
to our clients. As a part of our strategy to enhance the people culture and accountability practice in our Company, we try
to ensure that each employee understands how their work contributes towards the success of our Company. As a part of
our strategy, we set clear expectations from our employees and engage with them in setting up a milestone and work
towards it. We want to create an environment of safety and stability by creating the sense of accountability and
inclusiveness amongst our employees.
As a value-driven company, our business purpose is critical in realising our strategic ambitions to ensure the growth of
our Company to greater heights. As a part of our strategy, we therefore aim to recruit, retain and train efficient and skilled
employee personnel to ensure that they work and blend with the ethos and ethics of the Company to ensure the growth of
the business of. the Company. The training that we intend to impart to our employees will be committed to our aims, to
be creative and innovative, to deliver quality solutions; to continuously research, design and develop effective teaching
and learning solutions; to be fast-growing and profitable, to ensure our Company is economically viable; to acquire
marquee customers through excellent relationships and domain knowledge; and nurture a talented workforce with ethical
and sound business practices. We intend to set specific targets for our sales force linked to strategic and business objectives
to enhance the growth factor of the Company. We intend to lay down specific responsibilities and accountability to all
and make them feel inclusive, set out specific regular appraisal and feedback, accompanied by individual development
plans.
Building a people-focused culture with clear accountability is a long-term commitment that requires leadership buy-in,
consistent reinforcement, and a focus on continuous improvement. By creating an environment where employees are
empowered, supported, and held accountable, you can foster a culture of high performance, trust, and collaboration.
Products
Our Company has products and services bifurcated into four business verticals namely (a) Assessment & Proctoring
Solutions, (b) Learning & Students Success Systems, (c) Educational Technology Services and (d) Learning, Design &
Content Services.
Our products are bifurcated into two segments of Assessment & Proctoring Solutions and Learning & Students Success
Systems. Our Assessment and Proctoring Solutions business verticals comprise of products (a) SARAS e-Assessments,
and (b) EasyProctor and our Learning and Student Success Systems business verticals comprise of products (a) SARAS
208Learning Solutions, (b) OpenPage, (c) EnablED, (d) CollegeSparc and (e) LearnActiv - K 12 Learning Solutions
Our Educational Technology Services and Learning, Design & Content Services provide services in these business
verticals. Within Educational Technology Services, we provide end-to-end product engineering and a range of customized
solutions to our clients. High-end technology stack and deep domain knowledge enables company to provide services like
Product Engineering, Custom Solutions, Cloud Services, Data Analytics, Consulting and Accessibility Testing Services.
We offer instructional design and strategy, custom content development, content conversion services, and learning design
for our clients as part of the Learning Design and Content Solutions.
We have created our product catalogue based on innovative research and technology to cater to our client requirements
in the field of vertical SaaS, learning and assessment market. Few of our products are described herein below.
SARAS
SARAS test and assessment is a smart, secure, and reliable platform for all assessment needs. SARAS test and assessment
provides high-quality assessment solutions across various sectors, including professional sectors, awarding bodies, test
publishers, educational publishers, universities, colleges, schools, and corporations. It has been adopted globally as a
platform to enhance the versatility of test management and delivery.
SARAS product has various modules and features such as item authoring, item bank management, meta-data management,
test authoring, test bank management, item authoring workflow configuration, secured and device agnostic exam delivery,
candidate management system, test center management, IRT based reports, analytical reports, remote proctoring system
with live and recorded invigilation capabilities, Integration APIs for 3rd party system integrations, and a few other key
features.
SARAS is critically tested and certified for the application security. It supports auto scaling deployment to handle higher
concurrency of test-takers and ensure no compromise in performance.
SARAS architecture enables to scaling of specific services on-demand, such as the authoring service, the test delivery
service, the reporting service and a few others. It supports enterprise, public cloud, private cloud and hybrid deployments.
The test & assessment module also offers the SARAS eMarking Service, which is a comprehensive marking solution that
supports end-to-end on-screen marking processes. The processes include Marking project setup, Pre-standardisation and
standardisation, live marking, quality management, auto and semi-auto marking and publishing results to the assessment
systems. Roles such as principal examiner, team leader, examiner and assistant examiner are part of the marking service,
and each role is provided with a customised dashboard and functions based on their role requirements.
The lifecycle of SARAS - The first version of SARAS test & assessment product was developed during 2002-2005. The
next upgrade Versions 2.0 and 3.0 were released in 2012 and 2015 respectively. With a new naming convention, Version
4 Release 1 was released in 2021 and the current version is Version 4 Release 29.
EasyProctor
EasyProctor, an online remote proctoring solution, is one of the AI-enabled products from our Company. It
ensures educators and students a secure test environment by supporting three modes of online remote proctoring:
1. Record and Review (Image only)
2. Record and Review (Video-Audio)
3. Live Proctoring
4. Automated Proctoring
EasyProctor supports the broadest audience of users. It allows us to use any device with a fully responsive application
design. EasyProctor is also fully localised and can support various languages at the application level.
The artificial intelligence (AI) engine in EasyProctor is built based on AWS Rekognition from Amazon Web Services.
The AI engine flags any unscrupulous behaviour of a student during exam delivery. The AI engine processes the image and
video feeds which are flagged with critical, medium, and low-risk observations. The flagged items are timestamped and
enable further review by proctors. The live mode of proctoring allows on-screen evaluation and marking for the proctored
video stream before its approval or rejection.
209EasyProctor has a well-defined integration framework to support integration with any assessment platform or learning
management system (“LMS”). The solution supports a widget-based integration with the test player in the assessment
and LMS platform. The proctoring services are embedded as a widget within the test player and establish communication
between systems without impacting the student’s test-taking experience. The students are only expected to enable or allow
necessary permissions in browsers to activate the webcam and audio. The students launch the test player, which in turn
activates the EasyProctor widget, and there is no change in the user experience.
EasyProctor provides a dashboard for administrators and proctors where the administrator or a proctor can play the role
of an onboarding agent to verify the student’s identity if there are issues during the automated identity verification process.
The admin and the proctor can troubleshoot any issues students may have with launching the exam.
EasyProctor exposes and consumes APIs to exchange data between other systems (Assessment management system, LMS)
and ensures data consistency. It has APIs for authentication and authorisation services to enable SSO with other platforms.
EasyProctor can be integrated with existing applications using SSO mechanism such as SAML, LTI and API to ensure
that user is able to use single account to access multiple applications.
The lifecycle of EasyProctor- The first version of EasyProctor was developed during 2020-2021. Version 2.0 was released
in 2023 and Version 3.0 (current version) was released in 2025.
SARAS Learning Management System
SARAS Learning Management System (“LMS”) enables publishers and school systems to enable school teachers and
students with a variety of tools and resources to enhance the quality of their teaching-learning processes.
Features include facility to create, manage and deliver structured and organised Teaching and learning through Lesson plans
using digital learning content as well as assessments to measure the magnitude of student learning using both score as
well as Rubrics. It enables online classroom using collaboration tools and delivery of differentiated learning and remedial
learning for individual learners and student groups based on their needs. Teacher toolkits, assignment tools and voice-enabled
search enhances usability for a teacher. Variety of AI enabled features including lesson plan generator, assessment/quiz
generator assists teachers to quickly creating teaching resources.
Reports are available both at micro-level and as a Holistic Gradebook.
The lifecycle of SARAS Learning Management System - The first version was developed between 2010-2011. The Version
2.0 was released in 2012. The Version 3.0, Version 4.0 and Version 5.0 were released in 2014, 2016 and 2018 respectively
and current version being Version 5.2 was released in 2024-2025.
OpenPage
It is an end-to-end digital publishing solution that helps to deliver an analytics-driven personalised learning experience.
The digital interactive textbook platform helps publishers and teachers effortlessly create, enrich, manage, distribute, and
analyse interactive content through a book-like interface.
Benefits
• Personalized Learning
• Rich Analytics
• Complete e-textbook Management
• Multi-platform Publishing
• Ease of Integration
• Branded Apps
• Automated One-click PDF to EPUB Conversion
The lifecycle of OpenPage- The first version was developed between 2010-2012. The Version 2 and Version 3 were released
in 2013 and 2025 respectively.
EnablED
EnablED is a next-generation unified SaaS LMS in the domain of e-learning and is primarily designed to achieve the vision
of an agile enterprise with flexible training and assessment processes. It is built on serverless architecture that delivers
seamless integration with the external and enterprise applications and enables reusability, extensibility, scalability, and
210performance.
EnablED supports organisations in delivering various functions and workflows in the learning and assessment areas.
enablED consists of a suite of features with built-in capabilities for configuring and orchestrating business (learning and
assessment) services, allowing for the creation and modification of workflows with minimal effort and cost.
EnablED is a comprehensive enterprise learning and development system that includes features such as online self-learning
management, instructor-led training management, quiz management, social collaboration, content repository, competency
management, and gamification elements like leaderboards for a competitive learning experience.
EnablED Mobile Application is available in both Android and IOS platforms. EnablED Mobile Application is synchronous
with EnablED Web application to ensure the User Experience (UX) is uninterrupted and progressive. EnablED Web
application is also mobile responsive and works seamlessly on mobile browsers with a responsive User interface (“UI”).
The lifecycle of EnablED - The first version was developed between 2019-2021. Version 2 was released in 2022-2025.
LearnActiv K-12 Learning Solutions
LearnActiv K-12 Learning Solutions is a specially designed Early Childhood Care and Education (“ECCE”) programme
that helps a child to acquire cognitive, social, creative & aesthetic, gross and fine motor skills through activity-based
approach. The activities are designed keeping in mind the recommendations from the popular theories of ECCE.
The product includes weekly activity manual and digital materials such as recorded video sessions, rhymes, stories, and
interactive games through parent app, physical kit consisting of all the support materials required to execute the weekly
activities, counseling sessions with Early Childhood Education counsellor, activity evidence upload through parent app
for discussion with teachers, performance-based stars as well as child portfolio and certification.
In addition to the early childhood education, LearnActiv K-12 Learning Solutions product range includes numeracy kits
for preparatory years (grades 3-5) and a host of beyond the curriculum learning activities and skill development
programmes for preparatory and middle years (grades 6-8).
The lifecycle of LearnActiv K-12 Learning Solutions - The first version was developed between 2015-2018. Version 2
was released in 2020.
CollegeSPARC
It is an intelligent, data-driven Student success platform that empowers students to take control and navigate optimally
through their college education and beyond. The platform blends person-driven advice, planning, and guidance with
modern statistical and artificial intelligence techniques to predict, guide, and recommend a suitable course of action to
students throughout their college journey.
The platform ensures that students get actively involved in making decisions concerning their present and future. It provides
tools to create and maintain viable academic plans, provide visibility into the future, and helps them strengthen their weak
areas through insights and remediation. Students can evaluate the opportunity cost and impact of any major changes and
are empowered to make decisions. Throughout the program, the platform engages them and provides timely interventions
in terms of tutoring, remedial learning, and advising sessions with an advisor/program counsellor so that they can
successfully graduate on time.
Benefits:
• Brings consistency to the quality of advising and counselling interactions with students
• Delivers value by lowering the relative cost of educational programs
• Serves more students with the existing staff and infrastructure
• Prepares high-quality graduates who are employable in the industry
The lifecycle of CollegeSPARC- The Version 1.0 of CollegeSPARC was developed during 2013-2018. Version 2.0, 3.0,
4.0 and 5.0 were released in 2020, 2022, 2023 and 2025 respectively.
AI-Levate
AI-Levate is a suite of AI-powered micro-apps and services designed to seamlessly integrate into existing learning,
assessment, and proctoring systems. Rather than requiring a wholesale transformation, AI-Levate enables customers to
211solve one problem at a time by selectively integrating tools that improve efficiency, effectiveness, and user experience.
Its modular, plug-and-play architecture allows for minimal disruption to existing workflows, making it an ideal solution
for organizations looking to enhance their systems incrementally and cost-effectively.
AI-Levate operates as a buffet of specialized apps and services, giving customers the flexibility to choose what they need
and when they need it. Whether it's AI-powered question generation, personalized learning pathways, intelligent proctoring,
or automated assessment analysis, AI-Levate delivers targeted improvements that add measurable value across the learning
lifecycle.
We leverage a combination of synthetic and real-world data to train our AI models. Our Company meticulous in ensuring
that all training data is fully owned by us, devoid of personal sensitive information, and rigorously screened for bias. This
helps us maintain both ethical integrity and data privacy in all our AI solutions.
For customer-specific deployments, models are trained using the customer’s own data, allowing the AI to adapt to domain-
specific nuances and performance requirements. These models are hosted on dedicated, isolated instances, guaranteeing
that customer data and models remain fully segregated. There is no cross-contamination—the data from one customer is
never used to train models for another.
AI-Levate leverages a range of Large Language Models (“LLMs”) depending on the specific use case. Where applicable,
we customize or fine-tune open-source foundation models (such as Mistral and Llama) or commercial offerings (such as
GPT 4o, Claude Sonnet and Gemini), always ensuring compliance with data governance and performance needs. For
sensitive deployments, we also support on-premise or air-gapped installations to meet the highest standards of privacy
and control.
Business Process Flow
212End-to-End Business Process Flow
Our business process begins with Zoho CRM, which serves as the primary system for managing customer interactions.
The sales process starts with capturing Leads, followed by maintaining Contacts and Customer Accounts. As
opportunities arise, they are tracked under Opportunities, leading to the creation of Quotes or Tenders. Once a deal is
closed, it moves into the Deal stage, and financial transactions are managed through Z-Books for invoicing and
payments.
Proposal Estimation and Costing
When a business opportunity is identified, the ES (Excelsoft) Costing and Proposal Estimate System comes into play.
Our Presales teams prepare Proposals, Cost Estimates, formulates Proposal Quotes using Project Costing. The
proposal estimation is critical for determining the feasibility and profitability of the project. Once the estimation is
complete, the information is passed to ES Timesheet and Project Management System for execution planning.
Project and Resource Management
The ES Timesheet and Project Management System manages the operational aspects of project execution. It helps
teams to oversee contractual agreements such as MSA (Master Service Agreement), SOW (Statement of Work), and
PO (Purchase Orders), along with project-specific details like milestones, product/service offerings, and billing line
items.
• The system also assists in estimating the required effort based on Band and Skill Levels.
• Billing Requests are initiated and updated based on project progress.
• It also helps in Headcount Projection to assess resource needs.
Financial Management and Revenue Forecasting
Once the project execution begins, financial transactions are handled through Zoho Books, which manages Sales Orders
(SO), Invoices, Collections, Expenses, and Payments. Financial projections and revenue estimations are managed by
the ES Revenue Forecasting System, which tracks:
• Estimated New Business,
• Confirmed Orders and Repeat Business,
• Rolling Forecasts for future revenue insights.
The forecasting data is integrated into Zoho Analytics to generate MIS Reports and Margin Analysis, offering business
insights for decision-making.
Employee and Attendance Management
For workforce management, Zoho People handle Employee Data, Timesheets, and Attendance. Employees’
attendance is tracked through a Biometric and RFID System, which records Gate Entry Logs.
Payroll Processing
The employee timesheet and attendance data feed into Zoho Payroll, ensuring accurate salary processing and payroll
management.
Analytics and Reporting
All financial, operational, and HR data flow into Zoho Analytics, which generates comprehensive Management
Information System (MIS) Reports and conducts Margin Analysis, supporting strategic business decisions.
Marketing and Promotion
Our motive as an organisation is to establish a brand focused on the learning and assessment market across the globe,
adopting specific targeted strategies to reach out to our customers and market our specific product categories. Our target
is qualification & certification bodies, awarding & credentialing bodies, admission tests councils, corporates &
government entities and universities for assessment solutions. We also reach out and connect to educational publishing
213houses, technical and educational institutions/academies, and the L&D departments of companies for learning solutions.
We work towards identifying prospects across various geographies and focus on reaching decision-makers in geographies
like the Americas, Europe, APAC, and Middle East and tailor our approach based on specific job titles, responsibilities,
and pain points across different sectors. We work towards finding the qualified leads and monitor public and private
procurement portals, government websites, industry publications, and networking events to identify RFP opportunities
relevant to our products and services. Our Company follows a process of organic search, such as utilizing search engines
to identify potential customers through their websites and online portals. We engage in personalized engagement to boost
our sales and marketing activity and generate leads through conferences and events in which we participate and through
online portal advertisement. We also market our products through digital and social media marketing and take
memberships in industry associations and organisations such as CII, Indo American Chamber of Commerce, corporate
membership at ANZ (Australia and New Zealand)-India Business Chamber and life member at Mysore Chamber of
Commerce & Industry where we participate as office bearers, championing and leading national level events in the
education, learning and assessment sectors.
We work towards submitting tailored proposals and provide demos, clearly articulating how our solution meets the
prospect's needs and provides unique value. Once we identify, we send personalized emails through CRM tools or direct
e-mails to the leads. Interested leads connect with our sales team for further discussions, demos, and product presentations.
Leads who find value in our solutions are qualified and converted into customers.
Competition
We operate in a competitive industry with various players in the vertical SaaS sector focused on Learning & Development
and Assessment Market. We come across different competitors for each of our products. Competition is territory specific
as well. Our global footprint coupled with wide range of products, innovations & updated technology that we bring into
our products & services, decades of experience and expertise in implementing solutions across the vertical SaaS sector
focused on Learning & Development and Assessment Market, deep domain knowledge and our long-standing client
relationships differentiate us from our competitors. We have been able to create a clientele portfolio across the globe with
our products and services. With over two decades of experience and expertise in implementing solutions across the
vertical SaaS sector focused on Learning & Development and Assessment Market, we do face competition from many of
our old as well as upcoming competitors. For details of our competitors, see “Industry Overview” on page 162 of this
Prospectus.
Technology
Our information technology system is critical to our business. We use software systems to assist us with various functions
such as product development, providing services to our customers, and managing employee details, payrolls, timesheets,
billing, and inventory management. We also have automation and disaster recovery tools as a part of our IT infrastructure.
Software handled by IT department are classified into 3 types namely Approved General Software (Software which are
not involved in direct project production or system configuration), Developer/Designing Applications software (Software
which are involved in direct project production only), Systems & System Management Software (Software which are
used for system configuration and operation and system management.). Development and implementation to automate all
internal business function related operations using AI platforms and AI agents has made significant progress. The
Company has invested in technology tools to automate internal processes including development over the years.
The functions carried out by IT department include recommendation for procurement of any information processing assets
required for the business operations, development and maintenance of the IT infrastructure, network support &
management of laptops, desktops, workstations and servers, installation & maintenance of operating systems, software
(development / designing / office tools / general purpose / IT related), user access management, e-mail system etc. for the
projects carried out by our Company.
Personnel carrying out activities in our IT department are qualified on the basis of their appropriate education, experience
and/ or training. Activities of the IT department are carried out as per the responsibility assigned in the procedure. Based
on the complexity of the work, our IT team will decide the requirements of work instructions and records to maintain.
214Research and Development
We promote, inspire and facilitate multidisciplinary research to find innovative solutions to critical problems in various
application areas that include education, learning and assessment market. We create innovative and differentiated products
to help solve complex problems that we come across in our customer business needs and the vertical SaaS focused on the
learning and assessment market by way of our deep research and innovation programme.
Personalized learning approaches are algorithm-based, and building these algorithms requires a team of psychometricians,
computing experts and computing power will support our Company’s effort to continually improve personalized learning
strategies across our products.
Our research and development team is key to develop AI and ML-based next-generation adaptive test engines and
intelligent engines for automated construction of items and tests in the learning and assessment market. Our R&D team
also works towards AI in content development and learning experience as a part of our product portfolio.
We have partnered with the Indian Institute of Technology (IIT) Ropar to establish ‘Prof. Dhananjaya Lab for Education
Design and Creative Learning’, an advanced educational technology research lab named after the Late Prof.
Manchukondanahalli Hiriyanna Dhananjaya, a visionary educationist and the former chairman and Promoter of our
Company. This partnership aims to combine academic research and industry expertise to foster innovation in Edtech
across areas like assessments, proctoring and education delivery; with AI at its core. Under the collaboration, the lab will
conduct in-depth product research with an aim to reimagine learning and assessments for the AI world. The lab aims to
build proprietary/indigenous AI models on top of existing Learning and Assessment products to boost their functionality,
making them more robust and scalable. The lab also intends to enable blue-skies research for discovery of new ideas,
principles, or technologies to further enhance the education and learning ecosystem.
Insurance
Our operations are subject to various risks inherent in the Vertical SaaS & Assessment industries as well as fire, theft,
earthquake, flood, acts of terrorism and other force majeure events, that may cause injury, loss of life, severe damage to
property and equipment, and environmental damage. We maintain standard insurance policies for our assets and our
employees. As of August 31, 2025, our material policies include (i) cyber security insurance; (ii) professional indemnity
insurance; (iii) group medi-claim insurance; (iv) group term life insurance; (iv) group personal accident insurance;(v)
commercial general liability insurance which includes directors and officers insurance; (vi) standard fire and allied perils
insurance; (vii) money, theft and burglary insurance; (ix) storm, tempest, flood, inundation, earthquake, terrorism and
other force majeure event insurances; and (x) group total protect insurance (xi) Directors and Officers Liability Insurance
Policy.
Over and above the business-related insurances availed by the Company as mentioned hereinabove, our Company has
also obtained various third-party/ comprehensive insurance policies with respect to various two-wheeler/ four-wheeler
vehicles owned by the Company.
215The insurance coverage of our Company for the period ended August 31, 2025 and for the Fiscal 2025, Fiscal 2024 and
Fiscal 2023 is as below:
(In ₹ million, except percentage)
For the period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
August 31, 2025
Amount of Assets* 173.64 181.78 491.32 468.16
Amount of Assets Insured 162.39 180.65 432.37 416.65
Amount of Sum Insured 159.31 173.35 390.02 375.30
(Coverage)
Insurance Coverage % 98.00 96.00 90.00 90.00
*Assets include Property, Plant and Equipment only.
The terms of our insurance policies are typically for a period of one year and renewed annually and are generally in
accordance with customary industry practices, including the terms of and coverage provided by such insurance. The
insurance policies are reviewed periodically to ensure that the coverage is adequate. However, our insurance policies may
not be able to cover all of our losses and we cannot provide any assurance that we will not incur losses or suffer claims
beyond the limits of, or outside the relevant coverage of, our insurance policies See, also “Risk Factors- Our insurance
coverage for the previous 3 Fiscals is not 100% of the assets of our Company and thereby may not adequately protect us
against operating hazards and this may have an adverse impact on our business.” on page 43.
Employees
Our Company’s HR strategy focuses on attracting top-tier talent by tapping into both traditional recruitment channels
(such as job boards, employee referrals and recruitment agencies) and emerging platforms (such as tech-specific talent
pools, industry conferences, and hackathons). We aim to create a diverse and inclusive workplace by proactively
recruiting from a range of backgrounds, skills, and experiences.
We have 1,109 employees working with us as on August 31, 2025. The following table provides a department wise
breakdown of our employees:
Functions Number of employees
Mysuru Noida Hyderabad USA Singapore Dubai Total
Operations 864 128 42 4 1 1,039
Management 10 11 1 1 1 1 25
Site Technician 13 2 1 - - - 16
Secretarial, Finance & Accounts 17 1 0 - - - 18
Human Resource 9 2 0 - - - 11
Total 913 144 44 5 2 1 1,109
We have an Executive Board, comprising of senior officers, that take collective decisions on important business matters.
Our Company’s business units and departments are lead by competent and experienced professionals. Our Company is
organised as a hybrid-matrix organisation where apart from people working exclusively in vertical business units, there
are shared services that work across verticals.
Our employees are an integral part of our business. We recruit employees through word of mouth, referrals,
advertisements, recruitment agencies/portals, universities, and colleges. Our employees are qualified as per the
requirements of each job deliverable, with a significant number of them having industry experience in their respective
functional domains. Considering our business and the competitive market, over the last few years we have significantly
increased our focus on our employees and have launched various new initiatives aimed at attracting, engaging, retaining
and developing key talent across the organization. We impart specific training to our employees to mould them in the
right manner and make them fit for the job and the requirement. As a part of our human resources practice we have
implemented and put in practice many policies, such as internet policy, virtual private network (VPN) policy, IT security
policy, email policy, disciplinary action policy, human resources policy, leave policy, workplace harassment policy,
rewards and recognition policy. Excelife is our employee engagement program through which, we have employee groups
conduct a variety of activities including celebrations of national days and certain festivals. Our employees engage in
meaningful social work and volunteering through Excelife program.
216The attrition rate for our employees for the period ended August 31, 2025, Fiscals 2025, Fiscal 2024 and Fiscal 2023 was
4.53%, 11.59%, 10.03% and 17.09%, respectively. As a part of our talent retention mechanism, we invest in the growth
of our employees by providing adequate training program at regular intervals to our employees to empower them with
necessary functional, technical and soft skills and also be updated with constant regulatory and market changes so that
they can achieve excellence in their work. In addition, in the past we have adopted employee stock option schemes in
accordance to the provisions of the applicable law with the objective of retaining our existing talent and to also attract
new talent.
Intellectual Property
For details regarding intellectual property rights, please refer to “Government Approvals and Other Statutory Approvals
–Intellectual Property related approvals of our Company and Material Subsidiaries” on page 389. Also see, “Risk Factors
–We may fail to protect our intellectual property rights and may be exposed to misappropriation and infringement claims
by third parties, either of which may have a material adverse effect on our business and reputation.” on page 76.
Properties
The details of the leasehold properties in the name of the Company as on the date of this Prospectus is provided herein
below:
S.No Property Leased/ Lessor/ Sub- Tenure (if Amount in ₹
Licensed Lessor applicable) million
(Relationship,
if any)
Registered Office and Software Development Centre
1. Plot No. 1-B, Hootagali Industrial Area Leased Pedanta September 01, ₹1.63 million per
situated in Survey no. 85 of Hootagalli Technologies 2024 to August month
Village, Kasaba Hobli, Mysore Taluk, Private 31, 2029 (inclusive of rent
Mysore District – 570018 Karnataka, Limited paid under
India measuring 43,346 square feet (Corporate property
along with built up area of 14,343 Promoter) mentioned in S.
square feet(1) No. 2 of this
table)
Property used for Administrative Purpose and Software Development Centre
2. Plot No. 1-C Part II and III, Hootagali Leased Pedanta September 01, ₹1.63 million per
Industrial Area situated in Survey no. 85 Technologies 2024 to August month
of Hootagalli Village, Kasaba Hobli, Private 31, 2029 (inclusive of rent
Mysore Taluk, Mysore District – Limited paid under
570018 Karnataka, India measuring (Corporate property
77,113 square feet along with built up Promoter) mentioned in S.
area of 24,617 square feet(1) No. 1 of this
table)
Property used as Company Guest House
3. No.82 bearing flat No. FF 101,102 and Leased Dhananjaya January 01, ₹0.06 million per
103 approx 5230 square feet, Mysore - Sudhanva 2025 to month
570012 Karnataka, India (Promoter) November 30,
2025
Other Properties used as Software Development Centre
4. Plot no. A 42/6, Suite No.401 with a Leased RKR Software November 01, ₹0.67 million per
super built-up area of 8500 square feet Solutions 2025 to month
on 4th floor Sector – 62, Noida – Private September 30,
201301 Uttar Pradesh, India. Limited 2026
5. 23 workstations and 02 manager cabin Leased Software June 30, 2025 ₹0.01 million per
and 01 discussion room in 2nd floor, Technology to April 30, month for
IMAGE Incubation centre, Software Parks of India 2026 workstations and
Technology Parks of India, Divyasree ₹ 0.01 million
solitaire, Plot No. 14 & 15, Software per month for
Units layout, HITEC City, Madhapur, cabin
Hyderabad - 500081, Telangana, India
6. Plot No. 39 P3, Koorgalli Industrial Leased Karnataka May 22, 2024 ₹0.02 million per
217Area, Mysore - 571606 Karnataka, Industrial to May 22, acre per annum
India(2) Areas 2034
Development
Board
7. No.1310 & 1333, Nikhil Plaza, Sub- Pedanta March 15, ₹0.24 million per
Gaganachumbi Double Road, G & H Leased Technologies 2025 to month for the
Block, Kuvempunagara, Mysore – Private February 15, period of March
570023 Karnataka, India. Limited 2026 15, 2025 to April
(Corporate 14, 2025
Promoter)
₹0.25 million per
month for the
period of April
15, 2025, to
February 14,
2026.
(1) Lease Deed entered into between the parties has been adjudicated and is pending registration in view of the digitalisation of revenue and land
settlement records by the Government of Karnataka.
(2) An application for the transfer of the leasehold rights to Pedanta Technologies Private Limited, the Promoter of our Company was submitted by
us to the Karnataka Industrial Areas Development Board on December 16, 2024.
CSR activity: We have adopted a Corporate Social Responsibility (“CSR”) policy in compliance with the requirements
of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014. Our CSR initiatives
contribute to our overall strategy of engaging with our customers and giving back to the society and planet in line with
our organisational belief.
As a part of our CSR initiative process, we make contribution to Excel Empathy Foundation which in turn makes donation
to various charitable organisation for its maintenance, sponsorship of education for children, support families affected by
chronic diseases and disorders and construction of building blocks for children and Indian Institute of Technology, Ropar
(“IIT Ropar”) which is being utilized for enhancing our learning infrastructure and research under Dhananjaya Lab for
Education Design, an advanced research lab at IIT Ropar.
However, in the past, our Company in few instances has not adhered to compliance requirements required to be carried
out while carrying out CSR activities. For further details, see chapter titled “Risk Factor- There have been instances of
non-compliances and delay in filings with respect to regulatory filings under the Companies Act, 2013 by our Company
in the past. Further, we may be subject to regulatory actions and penalties for any such past or future non-compliance or
delays under the relevant provisions of the Companies Act, which can be substantially high once adjudicated, having an
impact on our business, financial condition and our reputation may be adversely affected. We have also filed
compounding applications and have sought adjudication, as applicable, with the Ministry of Corporate Affairs, Regional
Director and the RoC, Karnataka at Bangalore with regard to the non-compliances and discrepancies in relation to
statutory filings required to be made by us under the Companies Act, and adverse adjudication of the same may require
us to pay substantial penalties under the provisions of the Companies Act, which may have a significant impact on our
financial condition.” on page 57.
218KEY REGULATIONS AND POLICIES
The following description is a summary of the key regulations, statutes, circulars, directions and policies as prescribed
by the Central / State Governments that are applicable in India to our Company and Material Subsidiaries. The
information detailed in this chapter has been obtained from publications available in the public domain. The regulations
set out below are not exhaustive, and are only intended to provide general information to the investors and are neither
designed nor intended to be a substitute for professional legal advice.
The following description is a summary of the relevant regulations and policies as prescribed by the Government of India
that are applicable to the Company. The statements below are based on the current provisions of Indian law, and the
judicial and administrative interpretations thereof, which are subject to change or modification/ amendment by
subsequent legislative, regulatory, administrative or judicial decisions.
For details of government approvals obtained by us, see the chapter titled “Government and Other Statutory Approvals”
beginning on page 386 of this Prospectus.
A. IT and Data Protection Laws
1. The Information Technology Act, 2000 (the “IT Act”) and the rules made thereunder
The IT Act creates liability on a body corporate which is negligent in implementing and maintaining reasonable security
practices and procedures, and thereby causing wrongful loss or wrongful gain to any person, while possessing, dealing or
handling any sensitive personal data or information in a computer resource owned, controlled or operated by it but affords
protection to intermediaries with respect to third- party information liability. The IT Act also provides for civil and criminal
liability including compensation, fines and imprisonment for various computer related offences. These include offences
relating to unauthorized access to computer systems, damaging such systems or modifying their contents without
authorization, unauthorized disclosure of confidential information and committing of fraudulent acts through computers.
In April 2011, the Department of Information Technology under the then Ministry of Communications and Information
Technology notified the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal
Data or Information) Rules, 2011 (the “IT Personal Data Protection Rules”) under Section 43A of the IT Act and notified
the Information Technology (Intermediaries Guidelines) Rules, 2011 and Information Technology (Reasonable security
practice and procedure and sensitive personal data or information) Rules, 2021 (the “IT Intermediaries Rules”) under
Section 79(2) of the IT Act. The IT Personal Data Protection Rules prescribe directions for the collection, disclosure,
transfer and protection of sensitive personal data. The IT Intermediaries Rules require persons receiving, storing,
transmitting or providing any service with respect to electronic messages to not knowingly host, publish, transmit, select
or modify any information prohibited under the Intermediaries Rules and to disable such information after obtaining
knowledge of it.
As our Company is a global vertical SaaS company focused on the learning and assessment market, we interchange
sensitive information, data, records, functions, security procedures and like and hence our working is governed by
Information Technology Act, 2000. 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.
2. Digital Personal Data Protection Act, 2023
This act was first introduced as a bill in 2019 as The Personal Data Protection Bill, 2019. The act received the assent of
the President on the 11th of August 2023 and came into force, providing for regulating the collectionand processing of
digital personal data by companies collecting data in digital form or in non-digital form which is digitised subsequently.
The Digital Personal Data Protection Act, 2023 is also applicable to processing of digital personal data outside the territory
of India, if such processing is in connection with any activity related to offering of goods or services to data principals
within the territory of India. The Digital Personal Data Protection Act, 2023 stipulates obligations in relation to collection,
recording, organisation, structuring, storage, adaptation, retrieval, use, alignment or combination, indexing, sharing,
disclosure by transmission, dissemination or otherwise making available, restriction, erasure or destruction of personal
data and appointment of a data protection officer for grievance redressal. In addition, significant data fiduciaries, as
219defined in the Digital Personal Data Protection Act, 2023 are required to appoint an independent data auditor who will
evaluate their compliance with the Data Protection Act
The act aims to provide for protection of the privacy of individuals relating to their personal data, specify the flow and
usage of personal data, create a relationship of trust between persons and entities processing the personal data, protect the
fundamental rights of individuals whose personal data are processed, to create a framework for organizational and
technical measures in processing of data, laying down norms for social media intermediary, cross-border transfer,
accountability of entities processing personal data, remedies for unauthorized and harmful processing, and to establish a
Data Protection Authority of India for the said purposes and for matters connected there with or incidental thereto.
B. Intellectual Property Laws
1. The Trade Marks Act, 1999 (the “Trade Marks Act”)
The Trade Marks Act provides for the application, registration and protection of trademarks in India. The Trade Marks Act
provides exclusive rights to the use of trademarks such as, brands, labels and headings that have been registered and to
provide relief in case of infringement of such marks. The Trade Marks Act prohibits any registration of deceptively similar
trademarks. The Trade Marks Act also provides for penalties for infringement and for falsifying and falsely applying
trademarks and using them to cause confusion among the public.
Our Company has obtained and applied for trademark registrations for the various brands and logos used in our business
which are subject to the provisions of the Trade Marks Act, 1999.
2. The Copyright Act, 1957 (the “Copyright Act”)
The Copyright Act provides for registration of copyrights, assignment and licensing of copyrights, and protection of
copyrights, including remedies for infringement. The Copyright Act protects original literary, dramatic, musical or artistic
works, cinematograph films, and sound recordings. In the event of infringement of a copyright, the owner of the copyright
is entitled to both civil remedies, including damages, accounts and injunction and delivery of infringing copies to the
copyright owner, and criminal remedies, including imprisonment and imposition of fines and seizure of infringing copies.
Copyright registration is not mandatory under the Copyright Act for acquiring or enforcing a copyright, however, such
registration creates a presumption of ownership of the copyright by the registered owner.
Under the copyright law, the creator of the original expression in a work is its author who is vested with a set of exclusive
rights with respect to the use and exploitation of the work. The author is also the owner of the copyright, unless there is a
written agreement by which the author assigns the copyright to another person or entity, such as a publisher, where work
is done under a ‘work for hire’ agreement, the copyright vests with the hirer, i.e., the person providing the work. The
owner of copyright in a work can assign or license his copyright to any person, such as publisher, under a written
agreement. Copyright subsists in a work since the time it comes into being. Therefore, registration of copyright neither
creates any rights nor precludes enforcement of the existing ones. However, owing to its evidentiary value, a registered
copyright is easier to establish in the court of law. The term copyright varies across different types of works. In the case
of broadcasts, the Act grants “broadcast reproduction rights” to broadcasting organizations which subsist for 25 years.
C. Other Relevant Legislations
1. The Micro, Small and Medium Enterprises Development Act, 2006 (‘MSMED Act’)
The Micro, Small and Medium Enterprises Development Act, 2006 as amended from time to time (MSMED Act) seeks
to facilitate the development of micro, small and medium enterprises. The MSMED Act provides that where an enterprise
is engaged in the manufacturing and production of goods pertaining to any industry specified in the first schedule to the
Industries (Development and Regulation) Act, 1951, the classification of an enterprise will be as follows pursuant to a
notification dated June 01, 2020:
a) a micro enterprise, where the investment in Plant and Machinery or Equipment does not exceed one crore rupees and
turnover does not exceed five crore rupees where the investment-in-plant and machinery does not exceed twenty-five
Lakh rupees-shall-be-regarded-as-a-micro-enterprise;
b) a small enterprise, where the investment in Plant and Machinery or Equipment does not exceed ten crore rupees and
turnover does not exceed fifty crore rupees where the investment-in-plant-and-machinery is more than twenty-five-
Lakh rupees-but-does-not-exceed five crore-rupees shall be regarded-as-a-small-enterprise;
220c) a medium enterprise, where the investment in Plant and Machinery or Equipment does not exceed fifty crore rupees
and turnover does not exceed two hundred and fifty crore rupees where the investment in plant and machinery is more
than five crore-rupees but does not exceed-ten-crore rupees shall be regarded as a medium enterprise.
The MSMED Act provides for the memorandum of micro, small and medium enterprises to be submitted by the relevant
enterprises to the prescribed authority. While it is compulsory for medium enterprises engaged in manufacturing to submit
the memorandum, the submission of the memorandum by micro and small enterprises engaged in manufacturing is
optional. The MSMED Act defines a supplier to mean a micro or small enterprise that has filed a memorandum with the
concerned authorities. The MSMED Act ensures that the buyer of goods makes payment for the goods supplied to him
immediately or before the date agreed upon between the buyer and supplier.
The MSMED Act provides that the agreed period cannot exceed forty-five days from the day of acceptance of goods it
also stipulates that in case the buyer fails to make payment to the supplier within the agreed period, then the buyer will
be liable to pay compound interest at three times of the bank rated notified by the Reserve Bank of India from the date
immediately following the date agreed upon. The MSMED Act also provides for the establishment of the Micro and Small
Enterprises Facilitation Council (“MSME Council‟). The Council has jurisdiction to act as an arbitrator or conciliator in
a dispute between the supplier located within its jurisdiction and a buyer located anywhere in India.
The MSMED act provides for appointment and establishment of National Board by the Central Government for MSME
enterprise with its head office at Delhi. The Central Government may from time to time for the purpose of promotion and
development of the MSME and to enhance the competitiveness in the sector organise such programmers, guidelines or
instructions, as it may deem fit. In case of any offences under this act, no court inferior to that of Metropolitan Magistrate
or Chief Metropolitan Magistrate shall try the offence under this act.
2. Shops and Establishments Legislations
Under the provisions of local shops and establishments legislations applicable in different states, commercial
establishments are required to be registered. Such legislations regulate the working and employment conditions of workers
employed in shops and commercial establishments and provide for fixation of working hours, rest intervals, overtime,
holidays, leave, termination of service, maintenance of shops and establishments and other rights and obligations of the
employers and employees.
The main objective of the Shops and Establishments Act is to:
a) Regulate the working & employment conditions of the workers employed in shops & establishments, including,
commercial establishments, and
b) fix the number of working hours, rest intervals, overtime, holidays, leave and termination of service.
The Company is having its registered office at Mysore, Karnataka and premises at Noida and the provisions of the
Karnataka Shops and Establishments Act 1961, and Uttar Pradesh Shops and Commercial Establishment Act, 1947 are
respectively applicable to the Company which has registered their premises under these Acts.
3. Fire Prevention Laws
State governments have enacted laws that provide for fire prevention and life safety. Such laws may be applicable to our
offices and Training Centers and include provisions in relation to providing fire safety and life saving measures by
occupiers of buildings, obtaining certification in relation to compliance with fire prevention and life safety measures and
impose penalties for non-compliance.
4. Municipality Laws
State governments are empowered to endow municipalities with such powers and authority as may be necessary to enable
them to perform functions in relation to permitting the carrying on of trade and operations. Accordingly, State
governments have enacted laws authorizing municipalities to regulate use of premises, including regulations for issuance
of a trade license to operate, along with prescribing penalties for non-compliance.
5. 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
221“CCI”) as the authority mandated to implement the Competition Act, 2002. The provisions of the Competition Act
relating to combinations were notified on March 4, 2011 and came into effect on June 1, 2011. Combinations which are
likely to cause an appreciable adverse effect on competition in a relevant market in India are void under the Competition
Act.
D. Laws Relating to Employment
1. The Employees Provident Fund and Miscellaneous Provisions Act, 1952 (“Act”) and the schemes formulated
there under (“Schemes”)
The Employees Provident Funds and Miscellaneous Provisions Act, 1952 (“EPF Act”) was introduced with the object to
institute compulsory provident fund for the benefit of employees in factories and other establishments.
EPF Act provides for the institution of provident funds and pension funds for employees in establishments where more
than 20 (twenty) persons are employed and factories specified in Schedule I of the EPF Act. Under the EPF Act, the
Central Government has framed the “Employees Provident Fund Scheme”, “Employees Deposit-linked Insurance
Scheme” and the “Employees Family Pension Scheme”. Liability is imposed on the employer and the employee to
contribute to the funds mentioned above, in the manner specified in the statute. 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 above mentioned schemes.
2. Employees State Insurance Act, 1948, as amended (the “ESIC Act”)
The ESIC Act, provides for 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
contributions in relation thereto. In addition, the employer is also required to register itself under the ESI Act and maintain
prescribed records and registers.’
3. Payment of Gratuity Act, 1972
The Payment of Gratuity Act, 1972 applies to every shop or establishment within the meaning of any law for the time
being in force in relation to shops and establishments in a State, in which ten or more persons are employed, or were
employed, on any day of the preceding twelve months. It provides for payment of gratuity to the employees who have put
in a continuous service of five years, in the event of their superannuation, retirement, resignation, death or disablement
due to accident or disease: Provided that the completion of continuous service of five years shall not be necessary where
the termination of the employment of any employee is due to death or disablement. Gratuity is calculated at the rate of 15
days’ wages for every completed year of service with the employer. Presently, an employer is obliged for a maximum
gratuity pay out of 10,00,000 for an employee.
4. Contract Labour (Regulation and Abolition) Act, 1970
The Contract Labour (Regulation and Abolition) Act, 1970 (“Contract Labour Act”) was enacted to regulate the
employment of contract labour in establishments and to provide for its abolition in specific circumstances. This act applies
to:
a) To every establishment in which twenty or more workmen are employed or were employed on any day of the preceding
twelve months as contract labour;
b) To every contractor who employees or who employed on any day of the preceding twelve months twenty or more
workmen provided that the appropriate Government may after giving not less than 2 (two) months' notice, by
notification in the Official Gazette, apply the provisions of this Act to any establishment or contractor.
Further, it contains provisions regarding Central and State Advisory Board, registration of establishments, prohibition of
employment of contract labour in any process, operation or other work in any establishment by the notification from the
State Board, licensing of Contractors and welfare and health of the contract labour. Contract Labour (Regulation and
Abolition) Central Rules, 1971 are formulated to carry out the purpose of the Contract Labour Act.
5. The Employees’ Compensation Act, 1923
The Employees’ Compensation Act, 1923 has been enacted with the object to provide compensation to workmen by
employers for injuries caused by accident(s) arising out of and in the course of employment, and for occupational diseases
222resulting in death or disablement. In case the employer fails to pay the compensation under the provisions of the
Employees’ Compensation Act, 1923 within 1 (one) month from the date it falls due, the employer may be directed to
pay the compensation along with the interest.
6. Maternity Benefit Act, 1961
The Maternity Benefit Act, 1961 provides for leave and right to payment of maternity benefits to women employees in
case of confinement or miscarriage etc. The act is applicable to every establishment which is a factory, mine or plantation
including any such establishment belonging to government and to every establishment of equestrian, acrobatic and other
performances, to every shop or establishment within the meaning of any law for the time being in force in relation to
shops and establishments in a state, in which ten or more persons are employed, or were employed, on any day of the
preceding twelve months; provided that the state government may, with the approval of the Central Government, after
giving at least two months’ notice shall apply any of the provisions of this act to establishments or class of establishments,
industrial, commercial, agricultural or otherwise.
7. Equal Remuneration Act, 1979
The Equal Remuneration Act 1976 provides for payment of equal remuneration to men and women workers and for
prevention discrimination, on the ground of sex, against female employees in the matters of employment and for matters
connected therewith. The act was enacted with the aim of state to provide Equal Pay and Equal Work.
8. Minimum Wages Act, 1948
The Minimum Wages Act, 1948 (“MWA”) came into force with an objective to provide for the fixation of a minimum
wage payable by the employer to the employee. Under the MWA, every employer is mandated to pay the minimum wages
to all employees engaged to do any work skilled, unskilled, manual or clerical (including outworkers) in any employment
listed in the schedule to the MWA, in respect of which minimum rates of wages have been fixed or revised under the
MWA. It prescribes penalties for non-compliance by employers for payment of the wages thus fixed.
9. Child Labour Prohibition and Regulation Act, 1986
The Child Labour Prohibition and Regulation Act 1986 prohibits employment of children below 14 years of age in specific
occupations and processes and provides for regulation of employment of children in all other occupations and processes.
Employment of Child Labour in our industry is prohibited as per Part B (Processes) of the Schedule.
10. The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013
In order to curb the rise in sexual harassment of women at workplace, this act was enacted for prevention and redressal
of complaints and for matters connected therewith or incidental thereto. The terms sexual harassment and workplace are
both defined in the act. Every employer should also constitute an “Internal Complaints Committee” and every officer and
member of the company shall hold office for a period of not exceeding three years from the date of nomination. Any
aggrieved woman can make a complaint in writing to the Internal Committee in relation to sexual harassment of female
at workplace. 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, organising 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.
In order to rationalize and reform labour laws in India, the Government has enacted the following codes:
a) Code on Wages, 2019, which regulates and amalgamates wage and bonus payments and subsumes 4 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. 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.
b) Industrial Relations Code, 2020, which consolidates and amends laws relating to trade unions, the conditions of
employment in industrial establishments and undertakings, and the investigation and settlement of industrial disputes.
It subsumes the Trade Unions Act, 1926, the Industrial Employment (Standing Orders) Act, 1946 and the Industrial
Disputes Act, 1947.
223c) Code on Social Security, 2020, which amends and consolidates laws relating to social security, and subsumes various
social security related legislations, inter alia including the Employee’s State Insurance Act, 1948, the Employees’
Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act,1961 and the Payment of Gratuity
Act, 1972. It governs the constitution and functioning of social security organisations such as the Employee’s
Provident Fund and the Employee’s State Insurance Corporation, regulates the payment of gratuity, the provision of
maternity benefits and compensation in the event of accidents that employees may suffer, among others.
d) The Occupational Safety, Health and Working Conditions Code, 2020, consolidates and amends the laws
regulating the occupational safety and health and working conditions of the persons employed in an establishment. It
replaces 13 old central labour laws including the Contract Labour (Regulation and Abolition) Act, 1970 and received
the presidential assent on September 28, 2020.
Other than few provisions of the Code on Social Security which have been recently notified, the provisions of these codes
shall become effective on the day that the Government shall notify for this purpose
E. Foreign Investment and Exchange Regulations
1. The Foreign Trade (Development & Regulation) Act, 1992
The Foreign Trade Act, read with the applicable provisions of the Indian Foreign Trade Policy 2023, authorizes the
government to formulate as well as announce the export and import policy and to keep amending the same on a timely
basis. As per the provisions of the FTA, the Government: (i) may make provisions for facilitating and controlling foreign
trade; (ii) may prohibit, restrict and regulate exports and imports, in all or specified cases as well as subject them to
exemptions; (iii) is authorized to formulate and announce an export and import policy and also amend the same from time
to time, by notification in the Official Gazette; (iv) is also authorized to appoint a 'Director General of Foreign Trade' for
the purpose of the Act, including formulation and implementation of the Export-Import Policy. FTA read with the Indian
Foreign Trade Policy inter-alia provides that no export or import can be made by a company without an Importer-Exporter
Code number unless such company is specifically exempt. An application for an Importer-Exporter Code number has to
be made to the office of the Joint Director General of Foreign Trade, Ministry of Commerce.
2. 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 for
Promotion of Industry and Internal Trade (“DPIIT”), Ministry of Commerce & Industry, Government of India. The
Government of India has from time to time made policy pronouncements on FDI through press notes and press releases.
The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry (formerly Department
of Industrial Policy and Promotion), Government of India (“DPIIT”) issued the Consolidated Foreign Direct Investment
Policy notified by the DPIIT File Number 5(2)/2020-FDI Policy dated the October 15, 2020 (“FDI Policy”), which
consolidates and supersedes all previous press notes, press releases and clarifications on FDI issued by the DPIIT that
were in force and effect prior to October 15, 2020. 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 within the specified sectoral caps under the foreign direct investment policy and transfer does not attract
the provisions of the SEBI 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.
F. Tax Related Legislations
1. 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. Under section 139(1)
of the Act, every Company is required to file its Income tax return for every previous year by 30thSeptember of the
Assessment Year.
Other compliances like those relating to Tax Deduction at Source, Fringe Benefit Tax, Advance Tax, and Minimum
Alternative Tax and the like are also required to be complied by every Company.
2242. Goods and Service Tax (GST)
The Goods and Services Tax (“GST”) is levied on supply of goods or services or both jointly by the Central Government
and State Governments. GST provides for imposition of tax on the supply of goods or services and will be levied by the
Central Government and by the state government including union territories on intra-state supply of goods or services.
Further, Central Government levies GST on the inter-state supply of goods or services.
The GST is enforced through various acts viz. Central Goods and Services Act, 2017 (“CGST”), relevant state’s Goods
and Services Act, 2017 (“SGST”), Union Territory Goods and Services Act, 2017 (“UTGST”).
3. Customs Act, 1962
The provisions of the Customs Act, 1962 and rules made there under are applicable at the time of import of goods
i.e. bringing into India from a place outside India or at the time of export of goods i.e. taken out of India to a place
outside India. Any Company requiring to import or export any goods is first required to get it registered and obtain
an IEC (Importer Exporter Code).
4. Importer Exporter Code
Under the Indian Foreign Trade Policy, 2004, no export or import can be made by a person or company without an
Importer Exporter Code number unless such person/company is specifically exempted. An application for an
Importer Exporter Code number has to be made to the office of the Joint Director General of Foreign Trade, Ministry
of Commerce. An Importer Exporter Code number allotted to an applicant is valid for all its branches/divisions/
units/factories.
5. Service Tax (Finance Act, 1994)
In accordance with Rule 6 of Service Tax Rules the Company is required to pay Service tax in TR 6 challan by fifth
of the month immediately following the month to which it relates. Further under Rule 7 (1) of Service Tax Rules,
the Company is required to file a half yearly return in Form ST 3 by twenty fifth of the month immediately following
the half year to which the return relates.
G. Laws relating to General Corporate Compliance
1. The Companies Act, 2013
The Companies Act primarily regulates the formation, financing, functioning and restructuring of separate legal entity as
companies. 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 lays 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.
2. Indian Contract Act, 1872
Indian Contract Act codifies the way we enter into a contract, execute a contract, implementation of provisions of a
contract and effects of breach of a contract. The Act consists of limiting factors subject to which contract may be entered
into, executed and breach enforced as amended from time to time. It determines the circumstances in which promise made
by the parties to a contract shall be legally binding on them. It is the essential Act which is being used for each and every
commercial transaction.
3. The Indian Stamp Act, 1899
Under the provisions of 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 is required to be paid on all instruments
specified under the Act at the rates specified in the schedules to the Act. The applicable rates for stamp duty on instruments
chargeable with duty vary from state to state. Instruments chargeable to duty under the Act which are not duly stamped
are incapable of being admitted in court as evidence of the transaction contained therein and it also provides for
impounding of instruments that are not sufficiently stamped or not stamped at all.
225H. Laws applicable to us after listing of our Equity Shares on the Stock Exchanges including amendments
1. Securities Contracts (Regulation) Act, 1956 (“SCRA”)
The SCRA provides for direct and indirect control of virtually all aspects of securities trading and the running of stock
exchanges and aims to prevent undesirable transactions in securities. It gives central government/SEBI regulatory
jurisdiction over stock exchanges through a process of recognition and continued supervision, contracts in securities and
listing of securities on stock exchanges.
2. Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI
ICDR Regulations”)
The SEBI ICDR Regulations are a primary framework which governs the process of raising capital by companies in India
through public issue, rights issue, preferential issue, bonus issue by a listed issuer, qualified institutions placement by a
listed issue and issue of Indian Depository Receipts, IPOs by SMEs and listing without any public issue. The Regulations
aim to ensure transparency, adequate disclosures, investor protection and fair practices in the securities market.
3. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”)
The SEBI LODR Regulations ensure that all listed companies adhere to uniform standards of transparency, disclosure,
and corporate governance, thereby protecting investor interests and maintaining market integrity. The regulations govern
financial disclosures, board composition, shareholder rights, related party transactions, and timely reporting of material
events. Non-compliance with SEBI LODR Regulations can attract monetary penalties, suspension of trading, freezing of
promoter shareholding, or even delisting of securities, making strict adherence essential for any listed entity.
4. Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“SEBI PIT
Regulations”)
The SEBI PIT Regulations aim to curb trading based on unpublished price-sensitive information (“UPSI”). The
regulations define who qualifies as an ‘insider’ and prohibit such persons from dealing in securities while in possession
of UPSI. Listed companies must implement a code of conduct, maintain a digital database of information sharing, and
define trading windows for employees. The framework ensures fair trading and confidence in market integrity. Violation
of SEBI PIT Regulations can result in penalties and/or criminal action.
5. Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
(“SEBI SAST Regulations”)
The SEBI SAST Regulations govern the acquisition of shares or control in listed companies. Acquirers who cross specific
thresholds must make an open offer to public shareholders to give them an exit option. The regulations ensure that all
takeovers or control changes are transparent and equitable. The regulations include detailed timelines, pricing norms, and
disclosure requirements. These regulations are critical in maintaining fairness during mergers, acquisitions, and hostile
takeovers.
6. Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to
Securities Market) Regulations, 2003 (“SEBI FUTP Regulations”)
The SEBI FUTP Regulations prevent manipulative and unethical practices such as price rigging, pump and dump
schemes, circular trading, front-running, and misrepresentation, among others. These regulations empower SEBI to
investigate and act against any unfair conduct. The law is designed to maintain orderly market conditions and protect the
interests of retail investors. Violations under SEBI FUTP Regulations can lead to penalties, bans, and criminal
prosecution. These rules are essential to sustaining investor trust, deterring manipulative behaviours and maintaining
market efficiency.
226HISTORY AND CERTAIN OTHER CORPORATE MATTERS
Brief history of our Company
Our Company was incorporated as a private limited company under the provisions of the Companies Act, 1956 vide
certificate of incorporation issued by Registrar of Companies, Bangalore at Karnataka (“RoC”) on June 12, 2000 as
“Excelsoft Technologies Private Limited”. Our business was started by our former Chairman and Promoter late Prof.
Manchukondanahalli Hiriyanna Dhananjaya, and our Promoters Late Sukanya Dhananjaya, Dhananjaya Sudhanva, and
Lajwanti Sudhanva. Pursuant to the incorporation, our Company vide board resolution dated July 31, 2000, approved the
acquisition of M/s Sudhanva Enterprises a partnership that was held by late Prof. Manchukondanahalli Hiriyanna
Dhananjaya, late Sukanya Dhananjaya, Dhananjaya Sudhanva, and Lajwanti Sudhanva. The acquisition was recorded by
the parties under an agreement dated August 1, 2000. For further details, see chapter titled “Capital Structure” on page
106. Further, pursuant to a special resolution passed by our shareholders on July 22, 2024, our Company was converted to
a public limited company and our name was changed to “Excelsoft Technologies Limited”. A fresh certificate of
incorporation consequent to change of name was issued by the RoC on September 17, 2024.
Changes in our Registered Office
There has been no change in our registered office of our Company since the date of incorporation.
Main Objects of our Company
The main objects contained in the Memorandum of Association of our Company are as mentioned below:
1. “To establish, create, organize, conduct, acquire, maintain, run, support, aid, provide, and develop and to carry on
the business of development and sale of computer software in general, and in the field of information technology, web-
based applications, E-Commerce and to buy, sell act as dealers, brokers, contractors, sub – contractors, agents,
importers, and exporters of all kinds of computer software, to render consultancy in computer software in all conceivable
areas.
2. To establish, create, organize, conduct, maintain, run, support, aid, provide, Internet facilities, Internet Solution and
to act as Internet Solution Provider.
3. To establish, maintain, run, develop, improve, extend and aid in establishing, maintaining, improving and extension
of centers, institutions, providing computer education and computer training both in hardware and software, internet
based education and training, and in all its fields and branches, either formal or informal, either commercially or non –
commercially on its own or by obtaining franchise from any institution companies, organizations, commercial concerns
providing and imparting such education and computer training, education whether formal or otherwise.
4. To carry on the business as manufacturers of and dealers in computer hardware, its spares, components, accessories
and tools, to carry on research and development activities in the field of computers.
5. To offer all types of Information Technology consulting services and Information Technology enabled services.
6. To purchase, acquire and takeover for cash or by exchange or otherwise, as a going concern the partnership firm M/s
Sudhanva Enterprises (Trade Name Excel-Soft) with all its assets and liabilities including goodwill, brand name,
copyrights, patents, trademark, intellectual property, licenses, and or any other rights and liabilities of the said
partnership firm and to carry on the business hither to carried on, develop or wind up or liquidate the business of the
said partnership firm, and to enter into with the partners of the said firm, such agreements which may hence become
necessary.”
Amendments to our Memorandum of Association in the last 10 years
Except as stated below, there have been no amendments to our Memorandum of Association in the last 10 years preceding
the date of this Prospectus:
227Date of change/ Nature of amendment
shareholders’
resolution
July 22, 2024 Clause I of our Memorandum of Association was amended to reflect the change in name of our
Company from ‘Excelsoft Technologies Private Limited’ to ‘Excelsoft Technologies Limited’
pursuant to conversion of our Company from a private limited company into a public limited
company.
October 31, 2024 Amendment to clause V of the Memorandum of Association, pursuant to increase in Authorised
Share Capital from ₹ 3,00,00,000/- divided into 30,00,000 Equity Shares of face value ₹10/-
each to ₹ 150,00,00,000/- divided into 15,00,00,000 Equity Shares of face value ₹10/- each
Major events and milestones
The table below sets forth some of the major events and milestones in the history of our Company:
Year Major Events / Milestones
2000 Acquisition of partnership firm M/s Sudhanva Enterprises (Trade name Excel-soft) along with
its assets, liabilities, goodwill, brand-name, etc.
2006 Company designed and built an assessment platform for Pearson Inc. based on our core software
‘SARAS’
2007 Built a service-oriented architecture-based platform for learning and assessment which was
licensed through our then joint venture Freedom to Learn Limited (former Subsidiary) to a
United Kingdom based entity and some of its affiliates
2008 Acquisition of Freedom To Learn Limited as our wholly owned Subsidiary
2009 Acquisition of Imfinity Pte Ltd. (presently known as Excelsoft Technologies Pte. Ltd) as our
wholly owned Subsidiary
2011 Launched our platform OpenPage
2012 Acquisition of Meteor Online Learning Limited (presently known as Excelsoft Technologies
Limited) as our wholly owned Subsidiary
Incorporated Excelsoft Technologies Inc. as our wholly owned Subsidiary.
2013 We developed a platform called Educational Positioning System (EPS) (now called College
SPARC)
2021 A certification body, The Chartered Quality Institute registered under the Royal Charter opted
for SARAS
2023 Developed an Artificial Intelligence (AI) platform -AI-levate
2024 Acquisition of Enhanzed Education Private Limited as our wholly owned Subsidiary
Conversion of our Company into a public limited company
Key Awards, Accreditations or Recognitions
The table below sets forth some of the awards, accreditation or recognitions received by our Company:
Year Awards, Accreditations and Recognitions
2003 Winner of the Microsoft Office System Solution Builder Program 2003 for “SARAS”
Assessment Management System
2006 Karnataka State Best IT Exporter Award for the Financial Year 2005-2006 (Sub-centre
Mysore)
2007 STPI Best IT Exports Award 2006-2007 (Sub-Centre Mysore)
2012 Best Innovation in Pedagogical Practices at the World Education Summit 2012
2013 Inc. India Innovative 100 - Certificate of Excellence in recognition of smart innovation
2014 Life Membership of Mysore Chamber of Commerce & Industry
2017 STPI IT Export Award 2016-2017-Highest Exporter-IT: Mysuru Region
STPI IT Export Awards 2018-2019- Highest Exporter-ITES: Mysuru Region
2019
Member of Indo-American Chamber of Commerce
e-Assessment Association Award 2021-Best International Implementation
2021
STPI IT Export Awards 2020-21-Best Performer: Mysuru Region
2022 e-Assessment Association Award 2022- Best Transformational Project
228Year Awards, Accreditations and Recognitions
Won Gold in the Brandon Hall Group Awards- Best Advance in ILT Management and
Delivery
Won Bronze in the Brandon Hall Group Awards- Best Advance in Education Delivered
Through Technology
ISO certification ISO/ IEC 27001:2013 by SGS United Kingdom Ltd
Karnataka State (Sub-centre Mysore) Best IT Exporter Award for the Financial Year 2021-
2022
e-Assessment Association Award 2023 - Best Summative Assessment Project (International
Medical University)
e-Assessment Association Award 2023 - Best International Implementation (Digital
Assessments for Schools in Remote Pacific Islands)
Won Silver in the Brandon Hall Group Awards (Edtech Excellence Award)- Best Online
Courses or MOOCs Solution category under the title ‘Inclusive eCourses-Unlocking
2023 Accessibility for Users with Disabilities
Won Bronze in the Brandon Hall Group Awards (Edtech Excellence Award)- Best Student
Study Tools under the title ‘Competency-Role Mapping for a large bank in the UAE’
STPI IT Export Awards 2022-23- Best Performer- IT/ITES: Mysuru Region for Exports up to
₹ 2000 crores.
Cyber Essential Plus- Certificate of Assurance.
ISO certification ISO 9001:2015 issued by Guardian Independent Certification Ltd (UK)
Member of Confederation of Indian Industry
Winner of the ‘HR Best Practices’ in the 3rd edition of the event ‘CII- Mysuru HR Best
Practices’ organized by Confederation of Indian Industry, Mysuru
2024
Recognition by Microsoft that our Company demonstrates technical capabilities in Microsoft
products and technologies and noted application development and cloud platform as Gold
competencies.
2025 Awarded as the “Outstanding Edtech Solution Provider- Silver” by ET Education at the
Economic Times Education Excellence Awards 2025
Corporate Member of ANZ (Australia and New Zealand)-India Business Chamber
ISO certification ISO 27001:2022 issued by SGS United Kingdom Ltd
Significant financial and strategic partners
Our Company does not have any strategic partnership and financial partnership as on the date of this Prospectus. Apart
from the various arrangements with bankers and financial institutions which our Company undertakes in the ordinary
course of business, our Company does not have any other financial partners.
Time and cost overrun in setting up projects by our Company
Since our Company is a service-oriented company, we do not experience any time or cost overruns in setting up projects.
Capacity/ facility creation and location of plants
Since our Company is a service-oriented company, capacity/facility creation and location of plants is not applicable to
our Company as on date of this Prospectus.
Defaults or rescheduling/restructuring of borrowings with financial institutions/banks
There are no defaults or rescheduling/restructuring of borrowings with financial institutions/banks as on date of this
Prospectus. For further information of our financing arrangements, please see the section titled “Financial Indebtedness”
on page 377.
Mergers or Amalgamation
Our Company has not undertaken any merger, demerger or amalgamation in the last 10 years preceding the date of this
Prospectus.
229Details regarding material acquisitions or divestments of business/undertakings, and any revaluation of assets in
the last 10 years
Vide Share Purchase Agreement dated July 03, 2024 our Company acquired Enhanzed Education Private Limited making
it, our wholly owned Subsidiary.
Except as stated hereinabove, our Company has not undertaken any material acquisitions or divestments of any business
or undertaking, or undertaken any revaluation of assets in the last 10 years preceding the date of this Prospectus.
Lock-out and strikes
There have been no instances of strikes or lock-outs at any time in our Company.
Launch of key products or services, entry into new geographies or exit from existing markets
For further details in relation to launch of key products or services, entry in new geographies or exit from existing markets,
see “Our Business" beginning on page 194.
Details of shareholders’ agreements
Our Company does not have any subsisting shareholders’ agreements among our Shareholder-vis our Company.
Material agreements
Except as stated below, our Company has not entered into any other subsisting material agreement, other than in the
ordinary course of business:
Sr. No Particulars
1. An agreement between M/s Sudhanva Enterprises and our Company was executed on August 1, 2000, for
the transfer of assets, liabilities, goodwill, and intellectual property to our Company as a going concern as
per the balance sheet as at July 31, 2000 including rights and usage over the name, brand and style of
‘Excelsoft’. As consideration, our Company allotted equity shares to the partners of Sudhanva Enterprises
as credit against their capital balance and paid the remaining amount in cash.
2. The Share Subscription Agreement (SSA) was executed on January 08, 2001 between our Company, Late
Prof. Manchukondanahalli Hiriyanna Dhananjaya, Dhananjaya Sudhanva, Sukanya Dhananjaya, Lajwanti
Sudhanva, and Unit Trust of India (Venture Funds Division) (“UTI”) (“Investor”), for the subscription by
UTI of:
a. 5,00,000 Equity Shares of face value ₹ 10/- each and a premium of ₹ 15/- each for a total consideration
of ₹ 12.50 million representing 33.33% of the paid up capital of the Company; and
b. 1,250,000 12% Optionally Convertible Cumulative Redeemable Preference Shares (“OCCRPS”) of
₹10/- each wherein the Investor would be entitled to exercise the option any time after January 31,
2002 based on the total revenue earned by the company during the 12 months period ending on March
31, 2002 (Stage 1). Further, the Investors were entitled to exercise the option any time after January
31, 2003 based on the achieved by the Company for the twelve months period ended January 31, 2003.
The conversion price was to be equivalent to 8 (eight) times the EPS. However, if the PAT achieved
was ₹ 16.80 million and a second investor acquires the shares of the Company at a higher price, the
conversion shall be at the price paid by the second investor.
3. The Share Subscription Agreement (SSA) was executed on March 20, 2006 between our Company, Pearson
Overseas Holdings Limited (“Pearson”), Late Prof. Manchukondanahalli Hiriyanna Dhananjaya,
Dhananjaya Sudhanva and UTI India Technology Venture Unit Scheme wherein our Company granted
Pearson warrant rights.
The warrant rights granted on June 30, 2006 to be exercised by not later than June 30, 2007; warrant rights
granted on June 2007 to be exercised by not later than December 31, 2008; and warrant rights granted on
June 30, 2008 to be exercised by not later than December 31, 2009.
Further, in the event Pearson becomes a shareholder of the Company, they would have right of first refusal
over any share transfers made by the existing shareholders and the Investors. Additionally, if the Company
decided to go with an initial public offer during the subsistence of the SSA, a 21day intimation was to be
230given to Pearson giving them the right to convert their warrants issued into ordinary shares.
4. The Share Purchase Agreement (SPA) was executed on March 31, 2008 between Unit Trust of India (UTI)
(‘Seller’), D.E. Shaw Composite Investment (Mauritius) Limited (‘Purchaser’), our Company, Late Prof.
Manchukondanahalli Hiriyanna Dhananjaya, Dhananjaya Sudhanva, Sukanya Dhananjaya, and Lajwanti
Sudhanva, for the transfer of 5,51,923 Equity Shares of face value ₹ 10/- each constituting 35.46% of the
paid - up capital of our Company. As per the SPA, the consideration arrived at was ₹ 1242.33 million and
the deadline for completion of transfer was to be on or before May 15, 2008 else the Seller would have the
option to terminate.
Seller was to procure waivers letters of any rights that third parties had over such transfer of shares, which
was adhered to. In addition to the SPA, the parties entered into an Option Agreement and Deed of Adherence
& Amendment dated March 31, 2008 in furtherance of the said share transfer.
5. The Share Purchase Agreement (SPA) was executed on June 04, 2008 between Late Prof.
Manchukondanahalli Hiriyanna Dhananjaya (Promoter 1), Dhananjaya Sudhanva (Promoter 2), Sukanya
Dhananjaya (Promoter 3), Lajwanti Sudhanva (Promoter 4), Arohi Emerging Asia Master Fund
(‘Purchaser’), and our Company, for the transfer of an aggregate of 1,55,493 Equity Shares.
The Purchaser had agreed to buy the Equity Shares in two tranches, i.e. 1,55,293 Equity Shares from
Promoters 3 and 4 for ₹ 374.52 million in the first tranche, and 200 shares from Promoters 1 and 2 for a
price between ₹ 0.482 million and ₹ 25.48 million in the second tranche.
This transaction represented 10% of the Company’s paid-up capital. Additionally, Pearson, Inc. and Pearson
Overseas Holding Limited were granted the right of first refusal. As part of the agreement, the parties also
m ade amendments to the Shareholders Agreement and the Articles of Association of the Company.
6. The Share Purchase Agreement (SPA) was executed on May 11, 2017 between Arohi Emerging Asia Master
Fund (‘Seller’), Pedanta Technologies Private Limited (‘Purchaser’), and our Company, for the transfer of
an aggregate of 1,55,493 Equity Shares at a purchase price of ₹ 411.6 million.
The SPA would only become effective once the Purchaser or its affiliates received funds as consideration
under a separate term sheet or agreement for purchasing the Company’s shares. If this condition was not
met, the SPA would be considered invalid.
Subsequently, if the purchase consideration was not paid by May 25, 2017, the Purchaser was required to
provide the Seller with a bank guarantee for the full amount valid for 90 days or until the payment was
completed.
Upon the completion of the transaction, the Shareholders Agreement dated January 8, 2001 and March 31,
2 008, along with its amendments, would be terminated.
7. The Share Purchase Agreement (SPA) was executed on June 29, 2017 between D.E. Shaw Composite
Investment (Mauritius) Limited, PCC (‘Seller’), Pedanta Technologies Private Limited (‘Purchaser’) and
our Company for the transfer of 551,923 Equity Shares for a purchase price of ₹ 1,668.4 million.
Upon the completion of the transaction, the Shareholders Agreement dated January 08, 2001 and March 31,
2 008, along with its amendments, would be terminated.
8. The Joint Venture Agreement (JVA) was executed on January 10, 2006 between our Company, Dynamic
Distance Learning Limited (DDL), and Freedom to Learn Limited (F2L) for the purpose of focusing on e-
learning solutions in the global market. From the effective date of this agreement and within 90 days, DDL
and our Company shall subscribe to 25,000 ordinary Equity Shares of £1 each of F2L. As per the JVA, there
can be 4 directors that can be appointed on the board of F2L, further, both DDL and our Company have the
right to appoint/ remove two directors each from the Company.
In the geographical territory of Europe, F2L shall be the sole distributor for the clients of our Company and
DDL. Further, the intellectual property rights of each party have been retained with each of them
r espectively.
9. The Subscription and Shareholders Agreement (SSA) was executed on April 19, 2010 between EEH
(BIDCO) Limited and our Company relating to Meteor Online Learning Limited (erstwhile known as
CycloneHaven Limited) for development, enhancement, and distribution of software and e-learning
solutions in specific markets. Both parties agreed to provide funding and regulate their respective
management responsibilities. A master services agreement, and intellectual property rights assignment and
intellectual property rights licensing were executed through separate agreements. Key decisions, such as
231major financial commitments, share transfers, and strategic changes, required mutual consent. The
agreement also included call and put options, allowing either party to buy or sell their shares under specific
conditions. Additionally, exit provisions were defined, including liquidation preferences, rights related to
share transfers, and the possibility of listing the company on a stock exchange.
10. The Share Purchase Agreement (SPA) between our Company, and Freedom to Learn Limited was executed
on September 23, 2008 for the transfer of 10 Equity Shares of Freedom to Learn Limited to our Company.
As of the date of this Agreement, the issued and paid-up share capital of Freedom to Learn was GBP 20
(Twenty Pounds Sterling), comprising 20 (twenty) ordinary shares with a face value of GBP 1 (One Pound
Sterling) each. Dynamic Distance Learning was the legal and beneficial owner of 10 (ten) ordinary shares
of GBP 1 (One Pound Sterling) each in Freedom to Learn, representing 50% (fifty percent) of its total issued
and paid-up share capital. Pursuant to this Agreement, Dynamic Distance Learning transferred its 10 (ten)
ordinary shares to our Company.
The parties to this SPA mutually agreed that, upon the execution of this SPA, all prior arrangements and
agreements between them concerning Freedom to Learn shall stand terminated with immediate effect.
However, the Joint Venture Agreement dated January 1, 2006, and the Joint Venture/Shareholders’
Agreement dated April 4, 2002, shall continue to remain in full force and effect.
11. The Share Purchase Agreement (SPA) between EEH (BIDCO) Limited, our Company, and Nelson Thornes
Limited relating to Meteor Online Learning Limited was executed on October 15, 2012 for the transfer of
750 A shares of £1 each and 1,150,907 B shares of £1 each of Meteor Online Learning Limited to our
Company.
Pursuant to the SPA, the parties have agreed to execute a Deed of Novation, in a mutually agreed form, in
relation to the Master Service Agreement governing software development. Furthermore, the parties have
mutually agreed to the appointment of Late Prof. Manchukondanahalli Hiriyanna Dhananjaya as a director
of the Company, following the resignation of C. M. Hay-Smith and A. M. Leese from their respective
directorships of EEH (BIDCO).
12. The Share Purchase Agreement (SPA) between Dhananjaya Sudhanva, Adarsh M S, Zinniea Consultants
Private Limited, our Company, and Enhanzed Education Private Limited was executed on July 03, 2024.
Pursuant to this SPA, Dhananjaya Sudhanva transferred 3,99,999 (Three Lakh Ninety-Nine Thousand Nine
Hundred Ninety-Nine) shares, Adarsh M S transferred 1,00,000 (One Lakh) shares, and Zinniea Consultants
Private Limited transferred 55,556 (Fifty-Five Thousand Five Hundred Fifty-Six) shares to our Company.
Post closing of the said transfer of shares, our Company held 5,55,555 shares (99.99%).
The SPA stipulates conditions precedent to be fulfilled by the parties prior to the Closing Date, including
but not limited to obtaining necessary consents and approvals, execution and delivery of transferor’s transfer
documents, board approval, issuance of split share certificates for the sale shares, confirmation of title,
absence of any material adverse effect, and execution of all requisite agreements and documents.
13. The Share Purchase Agreement (“SPA”) between our Company, Dev Ramnane, Prashant Goela, Nishith
Prabhakar, Romil Gupta, Kartik Ramakrishnan, Rohit Vaz, Steven Chea, Imfinity India Private Limited,
Imfinity Pte Limited, Imfinity Technologies Private Limited was executed on February 27, 2009 for the
transfer of shares of Imfinity India Pvt Ltd and Imfinity Pte Limited to our Company.
The parties to this Agreement are engaged in the business of e-learning, education technologies, and related
services. The Sellers have agreed to sell and transfer all their rights, title, and interest in the Sale Shares to
the Company. The parties have further mutually agreed that the entire share transfer transaction shall be
completed in four closings, with each closing occurring within one year from the previous closing.
The Sellers have agreed that, for a period of 24 (twenty-four) months from the date of the fourth closing or
from the date of cessation of their employment with the Company, whichever is later, they shall not, without
obtaining the prior written consent of the Company, directly or indirectly engage in any commercial activity
that is identical or similar to, or that competes with, the business of the Company.
14. The Scheme of Amalgamation of M/s. Imfinity India Private Limited (Transferor Company No.1) and M/s.
Imfinity Technologies Private Limited (Transferor Company No.2) with our Company(Transferee
Company) under section 394 read with section 391 (2) of the Companies Act, 1956 was passed by the High
Court of Delhi vide Order dated December 06, 2010 in C.A. (M) No. 212.2010.
The Hon’ble High court of Delhi observed that as M/s. Imfinity India Private Limited and M/s. Imfinity
232Technologies Private Limited are the wholly own subsidiaries and step-down subsidiaries of our Company
the amalgamation would help our Company to achieve higher efficiency.
Further, the Scheme of Amalgamation in Company Petition No.17/2011 of M/s. Imfinity India Private
Limited (Transferor Company No.1) and M/s. Imfinity Technologies Private Limited (Transferor Company
No.2), Huper LDT Private Limited (Transferor Company No.3) with our Company (Transferee Company)
has been duly merged as per the Order dated August 26, 2011 by the Honourable High Court of Karnataka.
Except as disclosed below, the Company confirms that there are no agreements and clauses/covenants which are material
and which needs to be disclosed and that there are no other clauses/covenants which are adverse/pre-judicial to the interest
of the minority/ public shareholders. Further, the Company confirms that there are no other agreements, deed of
assignments, acquisition agreements, inter-se agreements, agreements of like nature other than disclosed in this
Prospectus:
Trademark Assignment Deed
A Deed of Assignment dated September 17, 2024 was entered into for assignment of the following trademark from
Sudhanva Dhananjaya (Trading as: Excel-Soft partnership firm) to our Company:
S. No. Trademark Trademark Type Application No. Status Validity
1. Device 816085 Registered August 24, 2028
Guarantee Agreement
Our Company has provided a corporate guarantee vide a Guarantee Agreement dated May 06, 2024 to our Corporate
Promoter Pedanta Technologies Private Limited as a Corporate Guarantor has alloted 30,000 secured, unlisted,
redeemable debentures, non-convertible, each bearing a face value of ₹ 0.10 million aggregating to ₹3,000.00 million to
Vistra ITCL (India) Limited (Debenture Trustee) vide term sheet dated March 01, 2024 with our Corporate Promoter
Pedanta Technologies Private Limited being the Borrower and Investec Bank PLC being the Lender having a repayment
Tenor of 48 months with moratorium of 12 months which will be utilized for the following purposes:
a. Refund of lease deposits to Excelsoft: Up to ₹ 2450.00 million.
b. Purchase of identified immovable assets: Up to ₹ 250.00 million.
c. General corporate purposes and transaction fees and expenses to the extent paid by the Borrower: Up to ₹ 300.00
million
The terms of the Deed of Corporate Guarantee dated May 06, 2024 are as follows: -
1. This Guarantee is unconditional and irrevocable.
2. On failure of the Company to pay or discharge any part of its obligation, the Guarantor will have to within 5 business days
fulfill such obligation on receipt of the Demand Certificate from the Debenture Trustee.
3. Demand Certificate compliance is a conclusive proof of the liability of the guarantor is accrued.
4. In case of conflict, the Debenture Trust deed will take precedence.
5. The Guarantor shall jointly and severally indemnify the Debenture Trustee and Secured Party against any and all necessary
actual, suffered and paid costs. - obligation shall not arise in case of non-compliance of the Denture Trustee
6. The default interest shall be payable by the Guarantor.
7. To give effect to this guarantee, the Debenture Trustee and Holder will treat the Guarantor as the principal debtor.
8. All clearance for this guarantee shall be taken by the Guarantor.
9. Guarantor cannot assign or transfer this agreement.
The corporate guarantee was provided by mortgaging 2 properties, namely Plot No. 39 P3, Koorgalli Industrial Area, Mysore-
571606 Karnataka, India and Plot No 40-P-1, Survey No.101, Koorgalli Industrial Area, 3rd Phase, Mysore-570 018 Karnataka,
India.
Further, our Corporate Promoter vide their board resolution dated May 19, 2025 has approved that the proceeds receivable
pursuant to the Offer for Sale by our Corporate Promoter will be utilised only towards the repayment of ₹3,000.00 million availed
from Investec Bank PLC.
233Guarantees given to third parties by our Promoters offering Equity Shares in the Offer for Sale
The Promoters offering Equity Shares in the Offer for Sale have not provided any guarantees to third parties as on the date
of this Prospectus.
Our holding Company
As on date of this Prospectus, Pedanta Technologies Private Limited, our Corporate Promoter, is the holding company of
our Company.
Corporate information
Our Corporate Promoter is a private limited company incorporated on January 08, 2013 under the provisions of the
Companies Act, 1956. The corporate identification number of our Corporate Promoter is U72900KA2013PTC067557. Our
Corporate Promoter was incorporated with the Registrar of Companies, Bangalore at Karnataka. The registered office of
our Corporate Promoter is located at 1-B Hootagalli Industrial Area, Mysore - 570018 Karnataka, India.
Main objects
The main objects of our Corporate Promoter are:
1. To carry on in India or elsewhere, the business of software designing, development, customization, implementation,
maintenance, testing and benchmarking; to import, export, sell, purchase, distribute/resell, host (in data centres or over
the web) or otherwise deal in own- and third-party computer software packages, ERP packages, application software,
programs and solutions; to provide internet / web-based applications, services and solutions.
2. To undertake Information Technology enabled services like call centre management, back-office processing, data
warehousing and database management; and to undertake Information Technology engineering services and
infrastructure management services.
3. To offer consultancy, advisory and related services in all areas of information technology including computer hardware
and software, data communication, telecommunications, artificial intelligence, process control and automation and to
undertake research and development in all areas of information technology.
4. To carry on in India and abroad, the business of online education and training on the web and any other mode of
communication platform, e-learning, tutorial, interactive classes, courses, study center, workshops, conference and
virtual classroom in any field of education including setting up, running and operating necessary training institutes or
franchise and compiling/developing necessary course curriculum/content, study material and other publications.
Change in activities
There has been no change in activities of our Corporate Promoter since the date of its incorporation.
Board of directors
The board of directors of our Corporate Promoter comprises the following:
a) Dhananjaya Sudhanva
b) Lajwanti Sudhanva
Registration with regulators
Our Corporate Promoter has no registrations with any regulators as on the date of filing this Prospectus.
Capital Structure
The authorised share capital of our Corporate Promoter is ₹ 1,00,000 divided into 10,000 Equity Shares of face value ₹ 10/-
each.
The issued and paid-up share capital of our Corporate Promoter is ₹ 1,00,000 divided into 10,000 Equity Shares of face
value ₹ 10/- each.
234Shareholding Pattern
As on the date of this Prospectus, the shareholding of our Corporate Promoter is as follows:
Sr. No. Name of Shareholder Number of Equity shares held Percentage (%) of equity
shareholding
1. Dhananjaya Sudhanva 9,000 90
2. Lajwanti Sudhanva 1,000 10
Total 10,000 100
For further details, see chapter titled “Our Promoters and Promoter Group” on page 264.
Our subsidiaries and joint ventures
As on the date of this Prospectus, our Company does not have any joint ventures. However, our Company has four
subsidiaries namely Excelsoft Technologies Inc., Excelsoft Technologies Limited, Enhanzed Education Private Limited
and Excelsoft Technologies Pte. Ltd. For details, see chapter titled “Our Subsidiaries” on page 236.
Other confirmations
1. Neither our Promoter nor any of the Key Managerial Personnel and Senior Management, Directors or employees of
our Company have entered into an agreement, either by themselves or on behalf of any other person, with any
Shareholder or any other third party with regard to compensation or profit sharing in connection with the dealings of
the securities of our Company.
2. Our Company hereby confirms that there are no special rights available to the Promoters / Shareholders including any
nominee/nomination rights and information rights.
3. There are no material clauses of our Articles of Association that have been left out from disclosures having bearing
on the Offer or this Prospectus and our Articles of Association are inconsonance with the Companies Act, 2013, SEBI
Act and other applicable regulations thereunder and meet the requirements as laid down under the law.
4. As on date of this Prospectus, there are no agreements entered into by the Shareholders, Promoters, Promoter Group
entities, Related Parties, Directors, Key Managerial Personnel, employees of the Company or of its Subsidiaries,
among themselves or with the Company or with a third party, solely or jointly, which, either directly or indirectly or
potentially or whose purpose and effect is to, impact the management or control of the Company or impose any
restriction or create any liability upon the Company.
235OUR SUBSIDIARIES
As on the date of this Prospectus, our Company has the following four Subsidiaries of which 2(two) are Material
Subsidiaries, namely:
Material Subsidiaries
1. Excelsoft Technologies Inc.
2. Excelsoft Technologies Pte Ltd.
Other Subsidiaries
1. Enhanzed Education Private Limited
2. Excelsoft Technologies Limited
(Material Subsidiaries and Other Subsidiaries are collectively referred to as “Subsidiaries”)
Details of our Subsidiaries
MATERIAL SUBSIDIARIES
1. Excelsoft Technologies Inc.
Excelsoft Technologies Inc. was incorporated in Delaware under the General Corporation Law of Delaware as a private
limited company vide Certificate of Incorporation dated August 29, 2012 bearing Identification Number 461278817. It
also has been issued a Foreign Corporate Certificate of Registration under the General Laws, Chapter 156D, Section
15.03, 950 CMR 113.48 issued by the Commonwealth of Massachusetts. The registered office is located at 1 Broadway,
14th Floor, Cambridge, MA 02142 United States of America (USA).
Excelsoft Technologies Inc. is in the business of providing innovative technology-based solutions in the education and
training space. The Company architects, designs and develops technology solutions and digital content and has established
itself in a leadership position in the e-learning business.
Capital Structure:
Particulars Common Stock ($)
Authorised Common Stock
5,000 common stock of par value $ 100 500,000
Issued, subscribed and fully paid-up Common Stock
1,600 common stock of par value $ 100 160,000
Shareholding as on date of this Prospectus:
The following table sets forth details of the shareholding of our Company in Excelsoft Technologies Inc.
Sr. No. Names of Shareholders Number of Equity Shares Percentage of equity holding (%)
held
1. Excelsoft Technologies Limited 1600 100
Total 1600 100
Board of Directors of Excelsoft Technologies Inc. as on date of this Prospectus
The Director of Excelsoft Technologies Inc. is Dhananjaya Sudhanva.
236Summary of Financial Information
The key financial information of Excelsoft Technologies Inc is set out hereinbelow:
(₹ In million except percentage and ratios)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from operations 211.21 183.93 174.31
Other Income 80.27 48.71 19.78
Total Income 291.48 232.64 194.08
EBITDA 4.25 (46.23) (15.18)
EBITDA Margin (%) 2.01 (25.13) (8.71)
PAT 3.75 3.05 4.51
PAT Margin (%) 1.77 1.66 2.59
Operating Cash flows 39.97 8.82 (1.98)
Net worth 51.83 46.81 43.11
Net debt - - -
Net Debt equity Ratio - - -
ROCE (%) 8.19 5.29 10.65
ROE (%) 7.59 6.78 11.49
Joint Venture Companies
As on the date of this Prospectus, Excelsoft Technologies Inc. has no joint venture companies.
2. Excelsoft Technologies Pte. Ltd.
Excelsoft Technologies Pte Ltd. (formerly known as Imfinity Pte Ltd.)was incorporated in Singapore under the Companies
Act, 1967 as a private limited company vide Certificate of Incorporation dated June 12, 2003 issued by Asst. Registrar of
Companies & Business Names, Accounting and Corporate Regulatory Authority, Singapore bearing Unique Entity Number
200305433Z. Excelsoft Technologies Pte. Ltd became a wholly own subsidiary of our Company vide Share Purchase
Agreement dated February 27, 2009.The registered office is located at 31, Cantonment Road, Singapore 089747.
Excelsoft Technologies Pte. Ltd is in the business of providing learning and assessment solutions in the Singapore region
for coordinating delivery and customer relationship management in addition to business development and establishing
partnerships.
Capital Structure:
Particulars Share Capital SGD ($)
Authorised Capital
2,000,000 shares of SGD 1/- each 2,000,000
Issued, subscribed and fully paid-up capital
270,000 shares of SGD 1/- each 270,000
Shareholding as on as on date of this Prospectus:
The following table sets forth details of the shareholding of our Company in Excelsoft Technologies Pte. Ltd.:
Sr. No. Names of Shareholders Number of Shares held Percentage of equity holding (%)
1. Excelsoft Technologies Limited 270,000 100
Total 270,000 100
Board of Directors of Excelsoft Technologies Pte Ltd. as on date of this Prospectus
The board of directors of Excelsoft Technologies Pte Ltd. are Dhananjaya Sudhanva, Jambardi Ramanna Maheshkumar
and Jeyprakash Bhavani.
237Summary of Financial Information
The key financial information of Excelsoft Technologies Pte Ltd. is set out hereinbelow:
(₹ In million except percentage and ratios)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from operations 74.53 200.45 165.81
Other Income 17.95 20.56 20.66
Total Income 92.48 221.01 186.47
EBITDA 1.50 (16.62) 28.33
EBITDA Margin (%) 2.02 (8.29) 17.08
PAT 1.47 3.91 48.91
PAT Margin (%) 1.97 1.95 29.49
Operating Cash flows (21.63) 14.46 8.29
Net worth 20.84 18.75 14.88
Net debt - - -
Net Debt equity Ratio - - -
ROCE (%) 7.05 20.85 329.00
ROE (%) 7.42 23.25 (477.84)
Joint Venture Companies
As on the date of this Prospectus, does not have any joint ventures.
OTHER SUBSIDIARIES
1. Enhanzed Education Private Limited
Enhanzed Education Private Limited was incorporated under the Companies Act, 2013 as a private limited company vide
Certificate of Incorporation dated April 24, 2016 issued by Registrar of Companies, Bangalore bearing Corporate Identity
Number U74900KA2016PTC092478. Enhanzed Education Private Limited became a wholly own subsidiary of our
Company vide a Share Purchase Agreement dated July 03, 2024. The registered office of Enhanzed Education Private
Limited is located at No. 3, 3rd Block, 7th Main Jayalakshmipuram, Mysore - 570012 Karnataka, India.
Enhanzed Education Private Limited is in the business of managing education, learning, training, consulting, counseling,
either alone or in collaboration, nationally and/or internationally, with affiliation to universities, educational boards,
institutions and/or authorities, by post, electronic data interchange, satellite communication, television, or any other
medium or mechanism deemed suitable.
Capital Structure:
Particulars Aggregate nominal value (in ₹)
Authorised Capital
600,000 Equity Shares of ₹ 10/- each 6,000,000
Issued, subscribed and fully paid-up capital
555,556 Equity Shares of ₹ 10/- each 5,555,560
Shareholding as on date of this Prospectus:
The following table sets forth details of the shareholding of our Company in Enhanzed Education Private Limited
Sr. No. Names of Shareholders Number of Equity Shares held Percentage of equity holding (%)
1. Excelsoft Technologies Limited 555,555 99.99
2. Shruthi Sudhanva (on behalf of 1 0.01
Excelsoft Technologies Limited)
Total 555,556 100
238Board of Directors of Enhanzed Education Private Limited as on date of this Prospectus
Sr. No. Names of Directors DIN
1. Dhananjaya Sudhanva 00423641
2. Adarsh M S 06417236
3. Shruthi Sudhanva 06426159
Summary of Financial Information
The Company was acquired on July 03, 2024. Therefore, the financial information for Fiscal 2025 has been provided
below:
(₹ In million except percentage and ratios)
Particulars Fiscal 2025
Revenue from operations 18.24
Other Income 0.12
Total Income 18.36
EBITDA 0.65
EBITDA Margin (%) 3.58
PAT 0.08
PAT Margin (%) 0.43
Operating Cash flows 1.65
Net worth 5.19
Net debt -
Net Debt equity Ratio -
ROCE (%) 2.52
ROE (%) 1.53
Joint Venture Companies
As on the date of this Prospectus, Enhanzed Education Private Limited has no joint venture companies.
2. Excelsoft Technologies Limited
Excelsoft Technologies Limited (formerly known as Meteor Online Learning Limited)) was originally incorporated as
Cyclonehaven Limited under the Companies Act, 2006 as a private limited company vide Certificate of Incorporation
dated December 02, 2009 issued by the Registrar of Companies for England and Wales bearing Company Number
7093115. Excelsoft Technologies Limited became a wholly own subsidiary of our Company vide Share Purchase Agreement
dated October 15, 2012. The registered office of Excelsoft Technologies Limited is located at 11 Coldbath Square, London,
England, EC1R 5HL.
Excelsoft Technologies Limited is in the business of providing learning and assessment solutions in the European region
for coordinating delivery and customer relationship management in addition to business development and establishing
partnerships.
Capital Structure:
Particulars Share Capital (£)
Issued, subscribed and fully paid-up capital
1,151,907 shares of £ 1 each 1,151,907
239Shareholding as on date of this Prospectus:
The following table sets forth details of the shareholding of our Company in Excelsoft Technologies Limited.
Sr. No. Names of Shareholders Number of Equity Shares held Percentage of equity holding (%)
1. Excelsoft Technologies Limited 1,151,907 100
Total 1,151,907 100
Board of Directors of Excelsoft Technologies Limited as on date of this Prospectus
The Director of Excelsoft Technologies Limited is Dhananjaya Sudhanva.
Summary of Financial Information
The key financial information of Excelsoft Technologies Limited is set out hereinbelow:
(₹ In Million except percentage and ratios)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from operations - - -
Other Operating Income 4.30 1.42 -
Total Income 4.30 1.42 -
EBITDA - - -
EBITDA Margin (%) 0.00 0.00 0.00
PAT 0.20 - -
PAT Margin (%) 0.00 0.00 0.00
Operating Cash flows - - -
Net worth (0.54) (0.72) (0.70)
Net debt - - -
Net Debt equity Ratio - - -
ROCE (%) 0.00 0.00 0.00
ROE (%) 0.00 0.00 0.00
Joint Venture Companies
As on the date of this Prospectus, Excelsoft Technologies Limited has no joint venture companies
Significant sales/purchase with our Subsidiaries
Except as provided in “Restated Consolidated Financial Information- Note 34 Related Party Transactions” on page 316
there are no related party transactions between our Company and our Promoter and our Subsidiaries.
Common Pursuits
Enhanzed Education Private Limited, Excelsoft Technologies Inc., Excelsoft Technologies Pte Ltd., and Excelsoft
Technologies Limited are engaged in similar line of business that is synergistic to our Company. However, there is no
conflict of interest between the Subsidiaries and our Company. We shall adopt necessary procedures and practices as
permitted by law and regulatory guidelines to address any instances of conflict of interest, as and when they may arise.
The financials of all our Subsidiaries are available at our Company’s website www.excelsoftcorp.com.
Other Confirmations
1. There are no accumulated profits or losses of our Subsidiaries which are not accounted for by our Company.
2. Except as disclosed in “Our Business” and “Related Party Transactions” beginning on pages 194 and 340 our
Subsidiaries do not have any business interests in our Company.
2403. None of our Subsidiaries are listed in India or abroad. Further, neither of them has been refused listing of their securities
by any Stock Exchange in India or abroad nor have any failed to meet the listing requirements of any Stock Exchange
in India or abroad
4. None of our Subsidiaries have made any public issue or rights issue in the last 3 years.
241OUR MANAGEMENT
Board of Directors
In terms of our Articles of Association and subject to the provisions of the Act, the number of Directors on our Board shall
not be less than 3 (Three) and more than 15 (Fifteen). As on the date of this Prospectus, Our Board comprises of (8) Eight
Directors including (2) Executive Directors (including one woman Executive Director) and (6) Non-Executive Directors
(including one woman Non-Executive Director) out of which (4) are Independent Directors (including one woman
Independent Director). The composition of the Board of Directors is in compliance with the Companies Act, 2013 and the
SEBI Listing Regulations.
The following table sets forth the details of our Board as on the date of this Prospectus:
Name, date of birth, designation, address, Age (year) Other directorships
occupation, term, period of directorship and DIN
Dhananjaya Sudhanva 62 Indian Companies
Date of birth: December 31, 1962 1. Pedanta Technologies Private Limited
Designation: Chairman and Managing Director 2. Tie Mysuru Association
3. Excel Matnovus Private Limited
Address: No-4 Sukanya, Near Netaji Circle,
Dattagalli 3rd Stage, Mysore-570023 Karnataka,
4. Enhanzed Education Private Limited
India
5. Lingotran Private Limited
Occupation: Business
Nationality: Indian Foreign Companies
Current Term: Re-appointed as Chairman & 1. Excelsoft Technologies Inc.
Managing Director with effect from June 18, 2024
2. Excelsoft Technologies Pte. Ltd.
for a period of 5 years up to June 18, 2029
Period of Directorship: Director since June 12,
2000 3. Excelsoft Technologies Limited
DIN: 00423641
Shruthi Sudhanva 35 Indian Companies
Date of birth: August 22, 1990. 1. Enhanzed Education Private Limited
Designation: Whole-Time Director
Foreign Companies
Address: # 4 Sukanya, 3rd Stage Dattagalli, Near
Netaji Circle, PO: Kuvempunagar, Mysore-570023
Nil
Karnataka, India.
Occupation: Business
Term: Appointed as Whole-Time Director with
effect from November 01, 2024 for a period of 5
years up to November 01, 2029 and liable to retire by
rotation
Period of Directorship: Director since October 23,
2023
DIN: 06426159
242Lajwanti Sudhanva 57 Indian Companies
Date of birth: September 18, 1968 1. Pedanta Technologies Private Limited
Designation: Non-Executive Director
Foreign Companies
Address: No- 4 Sukanya, Near Netaji Circle,
Dattagalli 3rd Stage, Mysore- 570023 Karnataka, Nil.
India.
Occupation: Business
Term: Appointed as Director on September 26,
2008 and liable to retire by rotation.
Period of Directorship: Director since September
26, 2008
DIN: 02213738
Colin Hughes 67 Indian Companies
Date of birth: March 17, 1958 Nil
Designation: Non -Executive Director
Foreign Companies
Address: High Poplars, Hinton, Saxmundham, IP17
3RJ. 1. Satchel Education Group Ltd
Occupation: Business 2. Training Qualifications UK Ltd
Term: Appointed as Non-Executive Director on 3. AQA Commercial Services Limited
June 19, 2014.
4. Alphaplus Consultancy Limited
Period of Directorship: Director since September
5. AQA Education
09, 2009
6. Teachercentric Limited
DIN: 02642180
7. Ordnance Survey Limited
Desiraju Srilakshmi 55 Indian Companies
Date of Birth: August 4, 1970 1. Probiota Innovations Private Limited
Designation: Independent Director
Address: 58-2 Retreat Emerald Enclave, 12th Foreign Companies
Cross, Near Infosys Campus, Hebbal Industrial
Area, Hebbal, Mysore-570016 Karnataka, India.
Nil
Occupation: Business
Term: Appointed as Independent Director on
January 07, 2025 for five years till January 06, 2030
Period of Directorship: Director since January 7,
2025
DIN: 02538343
243Palaniswamy Doreswamy 52 Indian Companies
1. Credopay Technology Services Private
Date of birth: October 1, 1973
Limited
Designation: Independent Director
Address: Kasaba Hobli, H D Kote Taluk, Savve, Foreign Companies
Mysore-571114 Karnataka, India.
Nil
Occupation: Chartered Accountant
Term: Appointed as Independent Director on
January 7, 2025 for five years till January 6, 2030
Period of Directorship: Director since January 07,
2025
DIN: 01251023
Shivkumar Pundaleeka Divate 63 Indian Companies
Date of Birth: June 05, 1962 Nil
Designation: Independent Director
Foreign Companies
Address: # 744, 10th Main, 3rd Stage, C Block,
Vijayanagara, Mysore-570017 Karnataka, India.
Nil
Occupation: Services
Term: Appointed as Independent Director on
January 07, 2025 for five years till January 06,
2030
Period of Directorship: Director since January
07, 2025
DIN: 10849971
Arun Kumar Bangarpet Venkataramanappa 54 Indian Companies
Date of birth: May 15, 1971 Nil
Designation: Independent Director
Foreign Companies
Address: #754, 17th Main, New
Saraswathipuram, Mysore- 570009 Nil
Occupation: Doctor
Term: Appointed as Independent Director on
January 07, 2025for five years till January 06,
2030
Period of Directorship: Director since January
07, 2025
DIN: 08297682
244Relationship between our Directors and Key Managerial Personnel & Senior Management
Except for the following, none of our Directors, Key Managerial Personnel & Senior Management are related to each
other or to any of the Key Managerial Personnel:
i) Lajwanti Sudhanva is the wife of Dhananjaya Sudhanva
ii) Shruthi Sudhanva is the daughter of Dhananjaya Sudhanva and Lajwanti Sudhanva
iii) Adarsh M S is the spouse of Shruthi Sudhanva
Brief profile of our Directors
Dhananjaya Sudhanva is the Chairman and Managing Director of our Company. He holds a degree of Bachelor of
Engineering in Instrumentation Technology and a degree of Master of Engineering Management from University of
Mysore. He also holds a degree of Master of Science in Electrical Engineering from Worcester Polytechnic Institute. He
has over 32 years of work experience. Prior to founding our Company, he worked as an external consultant with JSS
Consultants from 1990 to 1997 where he worked on projects including World Bank assisted irrigation and water supply
projects. He has been associated with our company since his appointment on June 12, 2000. Currently, his key
responsibilities including managing relationships with key customers, implementing strategies and ensuring achievement
of business objectives for the group. The remuneration payable to him in Fiscal 2025 was ₹ 24.00 million.
Shruthi Sudhanva is the Whole-Time Director of our Company. She holds a degree of Bachelor of Engineering in
Computer Science & Engineering from Sri Jayachamarajendra College of Engineering and a degree of Master of Computer
Science from University of Illinois- Urbana Champaign. She was employed by Pearson Education, Boston as an Associate
Software Quality Assurance Engineer from 2014 to 2016. She has over 10 years of work experience in the areas of quality
assurance, strategy, presales, public relations and communication. She has been associated with our Company since 2017
and currently as a Whole-Time Director since her appointment on November 01, 2024. Currently, her key responsibility
includes strategic planning, market intelligence and new business initiatives. The remuneration payable to her in Fiscal
2025 was ₹ 2.91 million.
Lajwanti Sudhanva is one of the Non-Executive Directors of our Company. She holds a degree of Bachelors of Science
(BSc) in Botany/ Marine Science from Goa University. She has been associated with our Company since September 26,
2008. Currently she is a director in Pedanta Technologies Private Limited. Currently, her key responsibilities include CSR
initiatives focused on education and employee welfare.
Colin Hughes is one of the Non-Executive Directors of our Company. He holds a degree of Master of Arts from University
of Oxford. He has over two (2) decades of experience in the field of education, media and publishing. He is the
current Chief Executive Officer (CEO) of AQA Commercial Services Limited. He previously held senior leadership
positions in the education, publishing and media sectors, including as the Managing Director of Guardian Professional,
Director in Learnthings Limited , Managing Director of Collins Learning at Pixledge, Chief Executive at Teachercentric
Limited, CEO at AQA Education, Company director at Alphaplus Consultancy Limited, Chief Executive at AQA
Commercial Services Limited, Company Director at Training Qualifications UK Ltd , Satchel Education Group Ltd and
Company Director at Ordnance Survey Limited. He has held chair positions with the Education Publishers Council.
Currently he is the Pro-Chancellor at the Middlesex University and on the Board of governors of Staffordshire University.
He has been associated with our company since his appointment on September 21, 2010.
Desiraju Srilakshmi is the Independent Director of our Company. She holds degrees of Bachelor of Science (B.sc),
Master of Science (M.Sc) in Chemistry and Master of Philosophy (M.Phil) in Chemistry from Vikram University. She
was also awarded a degree of Doctor of Philosophy (PhD) in Chemistry from Vikram University and holds a degree of
Master of Business Administration in Technology Commercialization from University of Alberta. She has over 10 years
of work experience in the area of scientific research and entrepreneurship. She was associated with National Chemical
Laboratory as a Project Associate, Indian Institute of Science as a research associate. She was also the Director of Triphase
Pharmaceuticals Private Limited, and also is the co-founder of Probiodata Innovations Private Limited. She was awarded
‘Business Woman of the Year’ for 2013-2014 by the Engineering Manufacturer Entrepreneurs Resource Group (eMERG).
Palaniswamy Doreswamy is the Independent Director of our Company. He is a member of the Institute of Chartered
Accountants of India (“ICAI”) Master’s Program in Management of Global Enterprises from IIM Bangalore. He has 15
years of experience in the field of finance, accounts and strategy. He was associated with our Company in the past for a
period of 4 years. He is a director in CredoPay Technology Services Private Limited since 2014.
245Shivkumar Pundaleeka Divate is the Independent Director of our Company. He holds a degree of Bachelor of Engineering
in Civil, Master of Technology in Industrial Structure and Master in Engineering Management from the University of Mysore.
He also holds a degree of Master of Science in Information Technology from Karnataka State Open University and a degree of
Doctor of Philosophy (PhD) in Commerce from University of Mysore. He is a qualified Chartered Financial Analyst from the
Institute of Chartered Financial Analyst of India (CFA) and is also a member in the Council of Chartered Financial Analysts
since 1997. He has more than 38 years of experience in the field of finance and education management. He previously
worked with Hindustan Photo Films Manufacturing Co. Ltd, Karnataka State Financial Corporation and as Chief
Executive-SJCE-Science &Technology Entrepreneurs Park, Mysore. He is currently the Chief Executive Officer (CEO)
for Dubai institutions run by JSS Education Foundation Pvt. Limited.
Arun Kumar Bangarpet Venkataramanappa is the Independent Directors of our Company. He has completed his
M.B.B.S and Diploma in Anaesthesiology from JSS Medical College, Mysore. He has an been admitted as a Diplomate
of the National Board in Anaesthesiology from the National Board of Examination, New Delhi and has completed
Executive General Management Programme from IIM- Bangalore. He has almost 24 years of experience in the field of
Anaesthesiology and Critical Care Department. He has previously worked with Bhanavi Hospital, Mysore and Bassappa
Memorial Hospital, Mysore. He is currently practicing as a consultant Anaesthesiologist in Apollo BGS Hospitals,
Mysore.
Terms of appointment of Executive Directors
Dhananjaya Sudhanva has been a Director of our Company since June 12, 2000. He was appointed as the Managing
director at time of incorporation. He was last re-appointed for a period of five years effective from June 18, 2024 vide
shareholders resolution dated September 29, 2023, respectively. He was re-designated as the Chairman and Managing
director vide board resolution dated January 8, 2024.
Shruthi Sudhanva has been a Director of our Company since October 23, 2023. She was regularized as an Executive
Director for a period of five years vide shareholders resolution dated March 7, 2024, respectively. She was re-designated
as the Whole-Time Director vide board resolution dated November 01, 2024.
The details of remuneration paid to our Executive Directors are stated in the table below:
Particulars Dhananjaya Sudhanva Shruthi Sudhanva
Basic Salary (₹ in million) ₹ 24.00 p.a. ₹ 3.60 p.a.
Perquisites and others Company may provide the Managing Company may provide the Whole-Time
Director, any one or more of the Director, any one or more of the
Allowances mentioned below: Allowances mentioned below:
a. Medical Reimbursement/Allowances - a. Medical Reimbursement/Allowances -
Reimbursement of actual expenditure Reimbursement of actual expenditure
incurred for self and his family as incurred for self and her family as
claimed by the Managing Director or to claimed by the Director or to the extent
the extent allowed under Income tax allowed under Income tax Rules.
Rules.
b. Medical and/or Life Insurance b. Medical and/or Life Insurance As may
equivalent status to any key executive. be provided by the Company of
As may be provided by the Company of equivalent status to any key executive.
c. Telephone Entitled for a mobile phone
and also a landline connection if c. Telephone - Entitled for a mobile phone
required at residence. However, and also a landline connection if
personal long distance calls will be required at residence. However,
billed by the Company. personal long-distance calls will be
billed by the Company.
d. Car and/or Car lease allowance
(with/without insurance)/conveyance d. Car and/or Car lease allowance
reimbursement - As claimed by the (with/without insurance)/conveyance
Managing Director. reimbursement - As claimed by the
Director.
e. Leave Travel Allowance - For self and
246family once in a year as claimed by the e. Leave Travel Allowance For self and
Managing Director or to the extent family once in a year as claimed by
allowed under Income Tax Rules. Director or to the extent allowed under
Income Tax Rules.
f. Any other allowances as suitable f. Any other allowances as suitable
Payment or benefit to Directors of our Company
Other than as disclosed below, our Company has not paid any compensation or granted any benefit to any of our director
(including contingent or deferred compensation) in all capacities in Fiscal 2025. Further, there is no contingent or deferred
compensation payable to any of our directors which accrued in Fiscal 2025.
Name of Director Particulars Amount in ₹ Million
Dhananjaya Sudhanva Rent 0.71
Sitting fees and commission to Independent Directors:
Except as disclosed below, our Company has not paid any sitting fee or commission in the Fiscal 2025 to the Independent
Directors for attending meetings of our Board or the committees constituted by the Board:
Name of Director Amount in ₹ Million
Lajwanti Sudhanva 0.15
Colin Hughes 0.15
Desiraju Srilakshmi 0.15
Palaniswamy Doreswamy 0.18
Shivkumar Pundaleeka Divate 0.23
Arun Kumar Bangarpet Venkataramanappa 0.23
Further, our Board and Shareholders have approved payment of remuneration to all directors exceeding 11% of net profit
of our Company and the remuneration to the Managing Director and whole- time Directors in excess of 11% of the net
profit of our Company in the Fiscal 2024, pursuant to the board and shareholder resolutions dated October 30, 2024 and
October 31, 2024, respectively.
Remuneration paid or payable to the Directors from the Material Subsidiaries
Our Material Subsidiaries has not paid any remuneration to our Directors in the past three years.
Changes in our Board in the last three years
Name Date of Particulars/ Reason
Appointment/Change/
Cessation
Shruthi Sudhanva October 23, 2023 Appointment as Additional Director
March 7, 2024 Appointment as Executive director.
November 01, 2024 Change in Designation as Whole-Time Director.
Late Prof. Manchukondanahalli January 08, 2024 Cessation as Chairman and Director due to demise.
Hiriyanna Dhananjaya
Dhananjaya Sudhanva January 08, 2024 Change in designation as Chairman and Managing
Director.
June 18, 2024 Re-appointment as Chairman and Managing Director
Palaniswamy Doreswamy January 07, 2025 Appointment as independent Director
Shivkumar Pundaleeka Divate January 07, 2025 Appointment as independent Director
Desiraju Srilakshmi January 07, 2025 Appointment as independent Director
Arun Kumar Bangarpet January 07, 2025 Appointment as independent Director
Venkataramanappa
Service contracts with Directors
Our Company has not entered into any service contracts, pursuant to which our Directors are entitled to benefits upon
247termination of employment.
Interest of Directors
All Independent Directors may be deemed to be interested to the extent of sitting fees and commission payable to them
for attending the meetings of our Board and the committees thereof. Our Directors may be deemed to be interested to the
extent of remuneration payable to them. Further, our Directors may also be interested in our Company to the extent of any
reimbursement of expenses that they may be entitled to. Certain Directors may also be deemed to be interested to the
extent of Equity Shares (together with other distributions in respect of such Equity Shares, held by them in our Company.
For details of the shareholding of our Directors, see “Capital Structure – Notes to Capital Structure – Shareholding of our
Directors in our Company” on page 114.
Except for our Promoters Dhananjaya Sudhanva and Lajwanti Sudhanva who are interested in the promotion and
formation of our Company and our Director Shruthi Sudhanva who is interested in the promotion of our Company, none
of our Directors are interested in the promotion or formation of our Company.
None of our Directors have any interest in any property acquired or proposed to be acquired of our Company or by our
Company or in any transaction for acquisition of land, construction of building and supply of machinery.
No sum has been paid or agreed to be paid to our Directors or to firms or companies in which they may be members, in
cash or shares or otherwise by any person either to induce him/ her to become, or qualify him/ her as, a Director, or otherwise
for services rendered by him/ her or by such firm or company, in connection with the promotion or formation of our
Company.
The Directors may also be regarded as interested in the Equity Shares of face value ₹10/- each held by them or by their
relatives, if any, or that may be subscribed by or allotted to them or the companies and firms, in which they are interested as
directors, members, partners, trustees and promoters, pursuant to this Offer. Our Directors may also be deemed to be
interested to the extent of any dividend payable to them and other distributions in respect of such Equity Shares of face value
₹10/- each, if any, held by them or their relatives. For details of such transactions, see “Restated Consolidated Financial
Information– Note 34 –Related Party Transactions” on page 316.
Except as stated in “Our Promoters and Promoter Group” and “Related Party Transactions” on pages 264 and 340,
respectively, and described herein, our Directors do not have any other interest in the business of our Company. For further
information regarding the interest of our Promoters who are also our Directors, see “Our Promoters and Promoter Group
– Interest of our Promoters” on page 267.
No loans have been availed by our Directors or the Key Managerial Personnel and Senior Management from our Company.
Bonus or profit-sharing plan of our Directors
Our Company does not have a bonus or profit-sharing plan for our Directors and our Directors have not received
any compensation (including contingent or deferred compensation accrued for the year in Fiscal 2025 pursuant to any
bonus or profit-sharing plan.
Shareholding of our Directors in our Company
The Articles of Association do not require our Directors to hold any qualification shares.
Except as stated below, none of our other Directors holds any Equity Shares of our Company as on the date of filing of
this Prospectus.
Sr. No. Name of shareholder No. of Shares held % of Paid up Capital
1. Dhananjaya Sudhanva 38,843,702 38.81
2. Shruthi Sudhanva 457,500 0.46
3. Lajwanti Sudhanva 11,756,225 11.75
Other Confirmations
None of our Directors is or was a director of any listed company which has been or was delisted from any stock exchange(s),
during their tenure as a director in such company.
248None of our Directors is or was a director of any listed company whose shares have been or were suspended from being
traded on any of the stock exchange(s) during the last five years preceding the date of this Prospectus, during their tenure
as a director in such company.
In the ordinary course of business of our Company, there is no conflict of interest between the suppliers of raw materials
and third-party service providers of our Company (crucial for operations of our Company) and the Directors and Key
Managerial Personnel.
Except for our Chairman and Managing Director Dhananjaya Sudhanva being a Director on the board of Pedanta
Technologies Private Limited, a lessor of the Company, there is no conflict of interest between the lessors of the
immovable properties of our Company (crucial for operations of our Company) and the Directors and Key Managerial
Personnel, in the ordinary course of business.
No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the firms
or companies in which they are interested as members by any person either to induce them to become or to help them
qualify as a Director, or otherwise for services rendered by them or by the firm or company in which they are interested,
in connection with the promotion or formation of our Company.
There are no nominee directors or nominee KMP(s) in the Company.
None of our Directors are declared as “Fraudulent Borrowers” by the lending banks or financial institutions or consortium,
in terms of RBI master circular dated July 01, 2016.
Except as stated below, none of our Directors are appearing in the list of directors of struck-off companies by RoC,
Ministry of Corporate Affairs:
Struck Off Company Name of the Director
Ibridge Ventures Private Limited Palaniswamy Doreswamy
Altius HR Solutions Private Limited Palaniswamy Doreswamy
Borrowing powers of our Board
In accordance with our Articles of Association and Section 180 (1)(c) of the Companies Act, 2013 and pursuant to a
special resolution of our Shareholders at an EGM held on October 31, 2024, our Board is authorised to issue of debt
instruments, debentures, or perpetual annuities, debenture stock, promissory notes, or by opening current accounts, or by
receiving deposits and advances with or without security, or by issue of bonds and in security of any such money so
borrowed, raised or received, to mortgage, pledge or charge, the whole or any part of the undertaking property, rights,
assets, or revenue of the Company, present or future, including its uncalled capital by special assignment or otherwise or
to transfer or convey the same absolutely or in trust and give the lenders powers of sale and other powers as may be
expedient and to purchase, redeem or pay off any such securities in accordance with the acts, rules and regulations as
applicable to the Company, from time to time in one or more tranches in such a manner that the aggregate borrowings
(apart from the temporary loans obtained from the company’s bankers in the ordinary course of business) at any point of
time, shall not exceed overall borrowing limits of ₹ 10,000.00 million.
Corporate governance
The provisions of the SEBI Listing Regulations with respect to corporate governance will be applicable to our Company
immediately upon the listing of Equity Shares on the Stock Exchanges. As on the date of this Prospectus, our Company is
in compliance with the requirements of applicable regulations, including the SEBI Listing Regulations, the Companies
Act and the SEBI ICDR Regulations, in respect of corporate governance, in relation to composition of our Board and
committees, thereof. The corporate governance framework of our Company is based on an effective independent Board,
separation of our Board’s supervisory role from the executive management team and constitution of the committees,
thereof, each as required under applicable law.
Our Board functions either as a full board or through various committees of our Board which are constituted to oversee
specific operational areas.
As on the date of this Prospectus, Our Board comprises of (8) Eight Directors including (2) Executive Directors (including
249one woman executive Director) and (6) Non-Executive Directors (including one woman Non-Independent Non-Executive
director) out of which (4) are Independent Directors (including one woman Independent Director). In compliance with
the provisions of the Companies Act at least one-third of our Executive Directors, other than our Independent Directors,
are liable to retire by rotation.
Committees of our Board in accordance with the Companies Act, 2013 and the SEBI Listing Regulations
Our Company has constituted the following committees of the Board in terms of the SEBI Listing Regulations and the
Companies Act:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders Relationship Committee; and
4. Risk Management Committee
5. IPO Committee
6. Corporate Social Responsibility Committee.
1. Audit Committee
The current constitution of the Audit Committee is as follows:
Sr.No. Name of the Directors Designation Position in the Committee
1. Palaniswamy Doreswamy Independent Director Chairperson
2. Shruthi Sudanva Whole-Time Director Member
3. Shivkumar Pundaleeka Divate Independent Director Member
4. Arun Kumar Bangarpet Venkataramanappa Independent Director Member
The Audit Committee was originally constituted by a resolution of our Board dated January 07, 2025.
The company secretary of our Company shall act as secretary to the Audit Committee.
The terms of reference of the Audit Committee were approved by a resolution of our Board dated January 07, 2025.
The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, Rule 6 of the
Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI Listing Regulations. The powers,
roles, responsibilities and terms of reference of the Audit Committee shall include the following:
Powers of Audit Committee:
The Audit Committee shall have powers, including the following:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary may be prescribed under the
Companies Act, 2013 (together with the rules thereunder) and SEBI Listing Regulations; and
5. To obtain professional advice from external sources and have full access to information contained in records of
Company.
6. Such powers as may be prescribed under the Companies Act and SEBI Listing Regulations.
250Role of the Audit Committee:
The role of the Audit Committee shall include the following:
1. Oversight of our Company’s financial reporting process, examination of the financial statement and the auditors’
report thereon, and the disclosure of its financial information to ensure that the financial statements are correct,
sufficient and credible;
2. Recommendation for appointment, re-appointment, remuneration and terms of appointment of auditors of our
Company and fixation of audit fee and payment of any other service fee;
3. Approval of payments 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, with particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report
in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by management of our
Company;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions; and
g. Qualifications/modified opinion(s) in the draft audit report.
5. Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to
the Board for approval;
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 utilised for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue, preferential issue or qualified institutional placement 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. Reviewing the financial statements, in particular, investments made by an unlisted subsidiary;
9. Formulating a policy on related party transactions, which shall include materiality of related party transactions;
10. Granting omnibus approval to related party transactions and laying down criteria for granting such approval in
accordance with the SEBI Listing Regulations and reviewing, at least on a quarterly basis, the details of the related
party transactions entered into by our Company pursuant to the omnibus approvals granted;
11. Approval of any subsequent modification of transactions of the company with related parties; Explanation: The term
“related party transactions” shall have the same meaning as provided in Clause 2(zc) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,2015 (hereinafter referred to as “SEBI Listing Regulations”)
and/or the Accounting Standards;
12. Scrutiny of inter-corporate loans and investments;
13. Valuation of undertakings or assets of our Company, wherever it is necessary;
14. Evaluation of internal financial controls and risk management systems;
15. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
25116. 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;
17. Discussion with internal auditors of any significant findings and follow up there on;
18. 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;
19. 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;
20. To Look into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors;
21. Recommending to the board of directors the appointment and removal of the external auditor, fixation of audit fees
and approval for payment for any other services;
22. Reviewing the functioning of the whistle blower mechanism;
23. Approval of appointment of CFO after assessing the qualifications, experience and background, etc. of the candidate;
24. Oversee the vigil mechanism established by our Company and the chairman of audit committee shall directly hear
grievances of victimization of employees and directors, who use vigil mechanism to report genuine concerns;
25. Formulating, reviewing and making recommendations to the Board to amend the Audit Committee charter from
time to time;
26. Reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary
exceeding rupees 1000 million or 10% of the asset size of the subsidiary, whichever is lower; and
27. Carry out any other function as is mentioned in the terms of reference of the Audit Committee and any other terms
of reference as may be decided by the board of directors of our Company or specified/provided under the Companies
Act or by the SEBI Listing Regulations or by any other regulatory authority.
28. The Audit Committee shall mandatorily review the following information:
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 the
management of our Company;
c. Management letters / letters of internal control weaknesses issued by the statutory auditors of our Company;
d. Internal audit reports relating to internal control weaknesses.
e. The appointment, removal and terms of remuneration of the chief internal auditor; and
f. Statement of deviations in terms of the SEBI Listing Regulations:
• quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; and
• annual statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice
in terms of Regulation 32(5) of the SEBI Listing Regulations.
2. Nomination and Remuneration Committee
The Nomination and Remuneration Committee was originally constituted on January 07, 2025.
Sr.No. Name of the Directors Designation Position in the Committee
1. Shivkumar Pundaleeka Divate Independent Director Chairperson
2. Colin Hughes Non-Executive Director Member
3. Palaniswamy Doreswamy Independent Director Member
252The terms of reference of the Nomination and Remuneration Committee were approved by a resolution of our Board
dated January 07, 2025.
The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the
Companies Act, Rule 6 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 19 of the SEBI
Listing Regulations. The terms of reference of the Nomination and Remuneration Committee are as follows:
1. Formulating and recommending to the Board for its approval and also to review from time to time, a nomination and
remuneration policy or processes, as may be required pursuant to the provisions of the Companies Act.
2. Formulating the criteria for determining qualifications, positive attributes and independence of a director and
recommending to the Board a policy, relating to the remuneration of the directors, key managerial personnel and
other employees.
3. Recommending to the Board, all remuneration, in whatever form, payable to senior management.
4. Formulation of criteria for evaluation of performance of independent directors and the Board, and determining
whether to extend or continue the term of appointment of independent directors, on the basis of the report of
performance evaluation of independent directors.
5. The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:
a. the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors
of the quality required to run our Company successfully;
b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed
and incentive pay reflecting short- and long-term performance objectives appropriate to the working of our
Company and its goals.
6. Devising a policy on Board diversity.
7. Identifying persons who are qualified to become directors or who may be appointed in senior management in
accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out
evaluation of every director’s performance in accordance with the nomination and remuneration policy. Company
shall disclose the remuneration policy and the evaluation criteria in its annual report.
8. Analysing, monitoring and reviewing various human resource and compensation matters.
9. Determining the Company’s policy on specific remuneration packages for executive directors including pension rights
and any compensation payment, and determining remuneration packages of such directors.
10. Determine compensation levels payable to the senior management personnel and other staff (as deemed necessary),
which shall be market-related, usually consisting of a fixed and variable component.
11. Reviewing and approving compensation strategy from time to time in the context of the then current Indian market
in accordance with applicable laws.
12. Framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in
India or overseas, including:
a. the SEBI Insider Trading Regulations; or
b. The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to
the Securities Market) Regulations, 2003, as amended;
c. Determine whether to extend or continue the term of appointment of the independent director, on the basis of the
report of performance evaluation of independent directors;
d. Performing such functions as are required to be performed by the compensation committee under the Securities
and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 including the following:
253• administering and exercising superintendence over the employees’ stock option plan(s) and employee’s stock
purchase scheme(s) of the Company and any other share based employee benefit scheme, as instituted from
time to time (collectively, the “Plans”)
• determining the eligibility of employees to participate under the Plans;
• granting options to eligible employees and determining the date of grant;
• formulating detailed terms and conditions of the Plans;
• determining the number of options to be granted to an employee;
• determining the exercise price under of the Plans;
• deciding on matters such as quantum of and milestones for grant, eligibility of employees who shall be
entitled to grant of options, vesting period and conditions thereof, termination policies etc.; and
• construing and interpreting the Plans and any agreements defining the rights and obligations of the Company
and eligible employees under the Plans, and prescribing, amending and/or rescinding rules and regulations
relating to the administration of the Plans.
e. Perform such other activities as may be delegated by the Board of Directors and/or are statutorily prescribed under
any law to be attended to by such committee.
f. Such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations.
3. Stakeholders Relationship Committee
The Stakeholders Relationship Committee was originally constituted on January 07, 2025.
Sr.No. Name of the Directors Designation Position in the Committee
1. Desiraju Srilakshmi Independent Director Chairperson
2. Dhananjaya Sudhanva Chairman & Managing Director Member
3. Colin Hughes Non- Executive Director Member
The terms of reference of the Stakeholders Relationship Committee were approved by a resolution of our Board dated
January 07, 2025.
The scope and function of the Stakeholders Relationship Committee is in accordance with Section 178 of the Companies
Act and Regulation 20 of the SEBI Listing Regulations. The terms of reference of the Stakeholders Relationship Committee
are as follows.
The Stakeholders Relationship Committee shall be responsible for, among other things, as may be required by the stock
exchanges from time to time, the following:
1. Considering and resolving grievances of investors, shareholders, debenture holders and other security holders of the
Company, including complaints in respect of allotment of Equity Shares, related to transfer/transmission of shares
including non-receipt of share certificates and review of cases for refusal, non-receipt of declared dividends, non-
receipt of annual reports, balance sheets of the Company, issue of new/duplicate certificates, general meetings, etc.
and assisting with quarterly reporting of such complaints;
2. Reviewing of measures taken for effective exercise of voting rights by shareholders;
3. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures
or any other securities;
4. Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-materialisation
of shares, split and issue of duplicate certificates and new certificates on split/ consolidation/ renewal, compliance
with all the requirements related to shares, debentures and other securities from time to time;
5. Reviewing the measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends
and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the
Company;
2546. Reviewing the adherence to the service standards by the Company with respect to various services rendered by the
registrar and transfer agent of the Company and recommending measures for overall improvement in the quality of
investor services;
7. Considering various aspects of interests of shareholders, debenture holders and other security holders; and
8. Carrying out such other functions as may be specified by the Board from time to time or specified/provided under
the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.
4. Risk Management Committee
The current constitution of the Risk Management Committee is as follows:
Sr.No. Name of the Directors Designation Position in the Committee
1. Dhananjaya Sudhanva Chairman & Managing Director Chairperson
2. Shivkumar Pundaleeka Divate Independent Director Member
3. Colin Hughes Non-Executive Director Member
The Risk Management Committee was constituted by a resolution of our Board dated January 07, 2025.
The scope and function of the Risk Management Committee is in accordance with Regulation 21 of the SEBI Listing
Regulations. The powers, roles, responsibilities and terms of reference of the Risk Management Committee shall include
the following:
1. To formulate a detailed risk management policy which shall include:
a. A framework for identification of internal and external risks specifically faced by the Company, in particular
including financial, operational, sectoral, sustainability (particularly, environmental social and governance
related risks), information, cyber security risks or any other risk as may be determined by the Committee.
b. Measures for risk mitigation including systems and processes for internal control of identified risks.
c. Business continuity plan.
2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated
with the business of the Company;
3. To co-ordinate its activities with other committees, in instances where there is any overlap with activities of such
committees, as per framework laid down by the board of directors;
4. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk
management systems;
5. To periodically review the risk management policy, at least once in two years, including by considering the changing
industry dynamics and evolving complexity;
6. To keep the board of directors informed about the nature and content of its discussions, recommendations and actions
to be taken;
7. To approve major decisions affecting the risk profile or exposure and give appropriate directions;
8. To consider the effectiveness of decision-making process in crisis and emergency situations;
9. To balance risks and opportunities;
10. To generally, assist the Board in the execution of its responsibility for the governance of risk;
11. To seek information from any employee, obtain outside legal or other professional advice and secure attendance of
outsiders with relevant expertise, if it considers necessary;
12. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review
by the Risk Management Committee; and
25513. Any other similar or other functions as may be laid down by Board from time to time and/or as may be required
under applicable law, as and when amended from time to time, including the SEBI Listing regulations.
The quorum of the Risk Management Committee is either two members or one-third of the members of the Risk
Management Committee, whichever is higher, including at least one member of the Board of Directors, being in attendance.
The Risk Management Committee is required to meet at least twice in a year and not more than 210 days may elapse
between the two meetings.
The Risk Management Committee has powers to seek information from any employee, obtain outside legal or other
professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary.
5. IPO Committee
The current constitution of the IPO Committee is as follows:
Sr.No. Name of the Directors Designation Position in the Committee
1. Shruthi Sudhanva Whole-Time Director Chairperson
2. Arun Kumar Bangarpet Venkataramanappa Independent Director Member
3. Palaniswamy Doreswamy Independent Director Member
The IPO Committee was constituted by a resolution of our Board dated January 07, 2025 and re-constituted on October
26, 2025.
The powers, roles, responsibilities and terms of reference of the IPO Committee shall include the following:
1. to decide, negotiate and finalize the pricing, the terms of the issue of the Equity Shares and all other related matters
regarding the Pre-IPO Placement, if any, including the execution of the relevant documents with the investors, in
consultation with the book running lead managers appointed in relation to the Offer (“BRLM”) and in accordance
with applicable laws;
2. to decide in consultation with the BRLM the actual size of the Offer and taking on record the number of equity
shares (the “Equity Shares”), and/or reservation on a competitive basis, and/or any rounding off in the event of any
oversubscription and/or any discount to be offered to retail individual bidders or eligible employees participating in
the Offer and all the terms and conditions of the Offer, including without limitation timing, opening and closing
dates of the Offer, price band, allocation/allotment to eligible persons pursuant to the Offer, including any anchor
investors, and to accept any amendments, modifications, variations or alterations thereto;
3. to appoint, instruct and enter into agreements with the BRLM, and in consultation with BRLM appoint and enter
into agreements with intermediaries, co-managers, underwriters, syndicate members, brokers, escrow collection
bankers, auditors, independent chartered accountants, refund bankers, registrar, grading agency, industry expert,
legal counsels, depositories, printers, monitoring agency, advertising agency(ies), and any other agencies or persons
(including any successors or replacements thereof) whose appointment is required in relation to the Offer and to
negotiate and finalize the terms of their appointment, including but not limited to execution of the mandate letters
and offer agreement with the BRLM, and the underwriting agreement with the underwriters, and to terminate
agreements or arrangements with such intermediaries;
4. to make any alteration, addition or variation in relation to the Offer, in consultation with the BRLM or SEBI or such
other authorities as may be required, and without prejudice to the generality of the aforesaid, deciding the exact
Offer structure and the exact component of issue of Equity Shares;
5. to finalize, settle, approve, adopt and arrange for submission of the draft red herring prospectus (“DRHP”), the red
herring prospectus (“RHP”), this Prospectus, the preliminary and final international wrap and any amendments,
supplements, notices, clarifications, reply to observations, addenda or corrigenda thereto, to appropriate government
and regulatory authorities, respective stock exchanges where the Equity Shares are proposed to be listed (“Stock
Exchanges”), the Registrar of Companies, Bangalore at Karnataka (“Registrar of Companies”), institutions or
bodies;
2566. If deemed appropriate, to invite the existing shareholders of the Company to participate in the Offer to offer for sale
the Equity Shares held by them at the same price as in the Offer;
7. to take all actions as may be necessary and authorised in connection with the offer for sale and to approve and take
on record the approval of the selling shareholder(s) for offering their Equity Shares in the offer for sale and the
transfer of Equity Shares in the offer for sale;
8. to issue advertisements in such newspapers and other media as it may deem fit and proper, in consultation with the
relevant intermediaries appointed for the Offer in accordance with the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”), Companies
Act, 2013, as amended and other applicable laws;
9. to decide the total number of Equity Shares to be reserved for allocation to eligible categories of investors, if any,
and on permitting existing shareholders to sell any Equity Shares held by them;
10. to open and operate separate escrow accounts as the escrow account to receive application monies from anchor
investors/ underwriters in respect of the bid amounts and a bank account as the refund account for handling refunds
in relation to the Offer and in respect of which a refund, if any will be made;
11. to open and operate bank account with the bankers to the Offer to receive application monies in relation to the Offer
in terms of Section 40(3) of the Companies Act, 2013, as amended and to authorize one or more officers of the
Company to execute all documents/deeds as may be necessary in this regard;
12. to negotiate, finalise, sign, execute and deliver or arrange the delivery of the offer agreement, syndicate agreement,
share escrow agreement, escrow and sponsor bank agreement, underwriting agreement, agreements with the registrar
to the Offer, monitoring agency and the advertising agency(ies) and all other agreements, documents, deeds,
memorandum of understanding and other instruments whatsoever with the registrar to the Offer, legal advisors,
auditors, Stock Exchanges, BRLM and other agencies/ intermediaries in connection with Offer with the power to
authorize one or more officers of the Company to execute all or any of the aforesaid documents;
13. to make any applications, seek clarifications, obtain approvals and seek exemptions, if necessary, from the Stock
Exchange, the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), Registrar of
Companies, and such other statutory and governmental authorities in connection with the Offer, as required by
applicable law, and to accept, on behalf of the Board, such conditions and modifications as may be prescribed or
imposed by any of them while granting such approvals, exemptions, permissions and sanctions as may be required,
and wherever necessary, incorporate such modifications / amendments as may be required in the DRHP, the RHP
and this Prospectus, as applicable;
14. to make in-principle and final applications for listing and trading of the Equity Shares on one or more stock
exchanges, to execute and to deliver or arrange the delivery of the equity listing agreement(s) or equivalent
documentation to the Stock Exchanges and to take all such other actions as may be necessary in connection with
obtaining such listing;
15. to determine and finalize, in consultation with the BRLM, the price band for the Offer and minimum bid lot for the
purpose of bidding, any revision to the price band and the final Offer price after bid closure, and to finalize the basis
of allocation and to allot the Equity Shares to the successful allottees and credit Equity Shares to the demat accounts
of the successful allottees in accordance with applicable laws and undertake other matters in connection with or
incidental to the Offer, including determining the anchor investor portion, in accordance with the SEBI ICDR
Regulations;
16. to accept and appropriate the proceeds of the Offer in accordance with the Applicable Laws;
17. to issue receipts/allotment advice/confirmation of allocation 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 aforementioned documents;
18. to do all such acts, deeds and things as may be required to dematerialise the Equity Shares and to sign and / or
modify, as the case maybe, agreements and/or such other documents as may be required with the National Securities
257Depository Limited, the Central Depository Services (India) Limited, registrar and transfer agents and such other
agencies, authorities or bodies as may be required in this connection and to authorize one or more officers of the
Company to execute all or any of the aforementioned documents;
19. to approve the code of conduct, suitable insider trading policy, whistle blower/vigil mechanism policy, risk
management policy and other corporate governance requirements considered necessary by the Board or the IPO
Committee or as required under applicable law;
20. to approve the list of ‘group of companies’ of the Company, identified pursuant to the materiality policy adopted by
the Board, for the purposes of disclosure in the DRHP, RHP and Prospectus;
21. to seek, if required, the consent and waivers of the parties with whom the Company has entered into various
commercial and other agreements such as Company’s lenders, joint venture partners, all concerned governmental
and regulatory authorities in India or outside India, and any other consents and/or waivers that may be required in
connection with the Offer or any actions connected therewith, in accordance with the applicable laws;
22. to determine the price at which the Equity Shares are offered, allocated, transferred and/or allotted to investors in
the Offer in accordance with applicable regulations in consultation with the BRLM and/or any other advisors, and
determine the discount, if any, proposed to be offered to eligible categories of investors;
23. to settle all questions, difficulties or doubts that may arise in relation to the Offer, including such issues or allotment,
terms of the IPO, utilisation of the IPO proceeds and matters incidental thereto as it may in its absolute discretion
deem fit;
24. to do all acts and deeds, and execute all documents, agreements, forms, certificates, undertakings, letters and
instruments as may be necessary for the purpose of or in connection with the Offer;
25. to authorize and approve the incurring of expenditure and payment of fees, commissions, brokerage and
remuneration in connection with the Offer;
26. to withdraw the DRHP or RHP or to decide not to proceed with the Offer at any stage, in consultation with the
BRLM and in accordance with the SEBI ICDR Regulations and applicable laws;
27. to submit undertaking/certificates or provide clarifications to the SEBI, Registrar of Companies and the relevant
stock exchange(s) where the Equity Shares are to be listed; and
28. to authorize and empower directors or officers of the Company (each, an “Authorized Officer(s)”), 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(s) consider necessary, appropriate or advisable, in connection
with the Offer, including, without limitation, engagement letter(s), memoranda of understanding, the listing
agreement(s) with the stock exchange(s), the registrar agreement and memorandum of understanding, the
depositories’ agreements, the offer agreement with the BRLM (and other entities as appropriate), the underwriting
agreement, the syndicate agreement with the BRLM and syndicate members, the stabilization agreement, the share
escrow agreement, the cash escrow and sponsor bank agreement, confirmation of allocation notes, allotment advice,
placement agents, registrar to the Offer, bankers to the Company, managers, underwriters, escrow agents,
accountants, auditors, legal counsel, depositories, advertising agency(ies), syndicate members, brokers, escrow
collection bankers, auditors, grading agency, monitoring agency and all such persons or agencies as may be involved
in or concerned with the Offer, if any, and to make payments to or remunerate by way of fees, commission, brokerage
or the like or reimburse expenses incurred in connection with the Offer by the BRLM and to do or cause to be done
any and all such acts or things that the Authorized Officer(s) may deem necessary, appropriate or desirable in order
to carry out the purpose and intent of the foregoing resolutions for the Offer; and any such agreements or documents
so executed and delivered and acts and things done by any such Authorized Officer(s) shall be conclusive evidence
of the authority of the Authorized Officer and the Company in so doing.
2586. Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was originally constituted on June 19, 2014. The Corporate Social
Responsibility Committee was re-constituted and the terms of reference was approved by a resolution of our Board dated
January 07, 2025.
Sr.No. Name of the Directors Designation Position in the Committee
1. Lajwanti Sudhanva Non-Executive Director Chairperson
2. Shruthi Sudhanva Whole-Time Director Member
3. Arun Kumar Bangarpet Venkataramanappa Independent Director Member
4. Desiraju Srilakshmi Independent Director Member
The scope and function of the Corporate Social Responsibility Committee is in accordance with Section 135 of the
Companies Act. The terms of reference of the Corporate Social Responsibility Committee are as follows:
1. To formulate and recommend to the Board, a Corporate Social Responsibility policy which will indicate the activities
to be undertaken by the Company in accordance with Schedule VII of the Companies Act and the rules made
thereunder and make any revisions therein as and when decided by the Board;
2. To identify corporate social responsibility policy partners and programmes;
3. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the
Company for corporate social responsibility activities and the distribution of the same to various corporate social
responsibility programmes undertaken by the Company;
4. To monitor the Corporate Social Responsibility policy of the Company from time to time including delegation of
responsibilities to various teams and supervise, monitor and review the timely implementation of corporate social
responsibility programmes;
5. Any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the
Board of Directors or as may be directed by the Board of Directors from time to time; and
6. To exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in terms
of the provisions of Section 135 of the Companies Act.
259Management Organization Chart
260Key Managerial Personnel
In addition to our Chairman & Managing Director viz. Dhananjaya Sudhanva and Whole-Time Director viz. Shruthi
Sudhanva, whose details are provided in “Brief Profile of our Directors” and “Terms of appointment of Executive
Directors” on pages 245 and 246, respectively, the details of the Key Managerial Personnel of our Company is as follows:
1. Subramaniam Ravi was appointed as the Chief Financial Officer on December 02, 2024. He holds a degree of
Bachelors in Commerce from Bharathidasan University. He is qualified as a Cost Accountant by the Institute of Cost and
Works Accountants of India and is a member of the Institute of Chartered Accountants of India (“ICAI”). He has more
than over 22 years of work experience. Prior to joining our Company on May 16, 2012, he previously worked with several
organizations such as Kaynes Technology India Private Limited, Lenovo (India) Private Limited and Jasmine Concrete
Exports Private Limited. During Fiscal 2025, he received a remuneration of ₹ 16.93 million.
2. Venkatesh Dayananda is the Company Secretary & Compliance Officer of our Company. He was appointed as the
Company Secretary of our Company with effect from August 23, 2024. He holds a degree of Bachelors in Commerce
from Bangalore University and is a member of the Institute of Company Secretaries of India (“ICSI”). He has over 20
years of experience. He was initially appointed as the Company Secretary in our Company from June 20, 2011 to February
20, 2019, post which he continued to act as a consultant company secretary to our Company from 2019 to 2024, before
his Re-appointment on August 23, 2024. He has previously worked with Novell Software Development Private Limited
from 2006 to 2011. During Fiscal 2025, he received a remuneration of ₹ 10.53 million
Senior Management
Except as disclosed below, there are no other Senior Management in our Company:
1. Jambardi Ramanna Maheshkumar was appointed as the Chief Operating Officer of our Company with effect from
October 06, 2008. He holds a degree of Bachelor of Engineering in Mechanical from University of Mysore, a degree of
Master of Technology in Computer Science & Engineering from Indian Institute of Technology, Kanpur and a degree of
Master of Science in Systems Science from Louisiana State University and Agricultural and Mechanical College. He has
over 27 years of experience. Prior to joining our Company in 2008, he worked at Sabre Inc. from 1996 to 2006. During
Fiscal 2025, he received a remuneration of ₹ 17.55 million. He is currently a director in one of our subsidiary company’s-
Excelsoft Technologies Pte. Ltd.
2. Prashanth H M was appointed as the Head Strategy & Human Resource on July 09, 2012. He holds a degree of
Bachelor of Engineering in Mechanical Engineering from P.E.S. College of Engineering, Mandya and a degree of Master
of Business Administration from Sikkim Manipal University. He has 25 years of experience working with our Company
since our inception. During Fiscal 2025, he received a remuneration of ₹ 19.22 million. He is currently also a director in
Excel Matnovus Private Limited and Examic Edtech Private Limited.
3. Ajay Ramesh Kulkarni was appointed as the Head-Business Development at our Company with effect from June
02, 2008. He holds a degree of Bachelor of Engineering in Mechanical from Kuvempu University. He has over 27 years
of experience. Prior to joining our Company on April 14, 2000, he has worked with Kirloskar AAF Limited from 1997
to 1999. During Fiscal 2025, he received a remuneration of ₹ 18.90 million.
4. Shivakumar Srikantaiah was appointed as the Head-Support Functions on June 01, 2006. He holds a degree of
Bachelor of Engineering in Mechanical from University of Mysore and a degree of Master of Technology in Management
& Systems from Indian Institute of Technology (IIT), New Delhi. He has 25 years of experience working with our
Company since our inception. During Fiscal 2025, he received a remuneration of ₹ 13.27 million.
5. Adarsh M S is the Vice President – Products & Innovation of our Company. He was appointed as the Vice President
– Products & Innovation of our Company with effect from April 19, 2019. He holds a degree of Bachelors in Engineering
from Visveshwaraiah Technological University, Belgaum Karnataka, India. He also holds a Masters in Computer Science
from University of Illinois. He has over 12 years of experience. Prior to working at our Company, he has previously
worked with Adobe Systems India Private Limited as a Web Engineer, he has also worked in Excelsoft Technologies Inc.
as a Technology lead. During Fiscal 2025, he received a remuneration of ₹ 3.44 million. He is currently a director in
Pedanta Technologies Private Limited and in one of our subsidiary company’s- Enhanzed Education Private Limited.
261Changes in our Key Managerial Personnel and Senior Management in the last three years
Name Designation Date of Appointment/Change/ Cessation Particulars/ Reason
Venkatesh D Company Secretary August 23, 2024 Appointment
Subramaniam Ravi Chief Financial Officer December 02, 2024 Appointment
Status of Key Managerial Personnel and Senior Management Personnel
All our Key Managerial Personnel and Senior Management Personnel are permanent employees of our Company.
Attrition of Key Managerial Personnel and Senior Management Personnel vis-à-vis industry
The attrition rate of our Key Managerial Personnel and Senior Management Personnel of our Company is not high as
compared to our peers.
Shareholding of Key Managerial Personnel and Senior Management Personnel in our Company
Except as stated below, none of our Key Managerial Personnel and Senior Management Personnel holds any Equity
Shares of our Company as on the date of filing of this Prospectus.
Name of Shareholder Pre-Offer
No. of Equity Shares of ₹ % of Equity Share
10/- each capital
Ajay Ramesh Kulkarni 457,500 0.46
Jambardi Ramanna Maheshkumar 610,000 0.61
Prashanth H M 457,500 0.46
Shivakumar Srikantaiah 366,000 0.37
Subramaniam Ravi 244,000 0.24
Venkatesh Dayananda 183,000 0.18
Adarsh M S 457,500 0.46
Bonus or Profit-Sharing Plans of the Key Managerial Personnel and Senior Management Personnel
As on date of this Prospectus, none of our Key Managerial Personnel or Senior Management Personnel are entitled to any
bonus (excluding performance linked incentive which is part of their remuneration) or profit-sharing plans of our
Company.
Interests of Key Managerial Personnel and Senior Management Personnel
Our Key Managerial Personnel and Senior Management Personnel do not have any interests in our Company, other than
to the extent of the remuneration or benefits to which they are entitled in accordance with the terms of their appointment
or reimbursement of expenses incurred by them during the ordinary course of business by our Company, if any, and any
dividend payable to them and other benefits arising out of such shareholding.
Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management
Personnel
There is no contingent or deferred compensation accrued for Fiscal 2025 and payable to the Key Managerial Personnel
and Senior Management Personnel.
Arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which our
Key Managerial Personnel and Senior Management Personnel have been appointed as a Key Managerial
Personnel and Senior Management Personnel
None of our Key Managerial Personnel and Senior Management Personnel have been appointed pursuant to any
arrangement or understanding with major shareholders, customers, suppliers or others.
262Service Contracts with Key Managerial Personnel and Senior Management Personnel
Our Company has not entered into any service contracts, pursuant to which its Key Managerial Personnel or Senior
Management are entitled to benefits upon termination of employment. Except statutory benefits upon termination of their
employment in our Company or superannuation, no Key Managerial Personnel or Senior Management are entitled to any
benefit upon termination of employment or superannuation.
Payment or benefit to Key Managerial Personnel and Senior Management Personnel
No non-salary amount or benefit has been paid or given to any officer of our Company including Key Managerial
Personnel or Senior Management Personnel, within the two years preceding the date of this Prospectus or is intended to
be paid or given, other than in the ordinary course of their employment or any employee stock options, for services
rendered as officers of our Company, dividend that may be payable in their capacity as Shareholders. For details of the
related party transactions, see “Restated Consolidated Financial Information –Note 34-Related Party Transactions” on
page 316.
263OUR PROMOTERS AND PROMOTER GROUP
Our Promoters
The Promoters of our Company are:
1. Pedanta Technologies Private Limited
2. Dhananjaya Sudhanva
3. Lajwanti Sudhanva
4. Shruthi Sudhanva
As of the date of this Prospectus, our Promoters’ shareholding in our Company is as follows:
S. Name of the promoter Number of Equity Percentage of the pre-Offer
No. shares issued, subscribed and paid-up
Equity Share capital (%)
1. Pedanta Technologies Private Limited 43,152,376 43.12
2. Dhananjaya Sudhanva 38,843,702 38.81
3. Lajwanti Sudhanva 11,756,225 11.75
4. Shruthi Sudhanva 457,500 0.46
Total 94,209,803 94.14
For details, see “Capital Structure – Shareholding of our Promoters and Promoter Group” on page 116.
1. Corporate Promoter
a. Pedanta Technologies Private Limited (“Pedanta Technologies”/ “Corporate Promoter”):
Corporate information
Our Corporate Promoter is a private limited company incorporated on January 08, 2013 under the provisions of the
Companies Act, 1956. The corporate identification number of our Corporate Promoter is U72900KA2013PTC067557.
Our Corporate Promoter was incorporated with the Registrar of Companies, Bangalore at Karnataka.
The registered office of our Corporate Promoter is located at 1-B Hootagalli Industrial Area, Mysore - 570018 Karnataka,
India.
Main objects
The main objects of our Corporate Promoter are:
1. To carry on in India or elsewhere, the business of software designing, development, customization, implementation,
maintenance, testing and benchmarking; to import, export, sell, purchase, distribute/resell, host (in data centres or
over the web) or otherwise deal in own- and third-party computer software packages, ERP packages, application
software, programs and solutions; to provide internet / web-based applications, services and solutions.
2. To undertake Information Technology enabled services like call centre management, back-office processing, data
warehousing and database management; and to undertake Information Technology engineering services and
infrastructure management services.
3. To offer consultancy, advisory and related services in all areas of information technology including computer
hardware and software, data communication, telecommunications, artificial intelligence, process control and
automation and to undertake research and development in all areas of information technology.
4. To carry on in India and abroad, the business of online education and training on the web and any other mode of
communication platform, e-learning, tutorial, interactive classes, courses, study center, workshops, conference and
264virtual classroom in any field of education including setting up, running and operating necessary training institutes or
franchise and compiling/developing necessary course curriculum/content, study material and other publications.
Change in activities
There has been no change in activities of our Corporate Promoter since the date of its incorporation.
Board of directors
The board of directors of our Corporate Promoter comprises the following:
c) Dhananjaya Sudhanva
d) Lajwanti Sudhanva
Registration with regulators
Our Corporate Promoter has no registrations with any regulators as on the date of filing this Prospectus.
Capital Structure
The authorised share capital of our Corporate Promoter is ₹ 1,00,000 divided into 10,000 Equity Shares of face value ₹
10/- each.
The issued and paid-up share capital of our Corporate Promoter is ₹ 1,00,000 divided into 10,000 Equity Shares of face
value ₹ 10/- each.
Shareholding Pattern
As on the date of this Prospectus, the shareholding of our Corporate Promoter is as follows:
Sr. No. Name of Shareholder Number of Equity shares held Percentage (%) of equity
shareholding
1. Dhananjaya Sudhanva 9,000 90
2. Lajwanti Sudhanva 1,000 10
Total 10,000 100
Change in control of our Corporate Promoter
Except as stated below, there has not been any change in the control by way of ownership of the Corporate Promoter
equity shares and change in management of our Corporate Promoter in the three years immediately preceding the date of
this Prospectus:
a. A share transfer of 1,000 equity shares of the Corporate Promoter was undertaken from Late Prof.
Manchukondanahalli Hiriyanna Dhananjaya to Lajwanti Sudhanva by the way of Gift Deed dated 12 October, 2022.
b. On the demise of Late Prof. Manchukondanahalli Hiriyanna Dhananjaya, Lajwanti Sudhanva was appointed as a
director of the Corporate Promoter with effect from February 01, 2024.
Confirmations
a. As on date of this Prospectus, Pedanta Technologies Private Limited holds 43,152,376 Equity Shares representing
43.12 % of the subscribed and paid-up Equity Share capital of our Company.
b. As on date of this Prospectus, Dhananjaya Sudhanva and Lajwanti Sudhanva being shareholders and directors of
Pedanta Technologies Private Limited are also individual Promoters of our Company. Except as stated in this
Prospectus, there is no other relationship.
c. Pedanta Technologies Private Limited is not involved in any other venture.
265d. Our Company confirms that the permanent account number, bank account number, company identity number of our
Corporate Promoter along with the address of the Registrar of Companies where our Corporate Promoter is registered
has been submitted to the Stock Exchanges at the time of filing of the Draft Red Herring Prospectus with them.
2. Individual Promoters
Dhananjaya Sudhanva
Dhananjaya Sudhanva, born on December 31 1962 aged 62, is one of
our Promoters and also the Chairman & Managing Director of our
Company.
His PAN is AIHPS5677A
For complete details of his educational qualifications, personal address,
experience in the business or employment, positions and posts held in
the past, directorships held, business and financial activities, other
ventures and special achievements, see ‘Our Management’ on page
245.
Lajwanti Sudhanva
Lajwanti Sudhanva, born on September 18, 1968 aged 57 years, is one
of our Promoters and the Non-Executive Director of our Company.
Her PAN is ASGPS6179J
For complete details of her educational qualifications, personal
address, experience in the business or employment, positions and
posts held in the past, directorships held, business and financial
activities, other ventures and special achievements, see ‘Our
Management’ on page 245.
Shruthi Sudhanva
Shruthi Sudhanva, born on August 22, 1990 aged 35 years, is one of
our Promoters and the Whole-Time Director of our Company.
Her PAN is DXOPS7568R
For complete details of her educational qualifications, personal
address, experience in the business or employment, positions and
posts held in the past, directorships held, business and financial
activities, other ventures and special achievements, see ‘Our
Management’ on page 245.
Our Company confirms that the permanent account number, Aadhar card number, bank account numbers, driving license
number and passport numbers of our individual Promoters, as applicable, was submitted to the Stock Exchanges at the time
of filing the Draft Red Herring Prospectus with them.
Experience of our Individual Promoters
Our individual Promoters have adequate experience in the business activities undertaken by our Company, please refer to
the chapter titled “Our Management” beginning on page 242.
Other ventures of our Individual Promoters
Other than as disclosed in “Our Promoter Group” below and in section “Our Management – Other Directorships” on
266page 242, our individual Promoters are not involved in any other ventures.
Change in Control of our Company
There has been no change in control of our Company.
INTEREST OF OUR PROMOTERS
Interest of Promoters in the Promotion of our Company
Our Promoters are interested in our Company to the extent that they have promoted our Company and to the extent of
their respective shareholding in our Company (directly or indirectly, as the case may be, the dividends payable and any
other distributions in respect of their respective shareholding in our Company. Further, our individual Promoters are also
interested in our Company to the extent of remuneration payable to them in their capacity as Executive Directors of our
Company or reimbursement of expenses incurred by them during the ordinary course of business by our Company (See
“Our Management” on page 242. For further details, see “Capital Structure - Build-up of the shareholding of our
Promoters in our Company” beginning on page 114. Additionally, our Promoters may be interested in transactions
entered into by our Company with other entities (in which our Promoters hold shares, or controlled by our Promoters).
Interest of Promoters in the Property of our Company
Our Promoters do not have any interest in any property acquired by our Company within three years preceding the date
of this Prospectus or proposed to be acquired by our Company as on the date of filing of this Prospectus or in any
transaction for acquisition of land, construction of buildings and supply of machinery.
Except for the rental income received by the Promoter for the following properties, the Promoters do not have any direct
or indirect interest in any property leased by our Company:
Sl. Name of the Property Address Rent in ₹ Effective Date Usage of
No. Promoter/Lessor million (per of Agreement Property
annum)
Pedanta Technologies Plot No. 1-B, Hoot1ag. ali 19.58 September 01, Registered
1. Private Limited Industrial Area situated in Survey 2024(2) Office and
no. 85 of Hootagalli Village, Software
Kasaba Hobli, Mysore Taluk, development
Mysore District – 570018, center
Karnataka, India; and
Plot No. 1-C, Part II and Part III,
Hootagali Industrial Area Administrative
situated in Survey no. 85 of use and
Hootagalli Village, Kasaba Software
Hobli, Mysore Taluk, Mysore Development
District – 570018, Karnataka, Centre
India (1)
2. 2Pedanta Technologies No. 1310 & 1333, Nikhil Plaza, 2.75 March 15, Sub-Leased to
2Private Limited Gaganachumbi Double Road, 2025 our Company
2 G&H Block, Kuvempunagara, for Research &
Mysore-570023 Karnataka, Development
India. and Software
development
center
3. Dhananjaya Sudhanva No.82 bearing flat No. FF 0.74 January 01, Company
101,102 and 103 approx 5230 2025 Guest House
square feet, Mysore - 570012
Karnataka, India
(1) Lease Deed entered into between the parties has been adjudicated and is pending registration in view of the digitalisation of revenue and land
settlement records by the Government of Karnataka.
(2) Pursuant to the addendum to the lease agreement dated May 13, 2025 to the lease deed dated December 10, 2024, it was agreed between Pedanta
Technologies Private Limited (Lessor) and our Company that the parties shall not be entitled to terminate the lease for a period of 5(five) years
commencing from the Lease Commencement Date i.e. September 01,2024, except in the event of any material breach of the terms and conditions
of the original lease deed dated December 10, 2024 by the Lessor only and/or upon Force Majeure event. The right to terminate the lease in such
267a scenario will only be with our Company and not otherwise from the lease commencement date till August 31, 2029.
As on date of this Prospectus, our Company does not own any properties.
Interest of Promoters in our Company other than as Promoters
Except as stated in this section and the sections titled “Our Business”, “History and Certain Other Corporate Matters”,
“Our Management”, “Related Party Transactions” and “Financial Indebtedness” on pages 194, 227, 242, 340 and
377, respectively, our Promoters do not have any interest in our Company other than as Promoters.
Interest in our Company arising out of being a member of a firm or company
Our Promoters are not interested as members of a firm or company, and no sum has been paid or agreed to be paid to
them or to such firm or company in cash or shares or otherwise by any person either to induce such person to become, or
qualify him as a director, or otherwise for services rendered by him or by such firm or company in connection with the
promotion or formation of our Company.
Interest of Promoters in Intellectual Property
Our Promoters are not interested in any intellectual property rights that are used by our Company.
COMMON PURSUITS OF OUR PROMOTERS
Except for our Corporate Promoter and Subsidiaries, none of our Promoters are involved with any company or firms
which are in the same line of activity or business as that of our Company.
PAYMENT OF AMOUNTS OR BENEFITS TO OUR PROMOTERS OR PROMOTER GROUP DURING THE
LAST TWO YEARS
Except as stated in the section titled “Related Party Transactions” on page 340, no amount or benefit has been paid by
our Company to our Promoters or members of our Promoter Group in the two years preceding the date of this Prospectus
and no amount or benefit is intended to be paid or given to any of our Promoters or members of our Promoter Group.
RELATED PARTY TRANSACTIONS
Except as stated in the section titled “Related Party Transactions” on page 340, our Company has not entered into any
related party transactions with our Promoters.
CONFIRMATIONS
Except as stated in the section titled “Related Party Transactions” on page 340, our Company has not made any payments
in cash or otherwise to our Promoters or to firms or companies in which our Promoters are interested as members, directors
or promoters nor have our Promoters been offered any inducements to become directors or otherwise to become interested
in any firm or company, in connection with the promotion or formation of our Company.
Except as stated below, as on date of this Prospectus, our Promoters are not related to any sundry debtors of our Company:
Name of the Sundry Debtor Relation to the Promoter
Excelsoft Technologies Inc. Dhananjaya Sudhanva is a Director
Excelsoft Technologies Pte. Ltd Dhananjaya Sudhanva is a Director
Excel Education and E-learning Trust Dhananjaya Sudhanva is a Trustee
Enhanzed Education Private Limited Dhananjaya Sudhanva and Shruthi Sudhanva are directors
268DISASSOCIATION BY PROMOTERS IN THE LAST THREE YEARS
Our Promoters have not disassociated from any companies or firms during the three years preceding the date of filing
of this Prospectus except as disclosed herein below:
Sl. Dissociated Entity Promoter Date of Reasons for and circumstances
No. Disassociation leading to disassociation
1. C ityonthenet Marketplace Dhananjaya Sudhanva March 31, 2023 Resignation as director under
Services Private Limited Section 168 of Companies
Act, 2013 due to personal
reasons.
2. S TG-Excel Kids Academy Dhananjaya Sudhanva November 07, 2024 Resignation as director under
Private Section 168 of Companies
Act, 2013 due to personal
reasons and transfer of
shareholding.
3. L ingotran Private Limited Dhananjaya Sudhanva August 08, 2024 Transfer of Shareholding
4. S apientury Private Limited Dhananjaya Sudhanva September 02, 2024 Transfer of Shareholding
5. M essier 4 Private Limited Dhananjaya Sudhanva November 05, 2024 Transfer of Shareholding
6. D esiadda Craftworks LLP Dhananjaya Sudhanva November 21, 2024 Transfer of Interest/ holdings
7. D ollar Ventures LLP Dhananjaya Sudhanva October 01, 2024 Transfer of Interest/ holdings
8. E nhanzed Education Private Dhananjaya Sudhanva August 01, 2024 Transfer of Shareholding
Limited
GUARANTEES
Our Promoters have not given any material guarantee, in respect of the Equity Shares of the Company, as on the date
of this Prospectus.
Promoter Group
In addition to the Promoters mentioned above, the individuals and entities that form part of the Promoter Group of our
Company in terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations, 2018 are set out below:
I. Corporate Promoter- There are no promoter group individuals/bodies corporate/firms/entities forming part of the
Corporate Promoter.
II. Individual Promoters:
a. Individuals who are a part of our Promoter Group:
Relation Promoter Group Individual
Dhananjaya Sudhanva
Lajwanti Sudhanva Spouse
Shruthi Sudhanva Daughter
Naganand P Bhargava Brother of the spouse
Lajwanti Sudhanva
Dhananjaya Sudhanva Spouse
Shruthi Sudhanva Daughter
Naganand P Bhargava Brother
Shruthi Sudhanva
Adarsh M S Spouse
Dhananjaya Sudhanva Father
Lajwanti Sudhanva Mother
Akshaj Adarsh Son
Akshara Adarsh Daughter
269SV Sudhindra Thirtha Father of the spouse
Vijayalakshmi MG Mother of the spouse
b. Entities who are a part of our Promoter Group
Entity forming part of Promoter Group
Stg-Excel Kids Academy Private Limited
Lingotran Private Limited
Excel Matnovus Private Limited
Messier 4 Private Limited
Desiadda Craftsworks LLP
MHD Ventures LLP
Dollar Ventures LLP
Nishlaj Consultants
Acelon LLP
Shareholding of the Promoter Group in our Company
For details of shareholding of members of our Promoter Group, see “Capital Structure – Notes to Capital Structure -
Shareholding of our Promoters and Promoter Group” on page 116.
Other Confirmations
Our Promoters and members of our Promoter Group have not been prohibited from accessing or operating in 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. Further, there have been no violations of securities laws committed by any of
them in the past or are currently pending against them.
Our Promoters, and members of our Promoter Group have not been declared as wilful defaulter or a fraudulent borrower
by any bank or financial institution or consortium thereof in accordance with the guidelines on wilful defaulters or
fraudulent borrowers as defined under the SEBI ICDR Regulations and as per RBI master circular dated July 01, 2016.
None of our Promoters or Promoter Group are appearing in the list of directors of struck-off companies by RoC, Ministry
of Corporate Affairs.
270DIVIDEND POLICY
The declaration and payment of dividend on our Equity Shares, if any, will be recommended by our Board and approved
by our Shareholders, at their discretion, in accordance with provisions of our Articles of Association and applicable law,
including the Companies Act and SEBI Listing Regulations including the rules made thereunder and other relevant
regulations, if any, each as amended. Further, the Board shall also have the absolute power to declare interim dividend in
compliance with the Act including the Rules made thereunder and other relevant regulations, if any. Our Company has
no formal dividend policy as on the date of this Prospectus. The dividend policy of our Company was adopted pursuant
to the resolution of our Board dated February 05, 2025 (“Dividend Policy”).
In terms of the Dividend Policy, our Board will consider various internal / financial parameters before declaring or
recommending dividend to Shareholders, including, amongst others, (i) the operating cash flow of our Company, (ii) the
profits earned during the year, (iii) the profits available for distribution, (iv) the earnings per share, (v) stipulations/
covenants of any agreement to which our Company is a party(including; financing documents, investment agreements
and shareholders agreement); (vi) applicable legal restrictions; (vii) and overall financial position of our Company;(viii)
annual operating plans; (ix) capital budget; (x) quarterly and annual results; (xi) investments including mergers and
acquisitions; (xii) funding arrangements; (xiii) changes in accounting policies and applicable accounting standards; (xiv)
client related risks; and (xv) any other factors and material events considered relevant by our Board, including those set
out in any annual business plan and budget of our Company, if any, and our working capital requirements. Further, our
Board will consider external factors, such as industry outlook and economic environment, statutory provisions and
guidelines, legislations impacting business, competition, statutory restriction, capital markets, inflation rate, tax
implications, and dividend pay-out ratios of companies in the same industry, before declaring dividend. In addition, our
ability to pay dividends may be impacted by a number of factors, including restrictive covenants under our current or
future loan or financing documents. Our Company may not distribute dividend or may distribute a reduced quantum of
dividend when there is absence or inadequacy of profits. For more information on restrictive covenants under our current
loan agreements, see “Financial Indebtedness” on page 377.
Our Company has not declared any dividends on the Equity Shares during the three months period ended June 30, 2205 and
in the last three Fiscals, until the date of this Prospectus. The past trend in relation to our payment of dividends is not
necessarily indicative of our dividend trend or dividend policy, in the future, and there is no guarantee that any dividends
will be declared or paid in the future. For details in relation to the risk involved, see “Risk Factors – We cannot assure
payment of dividends on the Equity Shares in the future. Our ability to pay dividends in the future will depend on our
earnings, profitability, financial condition, cash flows and capital requirements.” on page 79.
271SECTION V – FINANCIAL INFORMATION
RESTATED CONSOLIDATED FINANCIAL INFORMATION
Examination Report of Independent Auditor on the Restated Consolidated Financial Information as at and for
the Three months ended June 30,2025 and Financial years ended March 31, 2025, March 31, 2024 and March 31,
2023.
The Board of Directors,
Excelsoft Technologies Limited
1-B, Hootagalli Industrial Area,
Mysore – 570018, Karnataka, India
Dear Sirs / Madams,
1. I have examined the attached Restated Consolidated Financial Information of Excelsoft Technologies Limited (the
“Company” or the “Issuer”) and its subsidiaries (the Company, and its subsidiaries together referred to as the “Group"),
comprising the Restated Consolidated Statements of Assets and Liabilities as at June 30, 2025, March 31, 2025, March
31, 2024 and March 31, 2023, the Restated Consolidated Statements of Profit and Loss (including other comprehensive
income), the Restated Consolidated Statements of Cash Flows and the Restated Consolidated Statements of Changes in
Equity for the three months ended June 30,2025, and Financial year ended March 31, 2025, March 31, 2024 and March
31, 2023, the Material Accounting Policies, and other explanatory information (collectively, the “Restated
Consolidated Financial Information”), as approved by the Board of Directors of the Company at their meeting held
on October 26, 2025 for the purpose of inclusion in the Red Herring Prospectus and Prospectus (the “UDRHP”, “RHP
and Prospectus”) to be prepared by the Company in connection with its proposed initial public offer of equity shares
(the “IPO”) prepared in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act");
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018,
as amended (the "ICDR Regulations"); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (the “ICAI”), as amended from time to time (the “Guidance Note”).
Management's Responsibility for the Restated Summary Statements
2. The Company’s management is responsible for the preparation of the Restated Consolidated Financial Information
which have been approved by the Board of Directors for the purpose of inclusion in the UDRHP, RHP and Prospectus
to be filed with the Securities and Exchange Board of India (“SEBI”), BSE Limited and National Stock Exchange of
India Limited (collectively, the “Stock Exchanges”) in connection with the proposed IPO. The Restated Consolidated
Financial Information has been prepared by the management of the Company on the basis of preparation stated in note
2(I) to the Restated Consolidated Financial Information. The respective board of directors of the companies included
in the Group and its associate and joint ventures are responsible for designing, implementing and maintaining adequate
internal control relevant to the preparation and presentation of respective restated financial information which have
been used for the purpose of preparation of these Restated Consolidated Financial Information by the management of
the Company, as aforesaid. The respective board of directors are also responsible for identifying and ensuring that the
Group / company complies with the Act, the ICDR Regulations and the Guidance Note.
Auditors' Responsibilities
3. I have examined such Restated Consolidated Financial Information taking into consideration:
a) The terms of reference and terms of my engagement agreed upon with you in accordance with my engagement letter
dated November 29, 2023 in connection with the proposed IPO of equity shares of the Issuer;
b) The Guidance Note. The Guidance Note also requires that I comply with the ethical requirements of the Code of Ethics
issued by the ICAI;
272c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting
the Restated Consolidated Financial Information; and
d) The requirements of Section 26 of the Act and the ICDR Regulations.
My work was performed solely to assist you in meeting your responsibilities in relation to your compliance with
the Act, the ICDR Regulations and the Guidance Note, in connection with the IPO.
4. These Restated Consolidated Financial Information have been compiled by the management from the audited special
purpose interim consolidated financial statements of the Group as at and for the three months ended June 30, 2025
and the audited consolidated financial statements for the years ended March 31, 2025, March 31, 2024 and March 31,
2023 prepared in accordance with the Indian Accounting Standards (“Ind AS”), prescribed under Section 133 of the
Act read with the Companies (Indian Accounting Standards) Rules, 2015 and the other accounting principles generally
accepted in India (the “Consolidated Ind AS Financial Statements”), which have been approved by the Board of
Directors at their meetings held on August 11, 2025, June 11, 2025, July 29, 2024, and September 02, 2023
respectively.
5. For the purpose of my examination, I have relied on:
Auditors’ report issued by me dated August 11, 2025 on the Special Purpose Interim Consolidated Financial Statements
of the group as at and for the three months ended June 30, 2025, Auditor’s report issued by me dated June 11, 2025
on the Consolidated Ind AS Financial Statements of the Group as at and for the year ended March 31, 2025, Auditors’
report issued by me dated July 29, 2024 on the Consolidated Ind AS Financial Statements of the Group as at and for the
year ended March 31, 2024 and Auditors’ report issued by me dated September 02, 2023 on the Consolidated Ind AS
Financial Statements of the Group as at and for the year ended March 31, 2023 as referred to in paragraph 4 above.
6. As indicated in my audit report referred to in paragraphs 5
I did not audit financial statements of subsidiaries whose share of total assets, total revenues and net cash inflows /
(outflows) included in the Consolidated Ind AS Financial Statements for the three months ended June 30, 2025 and
Consolidated Ind AS Financial Statements for the year ended March 31, 2025, March 31, 2024 & March 31, 2023 is
tabulated below, which have been audited by other auditors, and whose reports have been furnished to me by the Company’s
management and my opinion on the Consolidated Ind AS Financial Statements, in so far as it relates to the amounts and
disclosures included in respect of these subsidiaries, is based solely on the reports of the other auditors:
(INR in Millions)
As at / for the three As at / for the year ended
Particulars months ended
March 31, 2025 March 31, 2024 March 31, 2023
June 30, 2025
Number of Subsidiaries 3* 3 2 2
Total assets 10.48 11.47 Nil 0.12
Total revenue 0.55 8.78 Nil Nil
Net Cash Inflow / (outflow) 1.65 1.96 Nil Nil
*Freedom to Learn Limited, a wholly-owned subsidiary incorporated in the UK, was struck off and dissolved on May 13,
2025
My opinion on the Consolidated Ind AS Financial Statements is not modified in respect of these matters.
7. Based on my examination and according to the information and explanations given to me and also as per the reliance
placed on the Subsidiary Auditors Report as mentioned in paragraphs 5 and 6 above, respectively, I report that the
Restated Consolidated Financial Information:
a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and
regrouping/reclassifications retrospectively in the three months ended June 30, 2025 and financial years ended March 31,
2025, March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and
grouping/classifications followed as at and for the three months ended June 30,2025, as applicable;
b) do not require any adjustment for modification as there is no modification in the underlying audit reports referred in
paragraph 5 above; and
273c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
8. I have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related
Services Engagements.
9. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the
respective dates of the reports on the Consolidated Ind AS Financial Statements mentioned in paragraph 5 above.
10. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by
me or the Previous Auditors, nor should this report be construed as a new opinion on any of the financial statements
referred to herein.
11. I have no responsibility to update my report for events and circumstances occurring after the date of the report.
12. My report is intended solely for use of the Board of Directors for inclusion in the UDRHP, RHP and Prospectus to be
filed with Securities and Exchange Board of India and BSE Limited and National Stock Exchange of India Limited in
connection with the proposed IPO. My report should not be used, referred to, or distributed for any other purpose except
with my prior consent in writing. Accordingly, I 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 my prior consent
in writing.
Ramaswamy Vijayanand
Chartered Accountant
Membership No: 202118
UDIN: 25202118BMIAEN2548
Date: 26th October 2025
Place: Mysore, Karnataka
274(Amount in ₹ million)
RESTATED CONSOLIDATED BALANCE SHEET
As at As at As at
Note As at
March 31, March 31, March 31,
No. June 30, 2025
2025 2024 2023
ASSETS
(1) Non-current assets
(a) Property, plant and equipment 6 66.52 66.79 305.50 312.87
(b) Right-of-use assets 7 77.68 84.64 1,941.47 2,027.97
(c) Goodwill 8 124.18 124.18 - -
(d) Other intangible assets 8 1,023.65 1,071.50 1,112.58 1,144.40
(e) Intangible assets under development 9 36.25 - - -
(f) Financial assets
(i) Investments 10 - - - -
(ii) Other financial assets 11 15.93 16.05 147.64 132.55
(g) Income tax assets (net) 12 16.49 16.49 16.49 16.49
(h) Other non-current assets 13 103.90 3.90 - -
Total non-current assets 1,464.60 1,383.55 3,523.68 3,634.28
(2) Current assets
(a) Financial assets
(i) Trade receivables 14
Billed 187.71 344.09 285.57 395.60
Un-billed 348.80 167.03 182.20 61.00
(ii) Cash and cash equivalents 15 66.12 84.10 48.07 165.84
(iii) Bank balances other than (ii) above 16 2,413.14 2,443.78 0.72 0.68
(iv) Loans 17 34.65 33.11 0.68 2.00
(b) Income tax assets (net) - - 28.60 3.73
(c) Other current assets 18 268.40 249.22 140.81 98.13
Total current assets 3,318.82 3,321.33 686.65 726.98
TOTAL ASSETS 4,783.42 4,704.88 4,210.33 4,361.26
EQUITY AND LIABILITIES
Equity
(a) Share capital 19 1,000.84 1,000.84 15.96 15.94
(b) Other equity 2,758.65 2,712.06 2,957.07 2,764.83
Total equity 3,759.49 3,712.90 2,973.03 2,780.77
Liabilities
(1) Non-current liabilities
(a) Financial liabilities
(i) Borrowings 20 - - 488.14 635.30
(ii) Lease liabilities 7 56.17 62.77 7.31 16.25
(b) Provisions 21 210.08 186.32 156.21 133.56
(c) Deferred tax liabilities (net) 38 49.31 57.10 8.89 14.90
Total non-current liabilities 315.56 306.19 660.55 800.01
(2) Current liabilities
(a) Financial liabilities
(i) Borrowings 22 378.16 265.89 279.11 545.62
(ii) Lease liabilities 7 23.29 22.64 8.94 8.01
(iii) Trade payables 23
(A) Total outstanding dues of micro
0.08 0.92 3.69 3.41
enterprises and small enterprises
275(B) Total outstanding dues of creditors
other than micro enterprises and small 58.61 103.98 97.22 45.75
enterprises
(b) Other current liabilities 24 195.05 231.54 151.38 142.50
(c) Provisions 25 44.96 39.76 36.41 35.19
(d) Income tax liabilities (net) 8.22 21.06 - -
Total current liabilities 708.37 685.79 576.75 780.48
TOTAL EQUITY AND LIABILITIES 4,783.42 4,704.88 4,210.33 4,361.26
This is the financial statements referred for and on behalf of the Board
to in my report of even date
Ramaswamy Vijayanand Dhananjaya Sudhanva Shruthi Sudhanva
Chartered Accountant Chairman and Managing Director Whole-time Director
Membership No 202118 DIN: 00423641 DIN: 06426159
Place: Mysore
Date: 26.10.2025 Ravi Subramaniam Venkatesh Dayananda
Chief Financial Officer Company Secretary
Membership No. F9904
(Amount in ₹ million)
RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS
Period Year Year
Year ended
Note ended ended ended
Particulars March 31,
No. June 30, March 31, March 31,
2025
2025 2024 2023
I Revenue from operations 26 557.18 2,332.91 1,982.97 1,951.04
II Other income 27 45.58 155.09 23.99 28.69
III Total income (I+II) 602.76 2,488.00 2,006.96 1,979.73
IV Expenses
Employee benefits expenses 28 339.29 1,197.17 1,082.14 930.13
Finance costs 29 9.18 45.70 100.65 135.07
Depreciation and amortization expenses 6,7,8 60.31 246.51 289.93 273.58
Other expenses 30 116.12 403.17 351.10 339.12
Total expenses (IV) 524.90 1,892.55 1,823.82 1,677.90
V Profit/(loss) before tax (III-IV) 77.86 595.45 183.14 301.83
VI Tax expense 38
(1) Current tax 25.55 197.84 60.43 78.39
(2) Deferred tax (7.78) 50.70 (4.82) (0.70)
Profit/(loss) for the period from continuing operations
VII 60.09 346.91 127.53 224.14
(V-VI)
Share in profit/(loss) after tax of joint ventures/associates
- - - -
(net)
VIII Profit/(loss) for the period 60.09 346.91 127.53 224.14
IX Other comprehensive income
A (i) Items that will not be reclassified to profit or loss
a) Remeasurements of the defined benefit plans (14.21) (9.70) (4.74) (5.69)
276(ii) Income tax relating to items that will not be
- 2.44 1.19 1.40
reclassified to profit or loss
B (i) Items that will be reclassified to profit or loss
a) Deferred gains or losses on cash flow hedges - - -
b) Foreign currency translation reserve 0.71 2.97 (3.35) 10.40
(ii) Income tax relating to items that will be reclassified
to - - - -
profit or loss
Total other comprehensive income (IX) (13.50) (4.29) (6.90) 6.11
Total comprehensive income for the period
X (VIII+IX)(Comprising profit/(loss) and other 46.59 342.62 120.63 230.25
comprehensive income for the period)
XI Earnings per equity share (for continuing operation) 31
Basic (in ₹) 0.60 3.47 1.27 2.24
Diluted (in ₹) 0.60 3.47 1.27 2.24
(Paid up value per share) 10.00 10.00 10.00 10.00
Earnings per equity share(for discontinued and
XII 31
continuing operations)
Basic (in ₹) 0.60 3.47 1.27 2.24
Diluted (in ₹) 0.60 3.47 1.27 2.24
Significant accounting policies and notes attached form
1 - 45
an integral part of the financial statements
This is the financial statements referred for and on behalf of the Board
to in my report of even date
Ramaswamy Vijayanand Dhananjaya Sudhanva Shruthi Sudhanva
Chartered Accountant Chairman and Managing Director Whole-time Director
Membership No 202118 DIN: 00423641 DIN: 06426159
Place: Mysore Ravi Subramaniam Venkatesh Dayananda
Date: 26.10.2025 Chief Financial Officer Company Secretary
Membership No. F9904
277(Amount in ₹ million)
RESTATED CONSOLIDATED CASH FLOW STATEMENT
Period
Year ended Year ended
ended Year ended
Particulars March 31, March 31,
June 30, March 31, 2023
2025 2024
2025
A. Cash flow from operating activities
Profit for the period 60.09 346.91 127.53 224.14
Adjustments to reconcile net profit to net cash from
operating activities
Income tax expenses 17.77 248.54 55.61 77.70
Depreciation and amortization expenses 60.31 246.51 289.93 273.58
Finance costs 7.82 37.86 90.56 99.28
Impairment loss recognized / (reversed) under expected
- - - 0.43
credit loss model
Interest income (43.20) (141.73) (16.06) (18.92)
Share based payments to employees - 3.80 71.52 -
Rental income - (1.05) (6.23) (6.41)
Exchange difference on items grouped under financing
1.36 7.84 7.75 32.61
activities
Unrealised foreign exchange loss / (gain) 0.50 (1.66) (0.07) (0.70)
Gain on sale / redemption of mutual funds (net) - - - (0.23)
(Profit)/loss on sale of assets - (0.41) - (0.04)
Operating profit before working capital changes 104.65 746.61 620.54 681.44
Changes in assets and liabilities
Trade receivables and unbilled revenue (25.66) (40.01) (11.12) (52.28)
Other financial assets and other assets (20.65) (108.98) (67.64) (45.04)
Trade payables (46.49) 2.27 51.76 (1.33)
Other financial liabilities, other liabilities and provisions (33.88) 124.04 24.66 51.48
Income tax paid (25.55) (197.84) (60.43) (78.39)
Net cash from/(used in) operating activities 526.09 557.77 555.88
(47.58)
B. Cash flows from investing activities
Purchase of property, plant and equipment (including net
movement in capital work in progress, capital advances (5.25) (37.17) (23.15) (37.29)
and payables in respect of property, plant and equipment)
Sale of property, plant and equipment - 247.22 - 0.07
Closure of Right-of-use assets - 2,305.87 - -
Internal capitalisation of intangible assets - (137.08) (133.51) (108.76)
Intangible assets under development - - -
(36.25)
Rental income - 1.05 6.23 6.41
Acquisition of subsidiary, net of cash acquired - (125.03) - -
Gain on sale / redemption of mutual funds (net) - - - 0.23
278Interest received 42.81 137.45 0.08 4.87
Capital advances paid (100.00) (3.90) - -
Other financial assets 0.51 128.77 (5.26) (99.37)
Deposits with banks 30.64 (2,442.50) (0.05) 82.72
Net cash from/(used in) investing activities (67.54) 74.68 (155.66) (151.12)
C. Cash flows from financing activities
Proceeds from borrowings 112.27 132.70 2.08 1,166.20
Shares issued on exercise of employee stock options - 2.24 0.12 -
Lease Liability (5.95) (19.92) (8.01) (6.29)
Repayment of borrowings - (634.06) (415.76) (1,295.38)
Interest paid (9.18) (45.70) (98.31) (131.88)
Net cash from/(used in) financing activities 97.14 (564.74) (519.88) (267.35)
Net increase in cash and cash equivalents (A+B+C) (17.98) 36.03 (117.77) 137.41
Cash and cash equivalents at the end of the year 66.12 84.10 48.07 165.84
Cash and cash equivalents at the beginning of the year 84.10 48.07 165.84 28.43
Net increase/(decrease) in cash and cash equivalents (17.98) 36.03 (117.77) 137.41
Note 1:
Cash and cash equivalents include:
Balance with banks
- in current accounts 66.12 84.10 48.07 165.84
Total cash and cash equivalents 84.10 48.07 165.84
66.12
Note 2:
Figures in brackets represent outflows of cash and cash
equivalents
Note 3:
The above cash flow statement has been prepared under the indirect method as set out in Indian Accounting Standards (IND-AS) 7
on statement of cash flows.
This is the financial statements referred for and on behalf of the Board
to in my report of even date
Shruthi
Dhananjaya Sudhanva
Sudhanva
Chairman and Managing Whole-time
Ramaswamy Vijayanand
Director Director
Chartered Accountant DIN: 00423641 DIN: 06426159
Membership No 202118
279Venkatesh
Ravi Subramaniam
Dayananda
Company
Place: Mysore Chief Financial Officer
Secretary
Membership No.
Date: 26.10.2025
F9904
(Amount in ₹ million)
RESTATED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
A. Equity Share capital
Particulars Note No. No. of Shares Amount
As at March 31, 2022
15,93,642 15.94
Change during the year 19
- -
As at March 31, 2023
15,93,642 15.94
Change during the year 19
2,320 0.02
As at March 31, 2024
15,95,962 15.96
Change during the year 19
9,84,88,202 984.88
As at March 31, 2025
10,00,84,164 1,000.84
Change during the year 19
- -
As at June 30, 2025
10,00,84,164 1,000.84
B. Other equity
Items of
other
Reserves and surplus
comprehens
ive income
Particulars Total
Surplus in Foreign
Securities Employee stock profit and currency
General reserve
premium option reserve loss translation
account reserve
Balance as at April 01, 2022
42.37 2.55 137.41 2,346.79 5.46 2,534.58
Profit for the year
- - - 224.14 - 224.14
Other comprehensive
income/(loss) - - - (4.29) 10.40 6.11
Balance as at March 31, 2023
42.37 2.55 137.41 2,566.64 15.86 2,764.83
Balance as at April 01, 2023
42.37 2.55 137.41 2,566.64 15.86 2,764.83
Profit for the year
- - - 127.53 - 127.53
Transferred on account of
options not exercised - (1.27) 1.27 - - -
280Share based payments to
employees - 71.52 - - - 71.52
Shares issued on exercise of
employee stock options 1.37 (1.28) - - - 0.09
Other comprehensive
income/(loss) - - - (3.55) (3.35) (6.90)
Balance as at March 31, 2024
43.74 71.52 138.68 2,690.62 12.51 2,957.07
Balance as at April 01, 2024
43.74 71.52 138.68 2,690.62 12.51 2,957.07
Profit for the year
- - - 346.91 346.91
Share based payments to
employees - 3.80 - 3.80
Shares issued on exercise of
employee stock options 77.11 (75.32) - 1.79
Issue of bonus shares
(120.85) - (138.68) (724.91) - (984.44)
Cancellation of lease
- - - 391.22 - 391.22
Other comprehensive
income/(loss) - - - (7.26) 2.97 (4.29)
Balance as at March 31, 2025
- - - 2,696.58 15.48 2,712.06
Balance as at April 01, 2025
- - - 2,696.58 15.48 2,712.06
Profit for the year
- - - 60.09 - 60.09
Other comprehensive
income/(loss) - - - (14.21) 0.71 (13.50)
Balance as at June 30, 2025
- - - 2,742.46 16.19 2,758.65
This is the financial statements referred to in my
for and on behalf of the Board
report of even date
Dhananjaya
Ramaswamy Vijayanand Shruthi Sudhanva
Sudhanva
Chairman and Managing
Chartered Accountant Whole-time Director
Director
DIN:
Membership No 202118 DIN: 00423641
06426159
Ravi
Place: Mysore Venkatesh Dayananda
Subramaniam
Chief Financial
Date: 26.10.2025 Company Secretary
Officer
Membership No. F9904
1. Company overview
Excelsoft Technologies Limited and its subsidiaries (collectively referred to as "the Group") provide innovative
technology-based solutions in the education and e-learning space. The Group architects, designs and develops technology
281solutions and digital content and has established itself in a leadership position in the e-learning business. The Group's
platforms – Saras (a learning and assessment technology framework), OpenPage (a digital interactive ebook ecosystem),
CollegeSparc (a Student Success Products) and Education Enterprise Information Management System have been used
by over 30 million users in more than 60 countries. The Group's learning design and content development practice is a
process-driven model that delivers cost-effective, professionally developed content solutions for a wide spectrum of
clients.
Excelsoft Technologies Limited is a Public Limited Company incorporated and domiciled in Mysore, Karnataka, India.
As at June 30, 2025 the Pedanta Technologies Private Limited is the holding company owns controlling stake of the
Group's equity along with its promoters.
The Board of Directors approved the restated consolidated financial statements for the period / year ended June 30, 2025,
March 31, 2025, March 31, 2024 and March 31, 2023 and authorised for issue on October 26, 2025.
2. Basis of preparation and presentation
The Restated financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS)
specified under Companies (Indian Accounting Standards) Rules, 2015 (as amended) prescribed by Section 133 of the
Companies Act, 2013 (the ‘Act’) and other recognised accounting principles and policies generally accepted in India,
including the requirements of the Act, these Restated financial statements are presented only for the limited purpose of
preparation of restated financial statements of the Company for aforementioned periods for their inclusion in the draft red
herring prospectus (DRHP), red herring prospectus (RHP) and Prospectus ("Prospectus" collectively with DRHP and
RHP referred to as "Offer Documents") to be prepared by the Company for filing with the Securities Exchange Board of
India (“SEBI”), BSE Limited, National Stock Exchange of India Limited, the Registrar of Companies, Karnataka in
connection with its proposed Initial Public Offer (“IPO”) in terms of the requirements of:
(a) Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended and any rules issued thereunder (the
“Act”)
(b) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as
amended from time to time (the ‘SEBI ICDR Regulations’); and
(c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).
The Restated financial statements have been compiled by the management from the audited special purpose interim
consolidated financial statements of the Group as at and for the three months ended June 30, 2025 and the audited
consolidated financial statements for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 prepared in
accordance with the Indian Accounting Standards (“Ind AS”), prescribed under Section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015 and the other accounting principles generally accepted in India
(the “Consolidated Ind AS Financial Statements”), which have been approved by the Board of Directors at their meetings
held on August 11, 2025, June 11, 2025, July 29, 2024, and September 02, 2023 respectively.
The Restated financial statements of the Company have been prepared in accordance with Indian Accounting Standards
(IND AS) notified under the Companies (India Accounting Standards) Rules, 2015 and Companies (Indian Accounting
Standard) (Amendment) Rules,2016. The Company has prepared these financial statements to comply in all material
respects with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018 (“the SEBI regulations”) and the Guidance note on Reports in Company prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India (ICAI), as amended from time to time.
The Restated financial statements:
(a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and
regrouping/reclassifications retrospectively in the three months period ended June 30, 2025 and financial years ended
March 31, 2025, 2024 and 2023 to reflect the same accounting treatment as per the accounting policies and
grouping/classifications followed as at and for the three months period ended June 30, 2025; and
(b) do not require any adjustment for modification as there is no modification in the underlying audit reports.
3. Basis of consolidation
282Excelsoft consolidates the subsidiaries, which it controls or owns. The restated Consolidated Financial Statement
comprises the restated financial statement of the Group and its subsidiaries. Control exists when the parent has power
over the entity, is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to
affect those returns by using its power over the entity. Power is demonstrated through existing rights that give the ability
to direct relevant activities, those which significantly affect the entity’s returns. Subsidiaries are consolidated from the
date control commences until the date control ceases.
The restated financial statements of the Group companies are consolidated on a line-by-line basis and intra-group balances
and transactions including unrealized gain / loss from such transactions are eliminated upon consolidation. These restated
financial statements are prepared by applying uniform accounting policies in use at the Group. Non-controlling interests
which represent part of the net profit or loss and net assets of subsidiaries that are not, directly or indirectly, owned or
controlled by the Group, are excluded.
Business combination acquisition of subsidiaries and businesses are accounted for using the acquisition method. The
consideration transferred in the business combination is measured at the fair value on the acquisition date of equity shares
of the acquire and the consideration is settled by cash to the former owners of the acquire. Acquisition related costs are
recognised in the restated consolidated statement of profit and loss. Goodwill arising on acquisition is recognised as an
asset and measured at cost, being the excess of the consideration transferred in the business combination over the Group’s
interest in the net fair value of the identifiable assets acquired, liabilities assumed and contingent liabilities recognised, as
applicable. Where the fair value of the identifiable assets and liabilities exceed the cost of acquisition, after re-assessing
the fair values of the net assets and contingent liabilities, the excess is recognised as capital reserve on consolidation. The
interest of non-controlling shareholders may be initially measured either at fair value or at the non-controlling interests’
proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement basis is made on
an acquisition-by acquisition basis. Subsequent to acquisition, the carrying value of non-controlling interests is the amount
of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity. Total
comprehensive income is attributed to non-controlling interests even if it results in the non-controlling interests having a
deficit balance. Once control has been achieved, any subsequent acquisitions where the Group does not originally hold
hundred percent interest in a subsidiary are treated as an acquisition of shares from non-controlling shareholders. The
identifiable net assets are not subject to further fair value adjustments and the difference between the cost of acquisition
of the non-controlling interest and the net book value of the additional interest acquired is adjusted in equity.
Statement showing percentage holding of the Company in its Subsidiaries:
Three months
period ended 30th FY 2024-25 FY 2023-24 FY 2022-23
Sl. Name of the
June 2025
No. Subsidiary
No. of % No. of % No. of % No. of %
Shares holding Shares holding Shares holding Shares holding
1 Excelsoft
Technologies 1,600 100% 1,600 100% 1,600 100% 1,600 100%
Inc, USA
2 Excelsoft
Technologies
2,70,000 100% 2,70,000 100% 2,70,000 100% 2,70,000 100%
Pte Ltd,
Singapore
3 Excelsoft
Technologies
Limited, UK
(formerly
11,51,907 100% 11,51,907 100% 11,51,907 100% 11,51,907 100%
known as
Meteor Online
Learning
Limited, UK)
4 Freedom to
Learn Limited, NIL 20 100% 20 100% 20 100%
UK
5 Enhanzed
Education
5,55,556 100% 5,55,556 100% NIL
Private
Limited, India
2834. Use of estimates and judgements
The preparation of restated financial statements in conformity with generally accepted accounting principles requires
management of the Group to make estimates and assumptions that affect certain reported balances of assets and
liabilities, disclosures relating to the contingent liabilities as at the date of the restated financial statements and reported
amounts of income and expense during the year. Accordingly, future results could differ due to changes in these
estimates and the difference between the actual result and the estimate are recognized in the period in which the results
are known / materialize. Accounting estimates could change from period to period. Appropriate change in the estimates
are made as the management becomes aware of the changes in the circumstance surrounding the estimates. Changes in
the estimates are reflected in the restated financial statements in the period in which the changes are made.
The Group uses the following critical accounting estimates in preparation of its restated consolidated financial
statements:
a. Revenue recognition
The Group uses the percentage-of-completion method in accounting for other fixed-price contracts. Use of the
percentage-of-completion method requires the Group to determine the actual efforts or costs expended to date as a
proportion of the estimated total efforts or costs to be incurred. Efforts or costs expended have been used to measure
progress towards completion as there is a direct relationship between input and productivity. The estimation of total
efforts or costs involves significant judgment and is assessed throughout the period of the contract to reflect any changes
based on the latest available information.
b. Provision for income tax and deferred tax assets
The Group uses estimates and judgements based on the relevant rulings in the areas of allocation of revenue, costs,
allowances and disallowances which is exercised while determining the provision for income tax, including amount
expected to be paid or recovered for uncertain tax positions. A deferred tax asset is recognised to the extent that it is
probable that future taxable profit will be available against which the deductible temporary differences and tax losses
can be utilised. Accordingly, the Group exercises its judgement to reassess the carrying amount of deferred tax assets
at the end of each reporting period.
c. Property, plant and equipment
The Group reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment
may result in change in depreciation expense in future periods.
d. Other intangible assets
The Group amortizes intangible assets on a straight-line basis over estimated useful lives of the assets. The useful life
is estimated based on a number of factors including the effects of obsolescence, demand, competition and other
economic factors such as the stability of the industry and known technological advances and the level of maintenance
expenditures required to obtain the expected future cash flows from the assets. The estimated useful life is reviewed at
least annually.
e. Leases
The Group evaluates if an arrangement qualifies to be a lease as per the requirements of the Ind AS 116. Identification
of lease requires significant judgment. The Group uses the significant judgement in assessing the lease term (including
anticipated renewals) and the applicable discount rate.
f. Employee benefits
The accounting of employee defined benefit plans requires the Group to use assumptions. These assumptions have been
explained under employee benefits note.
g. Provisions and contingent liabilities
The Group estimates the provisions that have present obligations as a result of past events and it is probable that outflow
of resources will be required to settle the obligations. These provisions are reviewed at the end of each reporting date
and are adjusted to reflect the current best estimates.
284The Group uses significant judgement to disclose contingent liabilities. Contingent liabilities are disclosed when there
is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or
non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation
that arises from past events where it is either not probable that an outflow of resources will be required to settle the
obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed
in the restated financial statements.
5. Significant accounting policies
a. Revenue recognition
The Group derives revenues primarily from IT services comprising licensing of learning and assessment software
products and platforms, software development and related services and maintenance, licensing the educational learning
material copy rights and content services. Contracts with customers are either on a time-and-material, unit-of-work,
fixed-price or on a fixed-timeframe basis.
Revenue is recognized upon transfer of control of promised products or services (“performance obligations”) to
customers in an amount that reflects the consideration the Group has received or expects to receive in exchange for
these products or services (“transaction price”). When there is uncertainty as to collectability, revenue recognition is
postponed until such uncertainty is resolved.
Revenue from licenses where the customer obtains a “right to use” the licenses is recognized at the time the license is
made available to the customer. Revenue from licenses where the customer obtains a “right to access” is recognized
over the access period.
Revenue on time-and-material and unit-of-work-based contracts, are recognized on output basis measured by units
delivered, efforts expended, number of transactions processed etc.
Revenue related to fixed-price maintenance and support revenue is recognized rateably on a straight-line basis when
services are performed through an indefinite number of repetitive acts over a specified period or the Group is standing
ready to provide the services.
Revenue from other fixed-price, fixed-timeframe contracts, where the performance obligations are satisfied over time
is recognized using the percentage-of-completion method of accounting with contract cost incurred determining the
degree of completion of the performance obligation. Efforts or costs expended are used to determine progress towards
completion as there is a direct relationship between input and productivity. Progress towards completion is measured as
the ratio of costs or efforts incurred to date (representing work performed) to the estimated total costs or efforts.
Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, service
level credits, price concession and incentives, if any, as specified in the contract with the customer. The Group assesses
the services promised in a contract and identifies distinct performance obligations in the contract and allocates the
transaction price to each distinct performance obligation based on the relative standalone selling price.
The billing schedules agreed with customers include periodic performance-based billing and / or milestone-based
progress billings. Revenues in excess of billing are classified as unbilled revenue while billing in excess of revenues are
classified as contract liabilities (which we refer to as unearned revenues).
In accordance with Ind-AS 37, the Group recognise an onerous contract provision when the unavoidable costs of
meeting the obligations under a contract exceed the economic benefits to be received.
The incremental costs of obtaining a contract (i.e., costs that would not have been incurred if the contract had not been
obtained) are recognized as an asset if the Group expects to recover them. Any capitalized contract costs are amortized,
with the expense recognized as the Group transfers the related goods or services to the customer. The Group presents
revenues net of indirect taxes in its restated consolidated Statement of Profit and Loss.
The Group disaggregates revenue from contracts with customers by geography and business verticals.
b. Property, plant and equipment
Property, plant and equipment are measured at cost of acquisition or construction less accumulated depreciation and
285impairment losses, if any. The cost of an item of property, plant and equipment comprises its purchase price, including
import duties and other non-refundable taxes or levies and any directly attributable cost of bringing the asset to its
working condition for its intended use and any trade discounts and rebates are deducted in arriving at the purchase price.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for
as separate items (major components) of property, plant and equipment.
Capital work-in-progress are measured at cost less accumulated impairment losses, if any.
Depreciation on property, plant and equipment is provided on pro-rata basis using the Straight-Line method based on
the useful life specified in the Schedule II to the Companies Act, 2013.
Subsequent expenditure related to Property, plant and equipment is capitalized only when it is probable that future
economic benefits associated with these will flow to the Group and the cost of item can be measured reliably. Other
repairs and maintenance costs are recognized in the restated Statement of Profit & Loss while incurred.
The Group doesn’t have any Benami Property under the Benami Transactions (Prohibition Act), 1988.
c. Intangible assets
Intangible assets are stated at cost less accumulated amortization and impairment. Intangible assets are amortized over
their respective individual estimated useful lives on a straight-line basis, from the date that they are available for use.
The estimated useful life of an identifiable intangible asset is based on a number of factors including the effects of
obsolescence, demand, competition, and other economic factors (such as the stability of the industry and known
technological advances). Amortization methods and useful lives are reviewed periodically including at each financial
year end.
The estimated useful life of amortizable intangibles is reviewed and where appropriate are adjusted, annually. The
estimated useful lives of the amortizable intangible assets for the current and comparative periods are considered as
(Customer-related software products) 10 years. (Comparative periods 10 years)
Research costs are expensed as incurred. Software product development costs are expensed as incurred unless technical
and commercial feasibility of the project is demonstrated, future economic benefits are probable, the Group has an
intention and ability to complete and use or sell the software, and the costs can be measured reliably. The costs which
can be capitalized include the cost of material, direct labour and overhead costs that are directly attributable to preparing
the asset for its intended use.
Intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate that their
carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher
of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does
not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount
is determined for the cash generating unit (CGU) to which the asset belongs. If such assets are considered to be impaired,
the impairment to be recognized in the restated Statement of Profit and Loss is measured by the amount by which the
carrying value of the assets exceeds the estimated recoverable amount of the asset.
d. Impairment
i. Financial assets
The Group applies the expected credit loss model for recognizing impairment loss on financial assets measured at
amortized cost, trade receivables, unbilled receivables, contract assets and other financial assets. Expected credit loss is
the difference between the contractual cash flows and the cash flows that the entity expects to receive, discounted using
the effective interest rate.
Loss allowances for trade receivables, unbilled receivables and contract assets are measured at an amount equal to
lifetime expected credit loss. Lifetime expected credit losses are the expected credit losses that result from all possible
default events over the expected life of a financial instrument. Lifetime expected credit loss is computed based on a
provision matrix which takes in to account risk profiling of customers and historical credit loss experience adjusted for
forward looking information.
ii. Non-financial assets
The Group assesses long-lived assets such as property, plant and equipment, right-of-use assets and intangible assets
286for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of
assets may not be recoverable. If any such indication exists, the Group estimates the recoverable amount of the asset or
group of assets.
The recoverable amount of an asset or cash generating unit (CGU) is the higher of its fair value less cost of disposal
(FVLCD) and its value-in-use (VIU). The VIU of long-lived assets is calculated using projected future cash flows.
FVLCD of a cash generating unit (CGU) is computed using turnover and earnings multiples. If the recoverable amount
of the asset or the recoverable amount of the cash generating unit (CGU) to which the asset belongs is less than it’s
carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment
loss and is recognized in the restated consolidated statement of profit and loss. If at the reporting date, there is an
indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the
impairment losses previously recognized are reversed such that the asset is recognized at its recoverable amount but not
exceeding written down value which would have been reported if the impairment losses had not been recognized
initially. An impairment in respect of goodwill is not reversed.
e. Leases
The Group evaluates each contract or arrangement, whether it qualifies as lease as defined under Ind AS 116.
The Group recognises the right-of-use assets and lease liability at the commencement date of the lease. The right of use
asset is initially measured at cost, which comprises of present value of future lease rent payments adjusted for any
payments made at or before commencement date, any initial direct cost incurred and estimate of cost to dismantle or
remove an underlying asset or to restore an asset less any lease incentives received. The lease liability is initially
measured at present value of lease payments that is not paid at commencement date discounted at implicit rate mentioned
in lease or incremental borrowing rate. The generally uses incremental borrowing rate as discount rate. The right of use
asset is depreciated using the straight-line method from the commencement date of the lease over useful life of right to
use asset.
Subsequently, the right-of-use assets is measured at cost less any accumulated depreciation and accumulated impairment
losses, if any. The estimated useful lives of right-of-use assets are determined on the same basis as those of property,
plant and equipment.
The Group applies Ind AS 36 to determine whether a RoU asset is impaired and accounts for any identified impairment
loss as described in the impairment of non-financial assets above.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced
for the lease payments made.
The Group recognizes the amount of the re-measurement of lease liability as an adjustment to the right-of-use assets.
Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement
of the lease liability, The Group recognizes any remaining amount of the re-measurement in restated statement of profit
and loss.
Lease liability payments are classified as cash used in financing activities in the restated statement of cash flows.
The Group as a lessor
Leases under which the Group is a lessor are classified as a finance or operating lease. Lease contracts where all the
risks and rewards are substantially transferred to the lessee, are classified as a finance lease. All other leases are classified
as operating lease.
For leases under which the Group is an intermediate lessor, the Group accounts for the head-lease and the sub-lease as
two separate contracts. The sub-lease is further classified either as a finance lease or an operating lease by reference to
the RoU asset arising from the head-lease.
f. Earnings per share
Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period
adjusted for treasury shares held. Diluted earnings per share is computed using the weighted-average number of equity
and dilutive equivalent shares outstanding during the period, using the treasury stock method for options, except where
the results would be anti-dilutive.
287The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented
for any splits and bonus shares issues including for change effected prior to the approval of the restated financial
statements by the Board of Directors.
g. Functional and presentation currency
These restated Group financial statements are presented in Indian rupees (INR in million), which is the functional
currency of the Group.
h. Foreign currency transactions and translation
i. Functional and presentation currency
Items included in the restated financial statements of each of the Group’s entities are measured using the currency of
the primary economic environment in which these entities operate (i.e., the “functional currency”). These restated
consolidated financial statements are presented in Indian rupees, which is the functional currency of the Group.
ii. Transactions and balances
Transactions in foreign currency are translated into the functional currencies using the exchange rates prevailing at the
date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from
translation at the exchange rates prevailing at the reporting date of monetary assets and liabilities denominated in foreign
currencies are recognized in the restated statement of profit and loss and reported within foreign exchange gains/(losses),
net, within results of operating activities. Gains/(losses), net, relating to translation or settlement of borrowings
denominated in foreign currency are reported within finance costs. Non-monetary assets and liabilities denominated in
foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction.
iii. Foreign operations
For the purpose of presenting restated financial statements, the assets and liabilities of the Group’s foreign operations
that have a functional currency other than Indian rupees are translated into Indian rupees using exchange rates prevailing
at the reporting date. Income and expense items are translated at the average exchange rates for the period. Exchange
differences arising, if any, are recognized in other comprehensive income and held in foreign currency translation
reserve (FCTR), a component of equity. When a foreign operation is disposed of, the relevant amount recognized in
FCTR is transferred to the restated statement of profit and loss as part of the profit or loss on disposal.
Financial assets and liabilities
A) Initial Recognition
Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the
instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial
liabilities at fair value through profit or loss (FVTPL)) are added to or deducted from the fair value measured on initial
recognition of financial asset or financial liability.
B) Subsequent measurement
i) Financial assets carried at amortised cost
A financial asset is subsequently measured at amortised cost if it held within a business model whose objectives is to
hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on
specified dates cash flows that are solely payment of principals and interest on the principal amount outstanding.
ii) Financial assets at fair value through other comprehensive income
A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a
business model whose objective is achieved by both contractual cash flows and selling financial asset and the contractual
terms of the financial asset give rise on specified dates cash flows that are solely payment of principals and interest on
the principal amount outstanding.
iii) Financial assets at fair value through profit or loss
288A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or
loss.
However, in cases where the Group has made an irrevocable election for particular investment in equity instrument that
would otherwise be measured at fair value through profit or loss (FVTPL), the subsequent changes in fair value are
measured in other comprehensive income.
C) Financial liabilities
Financial liabilities are subsequently carried at amortized cost using the effective interest method, except for contingent
consideration recognised in business combination which is subsequently measured at fair value through profit or loss
(FVTPL). For trade and other payables maturing within one year from the balance sheet date, the carrying amounts
approximate fair value due to the short maturity of these instruments.
D) Derecognition of financial assets and liabilities
The Group derecognises a financial asset when the contractual rights to the cash flow from the financial asset expires
or it transfers the financial asset and the transfer qualifies for derecognition under Ind-AS 109. A financial liability (or
a part of financial liability) is derecognised when the obligation specified in the contract is discharged or cancelled or
expires.
E) Cash and cash equivalents
The Group’s cash and cash equivalents consist of cash on hand and in banks and demand deposits with banks, which
can be withdrawn at any time, without prior notice or penalty on the principal.
For the purposes of the restated cash flow statement, cash and cash equivalents include cash on hand, in banks and
demand deposits with banks are considered part of the Group’s cash management system. In the balance sheet, bank
overdrafts are presented under borrowings within current liabilities.
F) Other financial assets
Other financial assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. They are presented as current assets, except for those maturing later than 12 months after the reporting
date which are presented as non-current assets. These are initially recognized at fair value and subsequently measured
at amortized cost using the effective interest method, less any impairment losses. These comprise trade receivables,
unbilled receivables, employee and other advances and eligible current and non-current assets.
G) Trade payables and other payables
Trade payables and other payables are initially recognized at fair value, and subsequently carried at amortized cost using
the effective interest method. For these financial instruments, the carrying amounts approximate fair value due to the
short-term maturity of these instruments.
i. Employee benefits
i. Short term employee benefits
All employee benefits payable wholly within twelve months of rendering the service are classified as short-term
employee benefits. Benefits such as salaries and wages are recognised in the period in which the employee renders the
related service. A liability is recognised for the amount expected to be paid when there is a present legal or constructive
obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated
reliably.
ii. Provident fund
Eligible employees of the Group receive benefits from a provident fund, which is a defined benefit plan. Both the
eligible employee and the Group make monthly contributions to the provident fund plan equal to a specified percentage
of the covered employee’s salary. The monthly contributions are made to the government administered provident and
pension fund. The rate at which the annual interest is payable to the beneficiaries is being administered by the
government and the same is paid by the provident and pension fund.
289iii. Gratuity
The Group provides for gratuity, a defined benefit retirement plan ("the Gratuity Plan") covering eligible employees of
the Group. The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or
termination of employment, of an amount based on the respective employee’s salary and the tenure of employment with
the Group.
Liabilities with regard to the Gratuity Plan are determined by actuarial valuation, performed by an independent actuary,
at each Balance Sheet date using the projected unit credit method. The Group recognizes the net obligation of a defined
benefit plan in its Balance Sheet as an asset or liability. Gains and losses through remeasurements of the net defined
benefit liability are recognized in other comprehensive income and are not reclassified to profit or loss in subsequent
periods. The effect of any plan amendments is recognized in the restated Statement of Profit and Loss.
iv. Compensated absences
The Group has a policy on compensated absences which are both accumulating and non-accumulating in nature. The
expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent
actuary at each Balance Sheet date using projected unit credit method on the additional amount expected to be paid /
availed as a result of the unused entitlement that has accumulated at the Balance Sheet date. Expense on
non‑accumulating compensated absences is recognized in the period in which the absences occur.
j. Employee stock option
In respect of stock options granted pursuant to the Group’s Employee Stock Option Scheme, the Group recognise
employee compensation expense, using the grant date fair value in accordance with Ind-As 102 – Share Based payment,
on straight line basis over the period over which the employees would become unconditionally entitled to apply for the
shares.
k. Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it
is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be
made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration
required to settle the present obligation at the end of the reporting period, considering the risks and uncertainties
surrounding the obligation.
Provisions for onerous contracts are recognized when the expected benefits to be derived by the Group from a contract
are lower than the unavoidable costs of meeting the future obligations under the contract. Provisions for onerous
contracts are measured at the present value of lower of the expected net cost of fulfilling the contract and the expected
cost of terminating the contract.
l. Income tax
Income tax comprises current tax and deferred tax. Income tax expense is recognized in the restated statement of profit
and loss except to the extent it relates items directly recognized in equity or in other comprehensive income.
i. Current income tax
Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid
to the taxation authorities based on the taxable income for the period. The tax rates and tax laws used to compute the
current tax amounts are those that are enacted or substantively enacted as at the reporting date and applicable for the
period. While determining the tax provisions, the Group assesses whether each uncertain tax position is to be considered
separately or together with one or more uncertain tax positions depending the nature and circumstances of each uncertain
tax position. The Group offsets current tax assets and current tax liabilities, where it has a legally enforceable right to
set off the recognized amounts and where it intends either to settle on a net basis, or to realize the asset and liability
simultaneously.
ii. Deferred income tax
Deferred income tax is recognized using the balance sheet approach. Deferred income tax assets and liabilities are
290recognized for deductible and taxable temporary differences arising between the tax base of assets and liabilities and
their carrying amount in these restated financial statements, except when the deferred income tax arises from the initial
recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither
accounting nor taxable profits or loss at the time of the transaction.
Deferred income tax assets are recognized to the extent it is probable that taxable profit will be available against which
the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized.
Deferred income tax liabilities are recognized for all taxable temporary differences except in respect of taxable
temporary differences associated with investments in subsidiaries, associates and foreign branches where the timing of
the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse
in the foreseeable future.
The Group offsets deferred income tax assets and liabilities, where it has a legally enforceable right to offset current tax
assets against current tax liabilities, and they relate to taxes levied by the same taxation authority on either the same
taxable entity, or on different taxable entities where there is an intention to settle the current tax liabilities and assets on
a net basis or their tax assets and liabilities will be realized simultaneously.
m. Finance costs
Finance costs comprise interest cost on borrowings and lease liabilities, gain or losses arising on re-measurement of
financial assets at FVTPL, gains/ (losses) on translation or settlement of foreign currency borrowings and changes in
fair value and gains/ (losses) on settlement of related derivative instruments. Borrowing costs that are not directly
attributable to a qualifying asset are recognized in the restated statement of profit and loss using the effective interest
method.
n. Cash flow statement
Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactions
of a non-cash nature, any deferrals or accruals of past operating cash receipts or payments and item of income or
expenses associated with investing or financing cash flows. The cash from operating, investing and financing activities
of the Group are segregated.
(Amount in ₹ million)
6. Property, plant and equipment
Plant and Furniture Office
Computer Motor
Gross block Land* Buildings equipme and equipment Total
hardware vehicles
nt fittings s
Balance as at April 01, 2022
22.29 254.76 20.95 68.84 11.06 8.01 45.18 431.09
Additions
- - 0.03 23.27 1.00 11.45 1.54 37.29
Less: Disposals
- - - - - 0.47 - 0.47
Translation difference
- - - 0.25 - - - 0.25
Balance as at April 01, 2023
22.29 254.76 20.98 92.36 12.06 18.99 46.72 468.16
Additions
- 0.06 1.29 16.44 1.39 0.51 3.48 23.17
Less: Disposals
- - - - - - - -
Translation difference
- - - (0.01) - - - (0.01)
Balance as at April 01, 2024
22.29 254.82 22.27 108.79 13.45 19.50 50.20 491.32
Additions
- - 1.40 23.02 3.30 3.93 5.54 37.19
Acquisition of subsidiary
- - - 2.96 0.05 - 0.17 3.18
Less: Disposals
22.29 254.82 9.58 11.75 6.19 6.25 39.11 349.99
291Translation difference
- - - 0.08 - - - 0.08
Balance as at April 01, 2025
- - 14.09 123.10 10.61 17.18 16.80 181.78
Additions
- - 0.05 4.85 - - 0.35 5.25
Less: Disposals
- - - 2.55 - - - 2.55
Translation difference
- - - 0.09 - - - 0.09
Balance as at June 30, 2025
- - 14.14 125.49 10.61 17.18 17.15 184.57
Accumulated depreciation/
impairment
Plant and Furniture
Computer Motor Office
Gross block Land* Buildings equipme and Total
hardware vehicles equipments
nt fittings
Balance as at April 01, 2022
- 28.65 14.95 37.81 8.86 3.63 33.49 127.39
Depreciation
- 4.22 1.02 17.10 0.69 1.38 3.69 28.10
Less: Disposals
- - - - - 0.44 - 0.44
Translation difference
- - - 0.24 - - - 0.24
Balance as at April 01, 2023
- 32.87 15.97 55.15 9.55 4.57 37.18 155.29
Depreciation and impairment
- 4.24 0.84 19.10 0.40 2.05 3.90 30.53
Less: Disposals
- - - - - - - -
Translation difference
- - - - - - - -
Balance as at April 01, 2024
- 37.11 16.81 74.25 9.95 6.62 41.08 185.82
Depreciation and impairment
- 0.01 0.94 19.81 1.77 1.91 4.92 29.36
Acquisition of subsidiary
- - - 2.27 0.05 - 0.16 2.48
Less: Disposals
- 37.12 7.03 11.09 5.73 3.69 38.11 102.77
Translation difference
- - - 0.10 - - - 0.10
Balance as at April 01, 2025
- - 10.72 85.34 6.04 4.84 8.05 114.99
Depreciation and impairment
- - 0.13 4.20 0.14 0.47 0.58 5.52
Less: Disposals
- - - 2.55 - - - 2.55
Translation difference
- - - 0.09 - - - 0.09
Balance as at June 30, 2025
- - 10.85 87.08 6.18 5.31 8.63 118.05
Net block
Balance as at March 31, 2023
22.29 221.89 5.01 37.21 2.51 14.42 9.54 312.87
292Balance as at March 31, 2024
22.29 217.71 5.46 34.54 3.50 12.88 9.12 305.50
Balance as at March 31, 2025
- - 3.37 37.76 4.57 12.34 8.75 66.79
Balance as at June 30, 2025
- - 3.29 38.41 4.43 11.87 8.52 66.52
* Lease-hold land with Karnataka Industrial Area
Development Board (KIADB).
7. Right-of-use assets (Amount in ₹ million)
Gross block Land Buildings Total
Balance as at April 01, 2022 1,200.78 1,123.80
2,324.58
Additions 49.98 45.40
95.38
Less: Disposals - -
-
Balance as at April 01, 2023 1,250.76 1,169.20
2,419.96
Additions 3.97 3.59
7.56
Less: Disposals - -
-
Balance as at April 01, 2024 1,254.73 1,172.79
2,427.52
Additions - 96.78
96.78
Less: Disposals 1,254.73 1,135.78
2,390.51
Balance as at April 01, 2025 - 133.79
133.79
Additions - -
-
Less: Disposals - -
-
Balance as at June 30, 2025 - 133.79
133.79
The right-of-use assets includes the amount INR 96.76 million is leased from holding company, Pedanta Technologies Private Limited.
Accumulated depreciation
Balance as at April 01, 2022 152.70 147.89
300.59
Depreciation for the year 44.01 47.39
91.40
Less: Disposals - -
-
Balance as at April 01, 2023 196.71 195.28
391.99
Depreciation for the year 45.40 48.66
94.06
Less: Disposals - -
-
Balance as at April 01, 2024 242.11 243.94
293486.05
Depreciation for the year 7.33 31.63
38.96
Less: Disposals 249.44 226.42
475.86
Balance as at April 01, 2025 - 49.15
49.15
Depreciation for the year - 6.96
6.96
Less: Disposals - -
-
Balance as at June 30, 2025 - 56.11
56.11
The accumulated depreciation includes the amount INR 22.55 million is leased from holding company, Pedanta Technologies Private
Limited.
Net block
Balance as at March 31, 2023 1,054.05 973.92
2,027.97
Balance as at March 31, 2024 1,012.62 928.85
1,941.47
Balance as at March 31, 2025 - 84.64
84.64
Balance as at June 30, 2025 - 77.68
77.68
The net block of right-of-use assets includes the amount INR 74.22 million is leased from holding company, Pedanta Technologies
Private Limited.
T he break-up of current and non-current lease liabilities is as follows:
(Amount in ₹ million)
As at As at As at As at
Particulars
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Non-current lease liabilities 56.17 62.77 7.31
16.25
Current lease liabilities 23.29 22.64 8.94
8.01
79.46 85.41 16.25
24.26
The movement in lease liabilities is as follows:
(Amount in ₹ million)
As at As at As at As at
Particulars
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Balance at the beginning 85.41 16.26 24.27
30.55
Additions - 89.07 -
-
Finance cost accrued during the
2.37 9.49 2.34
period 3.18
294Deletions - - -
-
Payment of lease liabilities (8.32) (29.41) (10.35)
(9.46)
Translation difference - - -
-
Balance at the end 79.46 85.41 16.26
24.27
The lease liabilities includes the amount INR 74.55 million is leased from holding company, Pedanta Technologies Private Limited.
8. Goodwill and other intangible
assets
(Amount in ₹ million)
Goodwill on
Customer related Other computer
Particulars Total business
software products software
combination
Gross block:
Balance as at April 01, 2022 1,839.63 6.73 1,846.36
60.97
Additions 238.83 - 238.83
-
Less: Disposals - - -
-
Balance as at April 01, 2023 2,078.46 6.73 2,085.19
60.97
Additions 133.51 - 133.51
-
Less: Disposals - - -
-
Balance as at April 01, 2024 2,211.97 6.73 2,218.70
60.97
Additions 137.08 - 137.08
124.18
Less: Disposals 152.82 6.73 159.55
-
Balance as at April 01, 2025 2,196.23 - 2,196.23
185.15
Additions - - -
-
Less: Disposals - - -
-
Balance as at June 30, 2025 2,196.23 - 2,196.23
185.15
Accumulated amortisation /
impairment:
Balance as at April 01, 2022 780.29 6.45 786.74
60.97
Amortisation 153.88 0.17 154.05
-
Impairment - - -
-
Less: Disposals - - -
-
Balance as at April 01, 2023 934.17 6.62 940.79
60.97
295Amortisation 165.24 0.09 165.33
-
Impairment - - -
-
Less: Disposals - - -
-
Balance as at April 01, 2024 1,099.41 6.71 1,106.12
60.97
Amortisation 178.14 - 178.14
-
Impairment - - -
-
Less: Disposals
152.82 6.71 159.53 -
Balance as at April 01, 2025 1,124.73 - 1,124.73
60.97
Amortisation 47.85 - 47.85
-
Impairment - - -
-
Less: Disposals - - -
-
Balance as at June 30, 2025 1,172.58 - 1,172.58
60.97
Net block
Balance as at March 31, 2023 1,144.29 0.11 1,144.40
-
Balance as at March 31, 2024 1,112.56 0.02 1,112.58
-
Balance as at March 31, 2025 1,071.50 - 1,071.50 124.18
Balance as at June 30, 2025 1,023.65 - 1,023.65 124.18
9. Intangible assets under development
(Amount in ₹ million)
Intangible
assets under
development
Balance as at April 01, 2022 130.07
-
Additions
Less:
Capitalised 130.07
Balance as at April 01, 2023 -
133.51
Additions
Less: 133.51
Capitalised
Balance as at April 01, 2024
-
-
Additions
Less: -
Capitalised
296Balance as at April 01, 2025
-
36.25
Additions
Less: -
Capitalised
Balance as at June 30, 2025
36.25
Ageing of intangible assets under development as on June 30, 2025 is as below:
(Amount in ₹ million)
Intangible Amount in CWIP for a period of
assets under Total
Less than More than 3
development 1-2 years 2-3 years
1 year years
Projects in
progress 36.25 - - - 36.25
Total
36.25 - - - 36.25
Ageing of intangible assets under development as on March 31, 2025 is as below:
Amount in CWIP for a period of
Particulars Total
Less than More than 3
1-2 years 2-3 years
1 year years
Projects in
progress - - - - -
Total
- - - - -
Ageing of intangible assets under development as on March 31, 2024 is as below:
Amount in CWIP for a period of
Particulars Total
Less than More than 3
1-2 years 2-3 years
1 year years
Projects in
progress - - - - -
Total
- - - - -
Ageing of intangible assets under development as on March 31, 2023 is as below:
Amount in CWIP for a period of
Particulars Total
Less than More than 3
1-2 years 2-3 years
1 year years
Projects in
progress - - - - -
Total
- - - - -
29710 . Investments - non current
(Amount in ₹ million)
As at As at As at As at
Name of the company
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Investments in equity
instruments (unquoted) fully
paid up:
Examic Edtech Private Limited
- - - 0.02
(2,400 shares @ INR 10 per
share)
Add: Share in profit/(loss) after
tax of Examic Edtech Private - - - (0.02)
Limited
Total - - - -
Note: Investment in Examic Edtech Private Limited was disinvested on March 29, 2024
11 . Other financial assets - non current
(Amount in ₹ million)
As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Security deposits 15.93 16.05 147.64 132.55
15.93 16.05 147.64 132.55
Security deposit includes the amount INR 11.14 million (in FY 2024-25 INR 10.83 million, in FY 2023-24 INR 142.96 million
and in FY 2022-23 INR 127.88 million) relating to lease deposit paid to holding company, Pedanta Technologies Private Limited
on lease of land and building.
12 . Income tax assets - non current
(Amount in ₹ million)
As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Income tax refund
receivable for:
- FY 2012-13 1.16 1.16 1.16 1.16
- FY 2013-14 2.38 2.38 2.38 2.38
- FY 2014-15 0.79 0.79 0.79 0.79
- FY 2015-16 7.81 7.81 7.81 7.81
- FY 2016-17 0.36 0.36 0.36 0.36
- FY 2019-20 3.99 3.99 3.99 3.99
16.49 16.49 16.49 16.49
29813 . Other non-current assets
(Amount in ₹ million)
As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Capital advances
103.90 3.90 - -
103.90 3.90 - -
14 Trade receivables (Unsecured)
(Amount in ₹ million)
As at As at As at As at
June 30, March 31, March 31, March 31,
2025 2025 2024 2023
Billed
Trade receivables considered good 187.71
344.09 285.57 395.60
Trade receivables credit impaired - -
- 0.43
187.71
344.09 285.57 396.03
Less: Allowance for expected credit loss -
- - 0.43
187.71
344.09 285.57 395.60
Notes:
Trade receivables from the related parties are
disclosed in note 34
The Company's exposure to credit risk, currency risk and loss allowance related to trade
receivables are disclosed in note 35
Ageing of trade receivables as on June 30, 2025 is as below:
(Amount in ₹ million)
Outstanding for following periods from due date of payment
Particulars Total
Less than 6 6 months - More than 3
1-2 years 2-3 years
months 1year years
(i) Undisputed - considered 183.05 4.66 - - - 187.71
good
(ii) Undisputed - considered - - - - - -
doubtful
(iii) Disputed - considered - - - - - -
good
(iv) Disputed - considered - - - - - -
doubtful
Total 183.05 4.66
- - - 187.71
Less: Allowance for bad and doubtful trade -
receivables billed
299187.71
348.80
Trade receivables – unbilled
536.51
Ageing of trade receivables as on March 31, 2025 is as below:
(Amount in ₹ million)
Outstanding for following periods from due date of payment
Particulars Total
Less than 6 months - More than 3
1-2 years 2-3 years
6 months 1 year years
(i) Undisputed - considered 339.86 4.23 - - - 344.09
good
(ii) Undisputed - considered - - - - - -
doubtful
(iii) Disputed - considered - - - - - -
good
(iv) Disputed - considered - - - - - -
doubtful
339.86 4.23 - - - 344.09
Total
Less: Allowance for bad and doubtful trade
receivables billed -
344.09
Trade receivables - unbilled
167.03
511.12
Ageing of trade receivables as on March 31, 2024 is as below:
(Amount in ₹ million)
Outstanding for following periods from due date of payment
Particulars Total
Less than 6 months - More than 3
1-2 years 2-3 years
6 months 1 year years
(i) Undisputed - considered 285.21 0.36 - - - 285.57
good
(ii) Undisputed - considered - - - - - -
doubtful
(iii) Disputed - considered - - - - - -
good
(iv) Disputed - considered - - - - - -
doubtful
285.21 0.36 - - - 285.57
Total
Less: Allowance for bad and doubtful trade
-
receivables billed
285.57
Trade receivables - unbilled 182.20
467.77
300Ageing of trade receivables as on March 31, 2023 is as below:
(Amount in ₹ million)
Outstanding for following periods from due date of payment
Particulars Total
Less than 6 months - More than 3
1-2 years 2-3 years
6 months 1 year years
(i) Undisputed - considered
312.78 5.77 0.77 24.78 0.56 344.66
good
(ii) Undisputed - considered
- - 51.37 - - 51.37
doubtful
(iii) Disputed - considered
- - - - - -
good
(iv) Disputed - considered
- - - - - -
doubtful
Total 312.78 5.77 52.14 24.78 0.56 396.03
Less: Allowance for bad and doubtful trade
0.43
receivables billed
395.60
Trade receivables – unbilled 61.00
456.60
15 Cash and cash equivalents
(Amount in ₹ million)
As at
As at As at As at
March 31,
June 30, 2025 March 31, 2024 March 31, 2023
2025
Balances with banks
a)
- in current accounts 66.12 84.10 48.07 165.84
66.12 84.10 48.07 165.84
16 Bank balances other than cash and cash equivalents
(Amount in ₹ million)
As at
As at As at As at
March 31,
June 30, 2025 March 31, 2024 March 31, 2023
2025
Balances with banks
a)
- Fixed deposit* 2,412.77 2,443.40 0.36 0.34
- Margin money deposit against guarantees 0.37 0.38 0.36 0.34
2,413.14 2,443.78 0.72 0.68
301* Out of the total fixed deposits with banks amounting INR 2,412.77 million, an amount of INR 1,650.00 million has been
liened in favor of the non-convertable debentures issued by the holding company Pedanta Technologies Private Limited.
Consequently, these amounts are not available for use by the Company untill the lien is released.
* As on Jun 30, 2025 and March 31, 2025, the fixed deposits with ICICI bank for INR 200.08 million at 7.25% rate of interest
for a tenure of twelve months, and fixed deposits with Axis bank for INR 2,050.00 million at 7.25% rate of interest for a
tenure of twelve months.
17 Loans
(Amount in ₹ million)
As at
As at As at As at
March 31,
June 30, 2025 March 31, 2024 March 31, 2023
2025
Employee advances 34.65 33.11 0.68 2.00
34.65 33.11 0.68 2.00
18 Other current assets
(Amount in ₹ million)
As at
Advances other than capital As at
March 31,
As at As at
advances June 30, 2025 March 31, 2024 March 31, 2023
2025
a)
Advance to creditors 3.74 2.86 2.04 2.98
b) Balance with goods and service tax authorities 155.52 139.24 83.75 55.75
c) Prepaid expenses 32.35 31.13 46.43 39.03
d) Prepaid IPO expenses* 76.79 75.98 8.59 -
e) Other current assets - 0.01 - -
f) Job Growth Scheme Receivable - - - 0.37
268.40 249.22 140.81 98.13
*The company has incurred expenses that are directly attributable to the proposed Initial Public Offering (“IPO”). The company
expects to recover certain amounts from its selling shareholder and the balance amount would be adjusted against securities
premium account in accordance with Section 52 of The Companies Act, 2013 upon the shares being issued.
19 Equity share capital
(Amount in ₹ million)
As at
As at As at As at
March 31,
June 30, 2025 March 31, 2024 March 31, 2023
2025
Authorised
15,00,00,000 (in FY 2024-25 - 15,00,00,000 ,
in FY 2023-24 - 30,00,000 and in FY 2022-23 1,500.00 1,500.00 30.00 30.00
- 30,00,000) equity shares of INR 10/- each
1,500.00 1,500.00 30.00 30.00
302Issued, subscribed and fully paid up
10,00,84,164 (in FY 2024-25 - 10,00,84,164 ,
in FY 2023-24 - 15,95,962 and in FY 2022-23
1,000.84 1,000.84 15.96 15.94
- 15,93,642) equity shares of INR 10/- each
fully paid up
1,000.84 1,000.84 15.96 15.94
a. Reconciliation of number of shares outstanding at the beginning and at the end of the year:
(Amount in ₹ million)
As at As at
June 30, 2025 March 31, 2025
Particulars
Number of Number of
Amount Amount
shares shares
Equity Shares
Opening balance 10,00,84,164 1,000.84 15,95,962 15.96
Add: Shares
issued on exercise
- - 44,762 0.45
of employee stock
options
Add: Shares
issued through - - 9,84,43,440 984.43
bonus
At the end of the year 10,00,84,164 1,000.84 10,00,84,164 1,000.84
As at As at
March 31, 2024 March 31, 2023
Particulars
Number of Number of
Amount Amount
shares shares
Equity Shares
Opening balance 15,93,642 15.94 15,93,642 15.94
Add: Shares
issued on exercise
2,320 0.02 - -
of employee stock
options
Add: Shares
issued through - - - -
bonus
At the end of the year
15,95,962 15.96 15,93,642 15.94
b. Rights, preferences and restrictions
attached to equity shares:
The company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share
in the company’s residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting
rights of an equity shareholder are in proportion to its share of the paid-up equity capital of the Company. On winding up of the
Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution
of all preferential amounts in proportion to the number of equity shares held.
303c. Equity shares held by holding company:
(Amount in ₹ million)
As at As at
June 30, 2025 March 31, 2025
Name of the
share holders Number of % of Number of % of
shares Holding shares Holding
Pedanta Technologies Private
Limited 4,31,52,376 43.12% 4,31,52,376 43.12%
As at As at
March 31, 2024 March 31, 2023
Name of the
share holders Number of Number of % of
% of Holding
shares shares Holding
Pedanta Technologies Private
Limited 7,07,416 0.71% 7,07,416 0.71%
d. Particulars of equity share holders holding more than 5% of the total number of equity share capital:
As at As at
June 30, 2025 March 31, 2025
Name of the
share holders Number of % of Number of % of
shares Holding shares Holding
Mr. Dhananjaya Sudhanva
i 3,88,43,702 38.81% 3,88,43,702 38.81%
Mrs. Lajwanti Sudhanva
ii 1,17,56,225 11.75% 1,17,56,225 11.75%
Pedanta Technologies Private
iii Limited 4,31,52,376 43.12% 4,31,52,376 43.12%
As at As at
March 31, 2024 March 31, 2023
Name of the
share holders Number of % of Number of % of
shares Holding shares Holding
Mr. Dhananjaya Sudhanva
i 6,36,782 39.90% 5,23,035 32.82%
Mrs. Lajwanti Sudhanva
ii 12.08% 1,92,725 12.09%
1,92,725
Pedanta Technologies Private
iii Limited 7,07,416 44.33% 7,07,416 44.39%
Late Mr. M. H. Dhananjaya
iv - 0.00% 1,28,747 8.08%
304e. Shares reserved for issued under options:
(Amount in ₹ million)
As at As at
June 30, 2025 March 31, 2025
Particulars
Number of Number of
Amount Amount
shares shares
Shares reserved
for issued under
- - - -
ESOP
As at As at
March 31, 2024 March 31, 2023
Particulars
Number of Number of
Amount Amount
shares shares
Shares reserved
for issued under
44,762 0.45 5,820 0.06
ESOP
f. Equity shares movement during five years preceding the period June 30, 2025:
The Company has increased authorised capital from INR 30 million divided into 3 million equity shares of INR 10/- each to
a) INR 1,500 million divided into 150 million equity shares of INR 10/- each vide board resolution dated October 30, 2024 and
shareholders resolutions in the extra ordinary general meeting dated October 31, 2024.
The board of directors at its meeting held on October 30, 2024, pursuant to section 63 and other applicable provisions, if any,
of the companies act, 2013 and rules made thereunder, proposed that a sum of INR 984.43 million be capitalized as bonus equity
shares out of general reserves INR 138.68 million, share premium account INR 120.85 million and retained earnings INR 724.91
b)
million, and distributed amongst the equity shareholders by issue of 9,84,43,440 equity shares of INR 10/- each credited as fully
paid to the equity shareholders in the proportion of 60 (in words: sixty) equity share for every 1 (in words: one) equity share. It
has been approved in the meeting of shareholders held on October 31, 2024. The board of directors of the Company has allotted
bonus equity shares to the shareholders of the Company in the board meeting held on December 02, 2024.
g. The details of the shares held by promoters as at June 30, 2025 are as follows:
Number of % of total % change
Particulars
shares shares during the year
Mr. Dhananjaya Sudhanva 3,88,43,702 38.81% 0.00%
Mrs. Lajwanti Sudhanva 1,17,56,225 11.75% 0.00%
Mrs. Shruthi Sudhanva
4,57,500 0.46% 0.00%
Pedanta Technologies Private
4,31,52,376 43.12% 0.00%
Limited
The details of the shares held by promoters as at March 31, 2025 are as follows:
Number of % of total % change
Particulars
shares shares during the year
Mr. Dhananjaya Sudhanva 3,88,43,702 38.81% (2.73%)
Mrs. Lajwanti Sudhanva 1,17,56,225 11.75% (2.73%)
305Mrs. Shruthi Sudhanva
4,57,500 0.46% (2.74%)
Pedanta Technologies Private
4,31,52,376 43.12% (2.73%)
Limited
The details of the shares held by promoters as at March 31, 2024 are as follows:
Number of % of total % change
Particulars
shares shares during the year
Mr. Dhananjaya Sudhanva 6,36,782 39.90% 21.57%
Mrs. Lajwanti Sudhanva 1,92,725 12.08% (0.15%)
Mrs. Shruthi Sudhanva
7,500 0.47% 0.00%
Pedanta Technologies Private
7,07,416 44.33% (0.15%)
Limited
The details of the shares held by promoters as at March 31,
2023 are as follows:
Number of % of total % change
Particulars
shares shares during the year
Mr. Dhananjaya Sudhanva 5,23,035 32.82% 0.00%
Mrs. Lajwanti Sudhanva 1,92,725 12.09% 0.03%
Pedanta Technologies Private
7,07,416 44.39% (0.00%)
Limited
20 Borrowings - non current
(Amount in ₹ million)
As at
As at As at As at
March 31,
June 30, 2025 March 31, 2024 March 31, 2023
2025
Term loans -
secured
a) Loans repayable on demand
Term loans from
- - 488.14 635.30
banks
For FY 2022-23 and FY 2023-24 :- (USD
9.48 million equivalent INR 779.13 million
borrowed on March 31, 2023, Rate of interest
6.95%, Repayable in August, 2028).
Term loans (FCTL) from Axis Bank
Limited are secured by:
Primary security: Hypothecation of entire
current assets and movable fixed assets of the
company both present and future.
Secondary collateral: Exclusive charge on
equitable mortgage of land and building and
personal guarantee of Mr Sudhanva D,
Managing Director and corporate guarantee of
Pedanta Technologies Private Limited.
No default in repayment of instalment.
306- - 488.14 635.30
21 Provisions - non current
(Amount in ₹ million)
As at
Provision for employee As at As at As at
March 31,
benefits June 30, 2025 March 31, 2024 March 31, 2023
2025
a) Compensatory absences 38.44 31.99 28.43 24.17
b) Gratuity fund plan liabilities 171.64 154.33 127.78 109.39
210.08 186.32 156.21 133.56
22 Borrowings - current
(Amount in ₹ million)
As at
As at As at As at
March 31,
June 30, 2025 March 31, 2024 March 31, 2023
2025
Secured loans
Loans repayable on demand
a)
from banks
- Working capital
378.16 265.89 133.19 401.78
limit
For FY 2024-25 and for period ending June
30, 2025: Working capital loans from Axis
Bank Limited are secured by:
Primary security: 110% FD Lien marked to
Axis Bank Limited to be obtained on
proportionate basis.
No default in repayment of instalment.
Working capital loans from ICICI Bank
Limited are secured by:
Primary security: 100% FD Lien marked to
ICICI Bank Limited to be obtained on
proportionate basis.
No default in repayment of instalment.
For FY 2022-23 and FY 2023-24: Working
capital loans from Axis Bank Limited are
secured by:
Primary security: Hypothecation of entire
current assets and movable fixed assets of the
company both present and future.
Secondary collateral: Exclusive charge on
equitable mortgage of land and building and
personal guarantee of Mr Sudhanva D,
Managing Director and corporate guarantee of
Pedanta Technologies Private Limited.
No default in repayment of instalment.
Current maturities of long-
b) term borrowings
- from Banks - - 145.92 143.84
378.16 265.89 279.11 545.62
30723 Trade payables
(Amount in ₹ million)
As
As at
As at at
As at March
March 31, Marc
June 30, 2025 31,
2024 h 31,
2025
2023
Total outstanding dues of micro enterprises and small enterprises 0.08 0.92 3.69 3.41
Total outstanding dues of creditors other than micro enterprises and
58.61 103.98 97.22 45.75
small enterprises
58.69 104.90 100.91 49.16
Notes:
Information about the Company's exposure to foreign currency risk and liquidity risk is
disclosed in note 35
Ageing of trade payables as on June 30, 2025 is as below:
(Amount in ₹ million)
Outstanding for following periods from due date of payment
Particulars Total
Less than 1 2-3 More than 3
Accrued expenses 1-2 years
year years years
(i) MSME* - 0.08 - - - 0.08
(ii) Others - 15.78 - - -
15.78
(iii) Disputed dues -
- - - - - -
MSME
(iv) Disputed dues - Others - - - - - -
(v) Accrued expenses 42.83 - - - -
42.83
Total 42.83 15.86 - - -
58.69
Ageing of trade payables as on March 31, 2025 is as below:
(Amount in ₹ million)
Outstanding for following periods from due date of payment
Particulars Total
Less than 1 2-3 More than 3
Accrued expenses 1-2 years
year years years
(i) MSME* - 0.92 - - - 0.92
(ii) Others - 51.15 - - - 51.15
(iii) Disputed dues -
- - - - - -
MSME
(iv) Disputed dues - Others - - - - - -
(v) Accrued expenses 52.83 - - - - 52.83
104.9
Total 52.83 52.07 - - -
0
308Ageing of trade payables as on March 31, 2024 is as below:
(Amount in ₹ million)
Outstanding for following periods from due date of payment
Particulars Total
Less than 1 2-3 More than 3
Accrued expenses 1-2 years
year years years
(i) MSME* - 3.69 - - - 3.69
(ii) Others - 44.67 0.07 - - 44.74
(iii) Disputed dues -
- - - - - -
MSME
(iv) Disputed dues - Others - - - - - -
(v) Accrued expenses 52.48 - - - - 52.48
100.9
Total 52.48 48.36 0.07 - -
1
Ageing of trade payables as on March 31, 2023 is as below:
(Amount in ₹ million)
Outstanding for following periods from due date of payment
Particulars Total
Less than 1 2-3 More than 3
Accrued expenses 1-2 years
year years years
(i) MSME* - 3.41 - - - 3.41
(ii) Others - 33.78 (1.18) - 0.66 33.26
(iii) Disputed dues -
- - - - - -
MSME
(iv) Disputed dues - Others - - - - - -
(v) Accrued expenses 12.49 - - - - 12.49
Total 12.49 37.19 (1.18) - 0.66 49.16
* MSME as per Micro Small and Medium Enterprises Development Act, 2006
There are no interest due on outstanding dues to micro, small and medium enterprises as on June 30, 2025, March 31, 2025,
March 31, 2024 and March 31, 2023 and during the year the amount was paid to micro, small and medium enterprises with in
the appointed date.
24 Other current liabilities
(Amount in ₹ million)
As at As at As at As at
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
a Revenue received in advance 28.17 76.81 41.33 23.15
b Statutory dues 36.65 69.93 40.80 52.80
c Employee benefits payable 130.23 84.80 69.25 66.55
195.05 231.54 151.38 142.50
25 Provisions – current
309(Amount in ₹ million)
As at As at As at As at
Provision for employee benefits
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
a Compensatory absences 12.28 10.56 9.87 9.15
b Gratuity fund plan liabilities 32.68 29.20 26.54 26.04
44.96 39.76 36.41 35.19
26 Revenue from operations
(Amount in ₹ million)
Period ended Year ended Year ended Year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
a Software sales and services
280.65 1,299.23 909.80 1,091.21
- Sale of services
276.53 1,033.68 1,073.17 859.83
- Sale of software products
557.18 2,332.91 1,982.97 1,951.04
27 Other income
(Amount in ₹ million)
Period ended Year ended Year ended Year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
a Interest income 43.20 141.73 17.48 19.77
b Miscellaneous income 0.21 0.93 0.28 2.24
c Rental income - 1.05 6.23 6.41
d Profit on sale of fixed assets - 0.41 - 0.04
Gain on sale / redemption of
e - - - 0.23
mutual funds (net)
f Gain or Loss - Lease Termination - 10.97 - -
g Exchange gain 2.17 - - -
45.58 155.09 23.99 28.69
28 Employee benefit expenses
(Amount in ₹ million)
Period ended Year ended Year ended Year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
a Salaries, wages and bonus 311.05 1,099.84 932.54 861.28
Share based payments to
b - 3.80 71.52 -
employees
310Contribution to provident and other
c 11.00 42.40 34.34 29.00
funds
d Gratuity* 7.19 23.34 22.02 18.48
e Staff welfare expenses 10.05 27.79 21.72 21.37
339.29 1,197.17 1,082.14 930.13
*Note: Gratuity pertaining to the acquisition of subsidiary Enhanzed Education Private Limited of Rs. 1.15 million has been
reversed for the year ended March 31, 2025.
29 Finance costs
(Amount in ₹ million)
Period ended Year ended Year ended Year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
a Interest expenses
7.82 37.86 92.90 102.46
Exchange loss (attributable to
b
finance costs) 1.36 7.84 7.75 32.61
9.18 45.70 100.65 135.07
30 Other expenses
(Amount in ₹ million)
Period ended Year ended Year ended Year ended
June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Software development and license
a 42.77 148.09 126.66 115.20
charges
Service rendered by business
b 17.13 69.42 31.44 47.54
associates and others
Information and communication
c 1.51 3.89 3.39 3.76
expenses
Travelling and conveyance
d 9.42 35.26 34.57 34.72
expenses
e Rent 0.67 5.94 5.27 1.57
f) Legal and professional fees 20.75 54.26 25.48 19.50
g Payment to auditors
Statutory audit 0.70 3.11 8.25 0.65
Other services 0.04 0.15 0.15 0.15
h Repairs and maintenance 3.94 16.29 10.85 12.48
i Electricity and water expenses 1.48 5.16 5.08 5.28
j Recruitment and training expenses 5.69 0.98 1.27 2.42
k Printing and stationary 0.10 0.56 0.38 0.71
l Insurance 0.05 1.57 0.65 0.84
311m Rates and taxes 0.44 3.85 3.79 5.65
n Business promotion expenses 8.94 24.90 13.23 13.09
o Directors fee 0.88 1.08 - -
p Allowance for expected credit loss - - - 0.43
q Bad debts written off - 0.39 51.62 -
r Exchange loss - 5.29 6.90 65.31
Corporate social responsibility
s - 7.02 3.00 2.27
(CSR) *
t Loss on disposal of assets - 0.60 - -
u Other expenses 1.61 15.36 19.12 7.55
116.12 403.17 351.10 339.12
31 Earnings per equity share
(Amount in ₹ million)
Period
Year ended Year ended Year ended
ended
March 31, March 31, March 31,
Jun 30,
2025 2024 2023
2025
60.09 346.91 127.53 224.14
Restated profit for the year attributable to equity
shareholders
10,00,84,164 16,30,300 15,93,674 15,93,642
Weighted average number of equity shares outstanding
- 9,84,43,440 9,84,43,440 9,84,43,440
Impact of bonus issue
Weighted average number of equity shares post bonus 10,00,84,164 10,00,73,740 10,00,37,114 10,00,37,082
used as denominator in calculating Basic Earnings Per
Share
Effect of dilution:
- 10,424 44,902 3,510
Share options
10,00,84,164 10,00,84,164 10,00,82,016 10,00,40,592
Weighted average number of shares outstanding for
diluted earnings per share
10.00 10.00 10.00 10.00
Paid up value per share
0.60 3.47 1.27 2.24
Earnings per share basic
0.60 3.47 1.27 2.24
Earnings per share diluted
32 Disclosures as per IND AS 19 "Employee benefits"
a) Defined Contribution Plan
312Contribution to defined contribution plan are recognized as expense for the
year are as under:
(Amount in ₹ million)
Period Year
Year ended
ended Year ended ended
March 31,
Jun 30, March 31, 2024 March
2025
2025 31, 2023
9.29 36.32 29.73 25.15
Employer’s contribution to provident and pension funds
b) Defined benefit plan - unfunded
The employees’ gratuity fund scheme and leave encashment are defined benefit plans. The Present value of obligation is
d etermined based on actuarial valuation using the projected unit credit method.
Reconciliation of opening and closing balances of defined benefit
1
obligation (Amount in ₹ million)
Period Year
Year ended
ended Year ended ended
March 31,
Jun 30, March 31, 2024 March
2025
2025 31, 2023
183.56 154.33 135.44 117.19
Defined benefit obligation at beginning of the year
4.40 14.34 13.02 11.26
Current service cost
2.79 10.16 9.00 7.22
Interest cost
14.21 9.70 4.74 5.69
Actuarial (gain)/ loss
(0.61) (4.97) (7.87) (5.92)
Benefits paid
204.35 183.56 154.33 135.44
Defined benefit obligation at end of the year
2 Reconciliation of opening and closing balance of fair value of plan assets
(Amount in ₹ million)
Period Year
Year ended
ended Year ended ended
March 31,
Jun 30, March 31, 2024 March
2025
2025 31, 2023
- - - -
Fair value of plan assets at beginning of the year
- - - -
Expected return on plan assets
0.61 4.97 7.87 5.92
Employer contribution
(0.61) (4.97) (7.87) (5.92)
Benefits paid
- - - -
Actuarial gain/(loss)
- - - -
Fair value of plan assets at year end
Reconciliation of fair value of assets and obligations
- - - -
Fair value of plan assets
204.35 183.56 154.33 135.44
Present value of obligation
204.35 183.56 154.33 135.44
Amount recognized in balance sheet under liabilities
3133 Expense recognized during the year (under Note 28: Employee benefit expenses in the statement of profit and loss)
(Amount in ₹ million)
Period Year
Year ended
ended Year ended ended
March 31,
Jun 30, March 31, 2024 March
2025
2025 31, 2023
In income statement
4.40 14.34 13.02 11.26
Current service cost
2.79 10.16 9.00 7.22
Interest cost
- - - -
Expected return on plan assets
In other comprehensive income
14.21 9.70 4.74 5.69
Actuarial (gain)/ loss
21.40 34.20 26.76 24.17
Net cost
Period Year
Year ended
ended Year ended ended
Actuarial assumptions March 31,
Jun 30, March 31, 2024 March
2025
2025 31, 2023
Indian Indian Indian
Assured Assured Indian Assured Assured
Mortality table Lives (2012- Lives (2012- Lives (2012-14) Lives
14) (Ult 14) (Ult (Ult table) (2006 -08)
table) table) (Ultimate)
Discount rate (per annum) 6.30% 6.60% 7.20% 7.35%
Expected rate of return on plan assets (per annum) 7.00% 7.00% 7.00% 7.00%
The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion
and other relevant factors including supply and demand in the employment market.
c) Sensitivity analysis
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase
and employee turnover. The sensitivity analysis below, has been determined based on possible effect of changes of an assumption
o ccurring at end of the reporting period , while holding all other assumptions constant.
Period ended Year ended
Particulars Jun 30, 2025 March 31, 2025
Decrease Increase Decrease Increase
Change in discounting rate (delta effect of +/- 0.5%) 211.04 197.98 189.50 177.90
Change in rate of salary increase (delta effect of +/- 0.5%) 199.62 209.07 179.22 187.88
Year ended Year ended
Particulars
March 31, 2024 March 31, 2023
314Decrease Increase Decrease Increase
Change in discounting rate (delta effect of +/- 0.5%) 149.67 157.96 131.40 138.66
Change in rate of salary increase (delta effect of +/- 0.5%) 159.23 150.69 139.70 132.24
These plans typically expose the Company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.
Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined
by reference to market yields at the end of the reporting period on government bonds.
Interest risk: A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an
increase in the return on the plan assets.
Longevity risk: The present value of the defined benefit plan liability is calculated by reference to the best estimate of the
mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants
will increase the plan’s liability.
Salary risk: The present value of the defined plan liability is calculated by reference to the future salaries of plan participants.
As such, an increase in the salary of the plan participants will increase the plan’s liability.
33 . Segment reporting
(Amount in ₹ million)
As per IND AS 108 on" Operating segments ", segment information has been
provided:
Revenue for the year/period ended March 31,
Geographic segments
Jun-25 2025 2024 2023
India 49.19 190.98 174.13 144.92
190.98 174.13 144.92 135.96
North America
338.18 1,414.97 1,090.98 1,234.66
1,414.97 1,090.98 1,234.66 1,007.67
Europe and UK 136.69 517.47 399.11 312.66
517.47 399.11 312.66 244.08
Asia other than India 28.13 189.28 300.11 241.48
189.28 300.11 241.48 167.34
Australia 4.99 20.21 18.64 17.32
20.21 18.64 17.32 23.45
557.18 2,332.91 1,982.97 1,951.04
Total
Previous year figures are in italic 2,332.91 1,982.97 1,951.04 1,578.50
315Segment debtors as at March 31,
Geographic segments
Jun-25 2025 2024 2023
India 49.41 52.52 62.95 64.65
52.52 62.95 64.65 18.27
North America 58.47 137.49 123.22 123.97
137.49 123.22 123.97 84.17
Europe and UK 39.19 108.82 36.66 34.19
108.82 36.66 34.19 82.86
Asia other than India 35.54 44.52 62.26 172.30
44.52 62.26 172.30 165.95
Australia 5.09 0.74 0.47 0.49
0.74 0.47 0.49 4.39
Total
187.70 344.09 285.56 395.60
Previous year figures are in italic 344.09 285.56 395.60 355.64
34 . Related party transaction
a) Relationship between the parent and its subsidiaries
Name of the
Relationship Country
related party
Holding Company Pedanta
Technologies India
Private Limited
Subsidiary Companies Excelsoft
(Direct holding) Technologies Singapore
Pte Ltd
Freedom to
UK
Learn Limited
Excelsoft Technologies Limited
UK
(formerly known as Meteor Online Learning Limited)
Enhanzed
Education India
Private Limited
Excelsoft
Technologies USA
Inc
Examic Edtech
Associate Company India
Private Limited
Enterprises in which KMP are having Excel Education
control and E-learning India
Trust
316Excel Empathy
India
Foundation
Excel Edukate
India
Trust
Messier 4
India
Private Limited*
TIE Mysuru
India
Association
Desiadda
Craftsworks India
LLP
Nishlaj
India
Consultants
List of Key Management Personnel
b )
Key Management Personnel (KMP) Late Mr. M. H. Former Chairman and Executive
Dhananjaya Director
Mr. Dhananjaya Chairman and Managing
Sudhanva Director
Mrs. Shruthi Whole-time Director (w.e.f 01-
Sudhanva Nov-2024)
Chief
Mr. Ravi
Financial
Subramaniam
Officer
Mr. Venkatesh Company
Dayananda Secretary
Directors Non-
Mrs. Lajwanti
Executive
Sudhanva
Director
Mr. Non-
Colin Executive
Hughes Director
Mr. Shiv kumar
Independent
pundaleeka
Director
Divate
Mr. Arun Kumar bangarpet Independent
Venkataramanappa Director
Mrs. Desiraju Independent
Srilakshmi Director
Mr. Doreswamy Independent
Palaniswamy Director
Relatives of KMP Mrs. Shruthi
Sudhanva
Mr.
Adarsh
M S
317c) Transactions with the related parties
(Amount in ₹ million)
Period Year
Year ended
Related party ended Year ended ended
Transaction March 31,
name Jun 30, March 31, 2024 March
2025
2025 31, 2023
Sales: Excel Education
Software service and learning solutions and E-learning - 42.18 50.48 26.01
Trust
Excelsoft
Technologies 19.66 75.56 128.46 175.10
Pte Ltd
Excelsoft
Technologies 34.52 211.75 172.65 170.37
Inc
Enhanzed
Education 4.57 4.57 - 0.57
Private Limited
Rental income Excel Education
and E-Learning - 1.05 6.23 5.93
Trust
Enhanzed
Education - - - 0.48
Private Limited
Period Year
Year ended
Related party ended Year ended ended
Transaction March 31,
name Jun 30, March 31, 2024 March
2025
2025 31, 2023
Remuneration Late Mr. M. H.
Dhananjaya - - 6.53 5.40
Mr. Dhananjaya
Sudhanva 6.00 24.00 24.02 23.98
Mrs. Shruthi
Sudhanva 0.90 2.91 2.39 1.62
Mr. Ravi
Subramaniam 2.37 3.15 - -
Mr. Venkatesh
Dayananda 1.15 4.58 0.38 -
Mr.
Adarsh 0.86 3.44 3.77 2.96
M S
Share based payments to employees
Mr. Venkatesh - 0.33 - -
Dayananda
Directors Sitting Fee Mr. Arun Kumar
bangarpet 0.15 0.23 - -
Venkataramanap
pa
Mr.
Colin 0.15 0.15 - -
Hughes
Mrs. Desiraju
Srilakshmi 0.13 0.15 - -
Mr. Doreswamy
Palaniswamy 0.15 0.18 - -
318Mrs. Lajwanti
Sudhanva 0.13 0.15 - -
Mr. Shiv kumar
pundaleeka 0.18 0.23 - -
Divate
Sale of Property, plant and equipment Excel Education
and E-learning - 4.07 - -
Trust
Reimbursement of marketing and order Excelsoft
securing expenses Technologies 10.25 17.45 20.02 19.70
Pte Ltd
Excelsoft
Technologies 21.44 80.13 48.71 20.24
Inc
Excelsoft
Technologies 6.99 4.90 - -
Limited
(formerly known
as Meteor
Online Learning
Limited)
Purchase of Property, plant and Enhanzed
equipment Education - 0.67 - -
Private Limited
Software Purchase and License Fee Enhanzed
Education - 5.17 - -
Private Limited
Service rendered by business associates
and others - Enhanzed - 3.59 7.00 10.28
Outsourcing charges Education
Private Limited
Rental expenses Late Mr. M. H.
Dhananjaya - - 0.25 0.34
Pedanta
Technologies 3.76 19.08 - -
Private Limited
Mr. Dhananjaya
Sudhanva 0.19 0.71 0.40 0.34
Business promotion expenses TIE Mysuru
Association - 1.03 - 1.00
Desiadda
Craftsworks 0.01 1.16 - -
LLP
Staff welfare expenses Messier 4
Private Limited* - 0.96 - -
Desiadda
Craftsworks - 0.54 - -
LLP
Corporate social responsibility expenses
Excel Empathy - 4.50 3.00 2.00
Foundation
Professional consultancy fee Mr.
Colin 1.20 3.84 3.15 5.40
Hughes
Travel and others Mr.
Colin 0.76 1.68 1.03 1.39
Hughes
319Mr. Venkatesh
Dayananda - 0.04 - -
Mr.
Adarsh - 1.18 1.32 1.36
M S
Period Year
Year ended
Related party ended Year ended ended
Transaction March 31,
name Jun 30, March 31, 2024 March
2025
2025 31, 2023
Reimbursement of expenses Mr. Venkatesh
Dayananda - 0.15 - -
Mr. Dhananjaya
Sudhanva - 0.01 - 0.02
Mr.
Adarsh 2.30 0.02 - -
M S
Mr. Ravi
Subramaniam - 0.02 - -
TIE Mysuru
Donations
Association - 1.10 0.10 -
Marketing expenses Desiadda
Craftsworks - 0.36 1.24 2.09
LLP
Lease deposit paid Pedanta
Technologies - 3.98 21.49 114.12
Private Limited
Lease deposit received Pedanta
Technologies - 2,473.62 - -
Private Limited
Lease Liability Notional Interest Pedanta
Technologies 2.18 10.98 - -
Private Limited
Rental deposit paid Pedanta
Technologies - 17.12 - -
Private Limited
Sale of property, plant and equipment
Pedanta
- 240.01 - -
Technologies
Private Limited
Salary advance paid Mr. Dhananjaya
Sudhanva - 2.25 4.00 -
Mr. Venkatesh
Dayananda - 2.30 - -
Mr. Ravi
Subramaniam - 3.18 - -
Salary advance repaid Mr. Dhananjaya
Sudhanva - 2.25 4.00 -
Mr. Ravi
Subramaniam - 0.20 - -
Examic Edtech
Disinvestment
Private Limited - - 0.02 -
Purchase of equity shares of Enhanzed
Mr. Dhananjaya
Education Private Limited - 91.60 - -
Sudhanva
Mr.
Adarsh - 22.90 - -
M S
Advance paid Nishlaj
320Consultants - - 0.30 -
d) The details of amount due to or due from related parties (Amount in ₹ million)
As at As at As at
Related party As at
Particulars Jun 30, March 31, March
name March 31, 2024
2025 2025 31, 2023
Pedanta
Lease deposit Technologies 5.99 6.30 303.73 282.24
Private Limited
Pedanta
Lease Liability Technologies 74.55 78.09 - -
Private Limited
Salary advance Mr. Venkatesh
Dayananda 2.30 2.30 - -
Mr. Ravi
Subramaniam 2.98 2.98 - -
Trade receivables – Billed Excel Education
and E-learning 17.36 17.36 37.26 31.28
Trust
Excelsoft
Technologies 19.91 22.93 60.29 173.63
Pte Ltd
Excelsoft
Technologies 46.28 58.77 40.36 34.92
Inc
Enhanzed
Education 5.39 - - -
Private Limited
Desiadda
Craftsworks - - - 0.40
LLP
Trade receivables – Unbilled Excelsoft
Technologies 16.29 17.96 21.41 -
Pte Ltd
Excelsoft
Technologies 40.97 29.79 11.70 -
Inc
Enhanzed
Education - 4.57 - -
Private Limited
Freedom to
Loans - credit impaired - 2.43 2.43 2.43
Learn Limited
As at As at As at
Related party As at
Particulars Jun 30, March 31, March
name March 31, 2024
2025 2025 31, 2023
Enhanzed
Reimbursement receivable against 0.05 0.15 - -
Education
statutory payments
Private Limited
Messier 4
Advance to creditors
Private Limited* - - 0.25 -
Expenses payable Enhanzed
Education - 0.05 - -
Private Limited
321Excelsoft
Technologies - 0.65 - -
Limited
(formerly known
as Meteor
Online Learning
Limited)
Freedom to
Learn Limited - 0.76 1.39 -
Trade payables Enhanzed
Education 0.06 - 0.14 1.89
Private Limited
Excelsoft
Technologies 10.17 17.52 4.39 19.73
Pte Ltd
Excelsoft
Technologies 65.55 44.25 49.04 34.57
Inc
Excelsoft
Technologies 6.33 0.56 - -
Limited
(formerly known
as Meteor
Online Learning
Limited)
Pedanta
Technologies - 6.38 - -
Private Limited
Desiadda Crafts
Works LLP - 0.33 0.12 -
Unearned revenue Excelsoft
Technologies 1.92 5.32 - -
Inc
Excelsoft
Technologies 0.23 0.49 - -
Pte Ltd
Note: The company has executed Corporate Guarantee on May 06, 2024 in favour of Vistra ITCL (India) Limited on behalf of
the holding company Pedanta Technologies Private Limited towards obtaining Non-Convertible Debentures INR 3,000.00
million.
* Mr. Dhananjaya Sudhanva was the common shareholder in Messier 4 Private Limited. Mr. Dhananjaya Sudhanva's holding in
Messier 4 Private Limited was divested on November 05, 2024.
*Note: The Company Secretary, Mr. Venkatesh D, was appointed on March 01, 2024, hence the remuneration mentioned INR
4.58 million is for the period 01-Apr-2024 to 31-Mar-2025 and INR 0.38 million is for the month March 2024. Hence, payments
made before the Company Secretary becoming Key Managerial Personnel is not disclosed.
*Note: The Chief Financial Officer, Mr. Ravi Subramaniam, was appointed on 02-Dec-2024, hence the remuneration mentioned
INR 3.15 million is for the period 02-Dec-2024 to 31-Mar-2025. Hence, payments made before the Chief Financial Officer
becoming Key Managerial Personnel is not disclosed.
322e) Additional information pursuant to para 2 of general instructions for the preparation of consolidated financial
statements
As at Jun 30, 2025
Net Assets Share in profit or loss
Name of the entity as % of as % of (Amount
(Amount in
consolidate consolidated in ₹
₹ million)
d net assets profit or loss million)
96.66% 3,633.69 94.73% 56.92
Excelsoft Technologies Limited
0.29% 11.09 0.85% 0.51
Enhanzed Education Private Limited
Foreign Subsidiaries
1.93% 72.62 1.81% 1.09
Excelsoft Technologies Inc
1.29% 48.36 1.11% 0.67
Excelsoft Technologies Pte Ltd
Excelsoft Technologies Limited (formerly -0.17% (6.27) 1.50% 0.90
known as Meteor Online Learning
Limited)
0.00% - 0.00% -
Freedom to Learn Limited
100.00% 3,759.49 100.00% 60.09
Total
As at March 31, 2025
Net Assets Share in profit or loss
Name of the entity as % of as % of (Amount
(Amount in
consolidate consolidated in ₹
₹ million)
d net assets profit or loss million)
96.11% 3,568.95 97.81% 339.29
Excelsoft Technologies Limited
0.27% 9.86 0.62% 2.15
Enhanzed Education Private Limited
Foreign Subsidiaries
2.45% 90.82 1.08% 3.75
Excelsoft Technologies Inc
1.18% 43.72 0.42% 1.47
Excelsoft Technologies Pte Ltd
0.00% (0.18) 0.06% 0.21
Excelsoft Technologies Limited, UK (formerly known as
Meteor Online Learning Limited, UK)
(0.01)% (0.27) 0.01% 0.04
Freedom to Learn Limited
100.00% 3,712.90 100.00% 346.91
Total
As at March 31, 2024
323Net Assets Share in profit or loss
Name of the entity as % of as % of (Amount
(Amount in
consolidate consolidated in ₹
₹ million)
d net assets profit or loss million)
96.10% 2,857.03 94.64% 120.70
Excelsoft Technologies Limited
Foreign Subsidiaries
1.28% 38.10 2.40% 3.06
Excelsoft Technologies Inc
2.62% 77.96 3.07% 3.91
Excelsoft Technologies Pte Ltd
0.00% (0.03) 0.00% -
Excelsoft Technologies Limited, UK (formerly known as
Meteor Online Learning Limited, UK)
0.00% (0.03) (0.11)% (0.14)
Freedom to Learn Limited
100.00% 2,973.03 100.00% 127.53
Total
As at March 31, 2023
Net Assets Share in profit or loss
Name of the entity as % of as % of (Amount
(Amount in
consolidate consolidated in ₹
₹ million)
d net assets profit or loss million)
98.00% 2,725.10 96.67% 216.68
Excelsoft Technologies Limited
Foreign Subsidiaries
1.55% 43.11 2.01% 4.51
Excelsoft Technologies Inc
0.53% 14.87 1.32% 2.95
Excelsoft Technologies Pte Ltd
(0.02)% (0.62) 0.00% -
Excelsoft Technologies Limited, UK (formerly known as
Meteor Online Learning Limited, UK)
(0.06)% (1.69) 0.00% -
Freedom to Learn Limited
100.00% 2,780.77 100.00% 224.14
Total
35 . Financial risk management objectives and policies
The entity’s principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these financial
liabilities is to finance the entity’s operations to support its operations. The entity’s principal financial assets include trade and
other receivables, rental and bank deposits and cash and cash equivalents that are derived directly from its operations.
The entity is exposed to market risk/credit and liquidity risks. The entity’s senior management oversee the management of these
risks. The board reviews their activities. No significant derivative activities have been undertaken so far.
Market risk
324Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises three types of risks: interest rate risk, currency risk and other price risk, such as equity price risk
and commodity risk. Financial instruments affected by market risk include deposits, FVTOCI investments and derivative
financial instruments.
The sensitivity analysis in the following sections relate to the positions as at June 30, 2025, March 31, 2025, March 31, 2024 and
March 31, 2023.
The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement
obligations; provisions; and the non-financial assets and liabilities of foreign operations.
The following assumption has been made in calculating sensitivity analysis.
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on
the financial assets and financial liabilities held at Jun 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023 including
the effect of hedge accounting.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign
exchange rates. The company’s exposure to the risk of changes in foreign exchange rates relates primarily to the some of the
vendor payments and customer receivables.
The foreign currency exposures that have not been hedged by any derivative instrument or otherwise as on Jun 30, 2025, March
31, 2025, March 31, 2024 and March 31st, 2023 are as under:
(Amount in ₹ million)
As at As at
Jun 30, 2025 March 31, 2025
Particulars
FCY Amount ₹ FCY Amount ₹
Assets (Receivables)
0.78 66.45 1.82 155.99
USD
0.33 38.08 0.94 104.30
GBP
0.09 4.78 0.01 0.74
AUD
0.23 15.11 0.34 21.61
SGD
- - 0.10 2.33
AED
0.01 1.11 0.05 4.52
EUR
- - 0.11 2.08
MYR
0.56 12.77 - -
SAR
Liabilities (Payables)
2.63 224.56 2.77 237.12
USD
0.05 5.91 0.01 0.59
GBP
- 0.17 0.03 1.83
SGD
0.01 1.20 - -
EUR
- 0.04 - -
MYR
(Amount in ₹ million)
325As at As at
March 31, 2024 March 31, 2023
Particulars
FCY Amount ₹ FCY Amount ₹
Assets (Receivables)
1.54 128.33 1.59 130.60
USD
0.35 36.25 0.30 30.82
GBP
0.01 0.47 0.01 0.49
AUD
0.78 48.08 2.67 164.76
SGD
0.01 0.30 0.02 0.38
AED
0.01 0.42 0.04 3.37
EUR
0.47 8.21 0.03 0.54
MYR
Liabilities (Payables)
9.25 770.49 14.22 1,168.27
USD
0.03 3.01 0.00 0.23
GBP
0.01 0.51 0.03 2.01
SGD
36 . Employee stock-option scheme
ESOS 2008 (the 2008 Plan):
The Company formulated employee stock option plan "ESOS 2008" in April 2009 which covers employees of the Company
including its wholly owned subsidiary. The scheme was approved by the board of directors of the Company on February 24,
2009 and administered by it. As per the scheme, based on the eligible criteria, as decided by the board from time to time, employee
shall be granted stock option entitling one equity share of Rs 10 for each option in the Company's equity share capital.
EXCELSOFT ESOS 2023 (the 2023 Plan):
The Company formulated employee stock option plan "EXCELSOFT ESOS 2023" in April 2023 which covers employees of the
Company including its wholly owned subsidiary. The scheme was approved by the board of directors of the Company on April
20, 2023 and administered by it. As per the scheme, based on the eligible criteria, as decided by the board from time to time,
employee shall be granted stock option entitling one equity share of Rs 10 for each option in the Company's equity share capital.
The options shall be granted in tranches vesting over the period subject to time and performance linked conditions at different
exercised price to different tranches. The details of the scheme as given below:
The following is the summary of grants during the period ended Jun 30, 2025 and year ended March 31, 2025, March 31, 2024
and March 31, 2023:
Particulars 2008 Plan
326Period
Year ended March 31,
ended
Jun-25 2025 2024 2023
Key Management Personnel (KMP) - - - -
Employees other than KMP - - - -
Total Grants - - - -
2023 Plan
Period
Particulars Year ended March 31,
ended
Jun-25 2025 2024 2023
Key Management Personnel (KMP) - - - -
Employees other than KMP - - 41,262 -
Total Grants - - 41,262 -
The break-up of employee stock compensation expense is as follows:
(Amount in ₹ million)
Period Year ended March 31,
Particulars ended
Jun-25 2025 2024 2023
Granted to:
Key Management Personnel (KMP) - - - -
Employees other than KMP - 3.80 71.52 -
Total - 3.80 71.52 -
The activity in the 2008 and 2023 Plan for equity-settled share based payment transactions during the period ended Jun 30, 2025
and year ended March 31, 2025, March 31, 2024 and March 31, 2023 is set out as follows:
Period ended Year ended
Jun 30, 2025 March 31, 2025
Particulars Weighted Weighted
Shares
average Shares arising average
arising out
exercise out of options exercise
of options
price (₹) price (₹)
2008 Plan:
Outstanding at the beginning - - 3,500 50.00
Granted - - - -
Exercised - - 3,500 50.00
327Forfeited and expired - - - -
Outstanding at the end - - - -
Exercisable at the end - - - -
Year ended Year ended
March 31, 2024 March 31, 2023
Particulars Weighted Weighted
Shares
average Shares arising average
arising out
exercise out of options exercise
of options
price (₹) price (₹)
2008 Plan:
Outstanding at the beginning 5,820 50.00 5,820 50.00
Granted - - - -
Exercised 2,320 50.00 - -
Forfeited and expired - - - -
Outstanding at the end 3,500 50.00 5,820 50.00
Exercisable at the end 3,500 50.00 5,820 50.00
Period ended Year ended
Jun 30, 2025 March 31, 2025
Particulars Weighted Weighted
Shares
average Shares arising average
arising out
exercise out of options exercise
of options
price (₹) price (₹)
2023 Plan:
Outstanding at the beginning - - 41,262 50.00
Granted - - - -
Exercised - - 41,262 50.00
Forfeited and expired - - - -
Outstanding at the end - - - -
Exercisable at the end - - - -
328Year ended Year ended
March 31, 2024 March 31, 2023
Particulars Weighted Weighted
Shares
average Shares arising average
arising out
exercise out of options exercise
of options
price (₹) price (₹)
2023 Plan:
Outstanding at the beginning - - - -
Granted 41,262 50.00 - -
Exercised - - - -
Forfeited and expired - - - -
Outstanding at the end 41,262 50.00 - -
Exercisable at the end 41,262 50.00 - -
The weighted average share price of option exercised is set out as follows:
2008 Plan
Period
Particulars Year ended March 31,
ended
Jun-25 2025 2024 2023
Weighted average share price of options
- - - -
exercised
2023 Plan
Period
Particulars Year ended March 31,
ended
Jun-25 2025 2024 2023
Weighted average share price of options
- - 50.00 -
exercised
The summary of information about equity ESOPs outstanding as at June 30, 2025 is as follows:
No. of Weighted Weighted
shares average average
Plan Grant Price
arising out remaining exercise
of options contractual life price (₹)
2008 plan 50.00 - NA -
2023 plan 50.00 - NA -
329The summary of information about equity ESOPs outstanding as at March 31, 2025 is as follows:
No. of Weighted Weighted
shares average average
Plan Grant Price
arising out remaining exercise
of options contractual life price (₹)
2008 plan 50.00 - NA -
2023 plan 50.00 - NA -
The summary of information about equity ESOPs outstanding as at March 31, 2024 is as follows:
No. of Weighted Weighted
shares average average
Plan Grant Price
arising out remaining exercise
of options contractual life price (₹)
2008 plan 50.00 3,500 NA 50.00
2023 plan 50.00 41,262 20 days 50.00
The summary of information about equity ESOPs outstanding as at March 31, 2023 is as follows:
No. of Weighted Weighted
shares average average
Plan Grant Price
arising out remaining exercise
of options contractual life price (₹)
2008 plan 50.00 5,820 NA 50.00
Contingent liabilities (to the extent of which not
37 . (Amount in ₹ million)
provided for)
As at As at As at
As at
Particulars Jun 30, March 31, March
March 31, 2024
2025 2025 31, 2023
Bank guarantee 0.37 0.38 0.36 0.34
Corporate guarantee given in respect of NCD's issued by
3,000.00 3,000.00 - -
Pedanta Technologies Private Limited.
Claims against the Company, not acknowledged as debts* 33.95 33.95 - -
As at Jun 30, 2025, claims against the Company not acknowledged as debts in respect of income tax matters amounted to INR
31.21 million.
*The claims against the Company primarily represent demands arising on completion of assessment proceedings under the
Income-tax Act, 1961. These claims are on account of issues of disallowance of bad-debts, provision for bad-debts, PF/ESI
disallowances, non-payment of GST under RCM, irregular claim of ITC, irregular availment of transitional credit by wrongly
availing input tax credit on food bills. These matters are pending before various tax authorities and the Management including
its tax advisors expect that its position will likely be upheld on ultimate resolution and will not have a material adverse effect on
the Company financial position and results of operations.
33038 . (i) Income taxes
The income tax expense consist of following: (Amount in ₹ million)
As at As at As at
As at
Particulars Jun 30, March 31, March
March 31, 2024
2025 2025 31, 2023
Current tax
25.55 197.84 60.43 78.39
Tax on the profit
25.55 197.84 60.43 78.39
Total current tax expense (a)
Deferred tax
Attributable to -
(7.78) 50.70 (4.82) (0.70)
Origination and reversal of temporary differences
(7.78) 50.70 (4.82) (0.70)
Total deferred tax expense (b)
17.77 248.54 55.61 77.69
Total tax expense (a+b)
The deferred tax relates to origination/reversal of temporary differences.
(ii) Deferred tax
Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets and liabilities are recognised for
deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount,
except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is
not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.
Deferred income tax assets are recognised to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the
years in which the temporary differences are expected to be received or settled.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant
entity intends to settle its current tax assets and liabilities on a net basis.
Deferred tax assets include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in India, to the extent it would
be available for set off against future current income tax liability. Accordingly, MAT is recognised as deferred tax asset in the
balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset
will be realised.
(Amount in ₹ million)
As at As at As at
As at
Particulars Jun 30, March 31, March
March 31, 2024
2025 2025 31, 2023
Deferred tax assets
3.04 3.03 - -
- Excess of depreciation/ amortisation on property, plant and
equipment under depreciation/amortisation provided in
accounts over income tax law.
51.43 48.64 40.03 35.50
- Provision for gratuity
12.77 10.71 9.64 8.40
- Provision for leave encashment
3310.09 0.09 0.09 0.10
- Others
20.00 21.50 543.44 546.80
- Lease liabilities
- - - 15.30
- Investment impairment
- - - 0.60
- Provision for doubtful debts and advances
87.33 83.97 593.20 606.70
Total (A)
As at As at As at
As at
Particulars Jun 30, March 31, March
March 31, 2024
2025 2025 31, 2023
Deferred tax liabilities
- - 34.16 39.50
- Excess of depreciation/ amortisation on property, plant and
equipment under income tax law over
depreciation/amortisation provided in accounts
117.09 119.77 120.38 114.40
- Excess of depreciation/ amortisation on intangible assets
under income tax law over depreciation/amortisation provided
in accounts
19.55 21.30 447.55 467.70
- Right to use assets
136.64 141.07 602.09 621.60
Total (B)
(49.31) (57.10) (8.89) (14.90)
Net deferred tax assets / (liabilities) (A-B)
39 . Business combinations
On July 31, 2024, the Company completed the acquisition of Enhanzed Education Private Limited by acquiring 100% stake from
the shareholders of Enhanzed Education Private Limited. The acquisition will provide an opportunity to the company to exploit
the Enhanzed Education Private Limited's products, services and customer base to increase the revenue by utilising the company's
sales / marketing strength.
Fair value of identifiable assets acquired, and liabilities assumed as on the date of acquisition is as below:
(Amount in ₹ million)
Fair
Particulars
Value
1.76
Trade receivables
2.19
Cash and cash equivalents
Bank balances other than cash and cash equivalents
0.56
Property, plant and equipment
0.71
0.63
Other current assets
Other financial assets - non current
0.20
2.64
Income tax assets (net)
0.05
Deferred tax liabilities (net)
(1.80)
Trade payables
(2.26)
Other current liabilities
332(1.65)
Provisions
3.03
Fair value of identifiable assets
124.18
Goodwill arising on acquisition
127.21
Total purchase consideration paid by cash
40 . Corporate social responsibility (CSR) (Amount in ₹ million)
March, March,
Particulars Jun-25 March, 2024
2025 2023
7.14 5.13 4.85 3.04
Two percent of average net profit of the Company as per
Section 135(5) of the Act
7.14 5.13 4.85 3.04
Prescribed CSR expenditure (2% of average net profits as
above)
- 7.02 3.00 2.27
Total amount spent for the year ending March 2025, March,
2024 and March, 2023
(7.14) 1.89 (1.85) (0.77)
Excess/(short) amount spent for the financial year
Amount excess/(short) spent from previous year carried 2.16 0.27 2.12 2.89
forward
(4.98) 2.16 0.27 2.12
Amount available for set off in succeeding financial years/
(to be spent for the financial year)
41 . All figures have been rounded-off to million except earnings per share. Appropriate regroupings have been made in the Restated
Balance Sheet, Restated Statement of Profit & Loss and Restated Statement of Cashflows, wherever required, by reclassification
of the corresponding items of income, expenses, assets, liabilities and cashflows, in order to bring them in line with the accounting
policies and classification as per Ind AS financial information of the Company for the period ended Jun 30, 2025 and years
ended March 31, 2025, March 31, 2024 and March 31, 2023 prepared in accordance with Schedule III of Companies Act, 2013,
requirements of Ind AS 1 and other applicable IND AS principles and the requirements of the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.
.
42 Trade Payables under MSME Development Act, 2006
Based on the information available as identified by the Company there are certain vendors who have confirmed that they are
covered under the Micro, Small and Medium Enterprises Development Act, 2006. Disclosures relating to dues of Micro and
Small enterprises under section 22 of ‘The Micro, Small and Medium Enterprises Development Act, 2006", are given below:
(Amount in ₹ million)
As at As at As at
As at
Particulars Jun 30, March 31, March
March 31, 2024
2025 2025 31, 2023
a) The principal amount and the interest due thereon remaining
unpaid to any supplier as at the end of each accounting year
- Principal amount due to micro and small enterprises 0.08 0.92 3.69 3.41
- Interest due thereon - - - -
b) The amount of interest paid by the buyer under MSMED Act - - - -
2006 along with the amounts of the payment made to the
supplier beyond the appointed day during each accounting
year;
333c) The amount of interest due and payable for the period of - - - -
delay in making payment (which have been paid but beyond
the appointed day during the year) but without adding the
interest specified under the MSMED Act 2006.
d) The amount of interest accrued and remaining unpaid at the - - - -
end of accounting year; and
e) The amount of further interest remaining due and payable - - - -
even in the succeeding years, until such date when the interest
dues as above are actually paid to the small enterprise, for the
purpose of disallowance as a deductible expenditure under
section 23.
Statement of Adjustments to Audited Financial
43 .
Statements
Summarized below are the restatement adjustments made to statutory financial statements and special purpose financial
statements, as applicable for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and their impact on equity
and the profit/loss of the Company:
Part A: Statement of Adjustments
Reconciliation between audited equity and restated equity (Amount in ₹ million)
As at As at As at
As at
Particulars Jun 30, March 31, March
March 31, 2024
2025 2025 31, 2023
3,759.49 3,712.90 2,987.25 2,790.28
Total equity as per statutory financial statements and special
purpose financial statements, as applicable
Material restatement adjustments:
- - - -
(i) Audit qualifications
- - (14.22) (9.51)
(ii) Adjustments due to prior period items/other adjustment
- - - -
(iii) Change in accounting policies
- - (14.22) (9.51)
Total Impact of adjustments (i+ii+iii)
3,759.49 3,712.90 2,973.03 2,780.77
Total Equity as per Restated Financial Information
Reconciliation between audited profit /(loss) after tax and restated profit/ (loss) after tax
Period Year
Year ended
ended Year ended ended
Particulars March 31,
Jun 30, March 31, 2024 March
2025
2025 31, 2023
60.09 346.91 132.22 228.48
Profit after tax as per statutory financial statements and
special purpose financial statements, as applicable
Material restatement adjustments:
- - - -
(i) Audit qualifications
- - (4.69) (4.34)
(ii) Adjustments due to prior period items/other adjustment
- - - -
(iii) Change in accounting policies
334- - (4.69) (4.34)
Total Impact of adjustments (i+ii+iii)
60.09 346.91 127.53 224.14
Restated Profit after tax as per Restated Financial
Information
Note to adjustment:
i) Audit qualifications - There are no audit qualifications in auditor's report for the financial period ended June 30, 2025 and years
ended March 31, 2025, March 31, 2024 and March 31, 2023.
ii) Material regrouping/ reclassification - Appropriate regrouping/ reclassification have been made in the restated statement of
assets and liabilities, restated statement of profit and loss and restated statement of cash flows, wherever required, by
reclassification of corresponding items of income, expenses, assets, liabilities and cash flows, in order to bring them in line with
the accounting policies and classification as per the Audited Financial Statements for the year ended March 31, 2024, prepared
in accordance with Schedule- III (Division-II) of the Act, as amended, requirements of IND AS 1 - 'Preparation of financial
statements' and other applicable IND AS principles and the requirements of the Securities and Exchange Board of India (Issue
of Capital & Disclosure Requirements) Regulations, 2018, as amended.
Part B : Non Adjusting Items
a) Audit qualifications in auditor's report
There are no audit qualifications in auditor's report for the financial period ended June 30, 2025 and years ended March 31, 2025,
March 31, 2024 and March 31, 2023.
b) Other audit qualifications in auditor's report
There are no statements/comments included in the CARO on the financial statements of the Company for the period ended June
30, 2025 and years ended March 31, 2025, March 31, 2024 and March 31, 2023.
44 . Events occurred after Restated Statement of
Balance sheet date
The Company evaluated all events or transactions that occurred after June 30, 2025 up through October 26, 2025, the date the
financial information were authorized for issue by the Board of Directors. Based on this evaluation, the Company is not aware
of any events or transactions that would require recognition or disclosure in the financial information other than as below:
45 . Other Explanatory Information
a) Benami transactions act: No proceedings are initiated or pending against the company for holding any benami property under
the Benami Transactions (Prohibition) Act, 1988.
b) Charge details: There are no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory
period.
c) Borrowings from banks and financial institutions: The company has borrowed funds from banks and/or financial institutions
by providing current assets of the company as collateral security.
The company has used the borrowings from banks and/or financial institutions for the specific purpose for which it was
borrowed as at the balance sheet date.
The Company has filed monthly returns or statements with the banks in lieu of the sanctioned working capital facilities, which
are in agreement with the books of account other than those as set out below. The numbers set out below are presented in
quarterly basis.
335(Amount in ₹ million)
Amount as
Particulars Amount as per Reason for
Name of reported in the Amount of
Quarter of Securities books of material
bank quarterly return/ difference
Provided account discrepancy
statement
June 30, 2022
198.70 198.70 -
Trade
Receivables HDFC
September 30, 2022
and payables Bank 221.10 221.10 -
(net)
December 31, 2022
180.50 180.50 -
Trade Axis
March 31, 2023
Receivables Bank 392.80 392.80 -
June 30, 2023
397.60 397.60 -
September 30, 2023
Trade Axis 220.69 220.69 -
Receivables Bank
December 31, 2023
219.53 219.53 -
March 31, 2024
287.52 287.52 -
d) Undisclosed income: The Company does not have any transactions that are not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
e) Revaluation of plant, property and equipment: The Company has no plant, property or equipment that has been revalued
during the current year.
f) Wilful defaulter: The Company has not been declared wilful defaulter by any banks, financial institutions or any other lenders.
g) Relationship with struck off companies: The company has no transactions with companies that have been struck off under
section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
h) Scheme of arrangement: There are no scheme of arrangements that have been approved by the competent authority in terms
of sections 230 to 237 (corporate restructuring) of the companies act, 2013.
i) Crypto currency or virtual currency: The Company has not transacted or traded or invested in crypto currency or virtual
currency during the current year.
j) Dues under MSMED Act: As at Jun 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023 there are no dues to
micro and small enterprises more than 45 days. The information disclosure with regard to micro and small enterprises is based
on information collected by the management on enquiries made with the vendors which have been relied upon by the auditors.
k) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
l) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries) or
( b) provide any guarantee, security, or the like on behalf of the Ultimate Beneficiaries.
336m) Compliance with number of layers of companies: The Company has complied with the number of layers prescribed under
clause (87) of section 2 of the Act read with the Companies (Restriction on number of layers) Rules 2017.
This is the financial statements referred for and on behalf of the Board
to in my report of
even date
Shruthi
Dhananjaya Sudhanva
Sudhanva
Ramaswamy Whole-time
Chairman and Managing Director
Vijayanand Director
Chartered Accountant DIN: 00423641 DIN: 06426159
Membership No
202118
Ravi
Venkatesh Dayananda
Subramaniam
Company
Place: Mysore Chief Financial Officer
Secretary
Date: 26.10.2025 Membership No. F9904
337OTHER FINANCIAL INFORMATION
In accordance with Schedule VI, Part A (11)(I)(A)(ii)(b) of the SEBI ICDR Regulations, the audited financial information
of our Company for the three months period ended June 30, 2025 and for the Fiscal 2025, Fiscal 2024 and Fiscal 2023
(collectively, the “Restated Consolidated Financial Information”) is available on our website at www.excelsoftcorp.com.
Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI ICDR
Regulations. The Restated Consolidated Financial Information do not and will not constitute, (i) a part of the Draft Red
Herring Prospectus; (ii) the Red Herring Prospectus or (iii) this Prospectus, a statement in lieu of a prospectus, an offering
circular, an offering memorandum, an advertisement, an offer or a solicitation of any offer or an offer document or
recommendation or solicitation to purchase or sell any securities under the Companies Act, the SEBI ICDR Regulations,
or any other applicable law in India or elsewhere.
The Restated Consolidated Financial Information 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. Due caution is advised when accessing and placing reliance on any historic or other information
available in the public domain.
None of our Company or any of its advisors, nor the Selling Shareholder, nor BRLM nor any of their respective
employees, directors, shareholders, affiliates, agents or representatives accept any liability whatsoever for any loss, direct
or indirect, arising from any information presented or contained in the Restated Consolidated Financial Information, or
the opinions expressed therein.
The accounting ratios of our Company as required under Item 11 of Part A of Schedule VI of the SEBI ICDR Regulations
are given below:
(₹ in million except percentage and per share value)
Particulars For the three Fiscal 2025 Fiscal 2024 Fiscal 2023
months
period ended
June 30, 2025
Revenue from operations(1) 557.18 2,332.91 1,982.97 1,951.04
Total Equity (A) (2) 3,759.49 3,712.90 2,973.03 2,780.77
Restated Profit for the year (B) (3) 60.09 346.91 127.53 224.14
Return on Net worth (C) = (B / A) (%)(4) 1.60* 9.34 4.29 8.06
Restated Profit for the year (D) (3) 60.09 346.91 127.53 224.14
Weighted average no. of equity shares for 10,00,84,164 10,00,84,164 100,082,016 100,040,592
Basic and Diluted EPS (E) (5)
Basic & Diluted Earnings Per Share 0.60 3.47 1.27 2.24
(EPS) (F)= (D / E) (6)
Total Equity (G) (2) 3,759.49 3,712.90 2973.03 2780.77
Number of equity shares outstanding at the 10,00,84,164 10,00,84,164 100,082,016 100,040,592
end of the period / year, after adjustment of
bonus issue (H) (5)
Net Assets Value (NAV) per Share (I)= 37.56 37.10 29.71 27.80
(G / H) (7)
EBITDA(8) 101.77 732.57 549.73 681.79
EBITDA Margin (%)(9) 18.27 31.40 27.72 34.94
*Not Annualised
Note:
1. Revenue from operation means revenue from operating activities.
2. ‘Net Worth’ means the aggregate value of the paid-up share capital and all reserves created out of the profits and
securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value
of the accumulated losses, deferred expenditure and miscellaneous expenditure not written-off, as per the restated
balance sheet, but does not include reserves created out of revaluation of assets, capital reserve arising on
consolidation, capital redemption reserve, write-back of depreciation and amalgamation.
3. Restated Profit for the year / period does not include other comprehensive income;
4. Return on Net Worth (%) = Restated net profit after tax divided by the Net worth;
3385. Weighted average number of Equity Shares and potential Equity Shares outstanding during the year/period, as
adjusted for bonus issue;
6. Restated net Profit after tax, for the year or period, attributable to equity shareholders /Weighted average number of
Equity Shares outstanding during the year/period, as adjusted for bonus issue; and Diluted EPS (in ₹) = Restated net
profit after tax for the year or period, attributable to equity shareholders/Weighted average number of Equity Shares
and potential Equity Shares outstanding during the year/period, as adjusted for bonus issue.).
7. Net Asset Value per Equity Share means Net worth as at the end of the year divided by the number of Equity Shares
outstanding at the end of the year, as adjusted for bonus issue.
8. ‘EBITDA’ means profit before depreciation, finance cost, tax and amortization less other income;
9. EBITDA Margin is calculated as EBITDA divided by f Revenue from Operations;
For further details see chapter titled Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Key Performance Indicators” on page 348.
339RELATED PARTY TRANSACTIONS
The related party transactions, as per the requirements under applicable Indian Accounting Standards i.e. Ind AS24
‘Related Party Transactions’ and the as reported in the Restated Consolidated Financial Information for the three months
period ended June 30, 2025 and for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, are disclosed hereinbelow:
34 Related party transaction
Relationship between the parent and its subsidiaries
Relationship N ame of the related party Country
Holding Company P edanta Technologies Private Limited India
Subsidiary Companies Excelsoft Technologies Pte Ltd Singapore
(Direct holding) Freedom to Learn Limited UK
Excelsoft Technologies Limited
UK
(formerly known as Meteor Online Learning Limited)
Enhanzed Education Private Limited India
Excelsoft Technologies Inc USA
Associate Company Examic Edtech Private Limited India
Enterprises in which KMP are Excel Education and E-learning Trust India
having control Excel Empathy Foundation India
Excel Edukate Trust India
Messier 4 Private Limited* India
TIE Mysuru Association India
Desiadda Craftsworks LLP India
Nishlaj Consultants India
List of Key Management Personnel
Key Management Personnel (KMP) Former Chairman and Executive
Late Mr. M. H. Dhananjaya
D irector
M r. Dhananjaya Sudhanva C hairman and Managing Director
Whole-time Director (w.e.f 01-Nov-
Mrs. Shruthi Sudhanva
2024)
Mr. Ravi Subramaniam C hief Financial Officer
Mr. Venkatesh Dayananda Company Secretary
Directors Mrs. Lajwanti Sudhanva Non-Executive Director
Mr. Colin Hughes Non-Executive Director
Mr. Shivkumar Pundaleeka Divate Independent Director
Mr. Arun Kumar Bangarpet
Independent Director
Venkataramanappa
Mrs. Desiraju Srilakshmi Independent Director
Mr. Doreswamy Palaniswamy Independent Director
Relatives of KMP Mrs. Shruthi Sudhanva
Mr. Adarsh M S
Transactions with the related parties
Year ended
Period ended Year ended Year ended
March 31,
J une 30, 2025 M arch 31, 2025 M arch 31, 2024
2023
Amount % of Amount % of Amount % of Amou % of
Related party (in ₹ revenue (in ₹ revenue (in ₹ reven nt reve
T ransaction
n ame million) from million) from million) ue (in ₹ nue
Operati Operati from millio from
ons ons Oper n) Ope
ations ratio
ns
Sales: Excel Education - - 42.18 1.81 50.48 2.55 26.01 1.33
Software service and E-learning
and learning Trust
solutions Excelsoft 19.66 3.53 75.56 3.24 128.46 6.48 175.10 8.97
Technologies
340Pte Ltd
Excelsoft 34.52 6.20 211.75 9.08 172.65 8.71 170.37 8.73
Technologies
Inc
Enhanzed 4.57 0.82 4.57 0.20 - - 0.57 0.03
Education
Private Limited
Rental income Excel Education - 1.05 0.05 6.23 0.31 5.93 0.30
and E-Learning
Trust
Enhanzed - - - - - - 0.48 0.02
Education
Private Limited
Remuneration Late Mr. M. H. - - - - 6.53 0.33 5.40 0.28
Dhananjaya
Mr. Dhananjaya 6.00 1.08 24.00 1.03 24.02 1.21 23.98 1.23
Sudhanva
Mrs. Shruthi 0.90 0.16 2.91 0.12 2.39 0.12 1.62 0.08
Sudhanva
Mr. Ravi 2.37 0.43 3.15 0.14 - - - -
Subramaniam
Mr. Venkatesh 1.15 0.21 4.58 0.20 0.38 0.02 - -
Dayananda
Mr. Adarsh M S 0.86 0.15 3.44 0.15 3.77 0.19 2.96 0.15
Share based - - 0.33 0.01 - - - -
Mr. Venkatesh
payments to
Dayananda
employees
Directors Sitting Mr. Arun Kumar 0.15 0.03 0.23 0.01 - - - -
Fee Bangarpet
Venkataramanap
pa
Mr. Colin 0.15 0.03 0.15 0.01 - - - -
Hughes
Mrs. Desiraju 0.13 0.02 0.15 0.01 - - - -
Srilakshmi
Mr. Doreswamy 0.15 0.03 0.18 0.01 - - - -
Palaniswamy
Mrs. Lajwanti 0.13 0.02 0.15 0.01 - - - -
Sudhanva
Mr. Shivkumar 0.18 0.03 0.23 0.01 - - - -
Pundaleeka
Divate
Sale of Property, Excel Education - - 4.07 0.17 - - - -
plant and equipment and E-learning
Trust
Reimbursement of Excelsoft 10.25 1.84 17.45 0.75 20.02 1.01 19.70 1.01
marketing and order Technologies
securing expenses Pte Ltd
Excelsoft 21.44 3.85 80.13 3.43 48.71 2.46 20.24 1.04
Technologies
Inc
Excelsoft 6.99 1.25 4.90 0.21 - - - -
Technologies
Limited
(formerly known
as Meteor
Online Learning
Limited)
341Purchase of Enhanzed - - 0.67 0.03 - - - -
Property, plant and Education
equipment Private Limited
Software Purchase Enhanzed - - 5.17 0.22 - - - -
and License Fee Education
P rivate Limited
Service rendered by - - 3.59 0.15 7.00 0.35 10.28 0.53
Enhanzed
business associates
Education
and others -
Private Limited
Outsourcing charges
Rental expenses Late Mr. M. H. - - - - 0.25 0.01 0.34 0.02
Dhananjaya
Pedanta 3.76 0.67 19.08 0.82 - - - -
Technologies
Private Limited
Mr. Dhananjaya 0.19 0.03 0.71 0.03 0.40 0.02 0.34 0.02
Sudhanva
Business promotion TIE Mysuru - - 1.03 0.04 - - 1.00 0.05
expenses Association
Desiadda 0.01 - 1.16 0.05 - - - -
Craftsworks
LLP
Staff welfare Messier 4 - - 0.96 0.04 - - - -
expenses Private Limited*
Desiadda - - 0.54 0.02 - - - -
Craftsworks
LLP
Corporate social - - 4.50 0.19 3.00 0.15 2.00 0.10
Excel Empathy
responsibility
Foundation
expenses
Professional Mr. Colin 1.20 0.22 3.84 0.16 3.15 0.16 5.40 0.28
consultancy fee Hughes
Travel and others Mr. Colin 0.76 0.14 1.68 0.07 1.03 0.05 1.39 0.07
Hughes
Mr. Venkatesh - - 0.04 0.00 - - - -
Dayananda
Mr. Adarsh M S - - 1.18 0.05 1.32 0.07 1.36 0.07
Reimbursement of Mr. Venkatesh - - 0.15 0.01 - - - -
expenses Dayananda
Mr. Dhananjaya - - 0.01 0.00 - - 0.02
Sudhanva 0.00
2.30 0.41 0.02 0.00 - - - -
Mr. Adarsh M S
Mr. Ravi - - 0.02 0.00 - - - -
Subramaniam
TIE Mysuru - - 1.10 0.05 0.10 0.01 - -
Donations
Association
Marketing expenses Desiadda - - 0.36 0.02 1.24 0.06 2.09 0.11
Craftsworks
LLP
Lease deposit paid Pedanta - - 3.98 0.17 21.49 1.08 114.12 5.85
Technologies
Private Limited
Lease deposit Pedanta - - 2,473.62 106.03 - - - -
received Technologies
Private Limited
Lease Liability Pedanta 2.18 0.39 10.98 0.47 - - - -
Notional Interest Technologies
Private Limited
342Rental deposit paid Pedanta - - 17.12 0.73 - - - -
Technologies
Private Limited
Sale of property, Pedanta - - 240.01 10.29 - - - -
plant and equipment Technologies
Private Limited
Salary advance paid Mr. Dhananjaya - - 2.25 0.10 4.00 0.20 - -
Sudhanva
Mr. Venkatesh - - 2.30 0.10 - - - -
Dayananda
Mr. Ravi - - 3.18 0.14 - - - -
Subramaniam
Salary advance Mr. Dhananjaya - - 2.25 0.10 4.00 0.20 - -
repaid Sudhanva
Mr. Ravi - - 0.20 0.01 - - - -
Subramaniam
Examic Edtech - - - - 0.02 0.00 - -
Disinvestment
Private Limited
Purchase of equity Mr. Dhananjaya - - 91.60 3.93 - - - -
shares of Enhanzed Sudhanva
Education Private - - 22.90 0.98 - - - -
M r. Adarsh M S
Limited
Advance paid Nishlaj - - - - 0.30 0.02 - -
Consultants
The details of amount due to or due from related parties
As at As at As at As at
Related party June 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
P articulars
n ame Amount Amount Amount Amount
( in ₹ million) (in ₹ million) (in ₹ million) (in ₹ million)
Pedanta 5.99 6.30 303.73 282.24
Lease deposit Technologies
Private Limited
Pedanta 74.55 78.09 - -
Lease Liability Technologies
Private Limited
Salary advance Mr. Venkatesh 2.30 2.30 - -
Dayananda
Mr. Ravi 2.98 2.98 - -
Subramaniam
Trade receivables – Excel Education 17.36 17.36 37.26 31.28
Billed and E-learning
Trust
Excelsoft 19.91 22.93 60.29 173.63
Technologies Pte
Ltd
Excelsoft 46.28 58.77 40.36 34.92
Technologies Inc
Enhanzed 5.39 - - -
Education Private
Limited
Desiadda - - - 0.40
Craftsworks LLP
Trade receivables – Excelsoft 16.29 17.96 21.41 -
Unbilled Technologies Pte
Ltd
Excelsoft 40.97 29.79 11.70 -
Technologies Inc
Enhanzed - 4.57 - -
Education Private
343Limited
Loans - credit Freedom to Learn - 2.43 2.43 2.43
impaired Limited
Reimbursement Enhanzed 0.05 0.15 - -
receivable against Education Private
statutory payments Limited
Advance to Messier 4 Private - - 0.25 -
creditors Limited*
Expenses payable Enhanzed - 0.05 - -
Education Private
Limited
Excelsoft - 0.65 - -
Technologies
Limited (formerly
known as Meteor
Online Learning
Limited)
Freedom to Learn - 0.76 1.39 -
Limited
Trade payables Enhanzed 0.06 - 0.14 1.89
Education Private
Limited
Excelsoft 10.17 17.52 4.39 19.73
Technologies Pte
Ltd
Excelsoft 65.55 44.25 49.04 34.57
Technologies Inc
Excelsoft 6.33 0.56 - -
Technologies
Limited (formerly
known as Meteor
Online Learning
Limited)
Pedanta - 6.38 - -
Technologies
Private Limited
Desiadda Crafts - 0.33 0.12 -
Works LLP
Unearned revenue Excelsoft 1.92 5.32 - -
Technologies Inc
Excelsoft 0.23 0.49 - -
Technologies Pte
Ltd
Note: The company has executed Corporate Guarantee on May 06, 2024 in favour of Vistra ITCL (India) Limited on behalf of
the holding company Pedanta Technologies Private Limited towards obtaining Non-Convertible Debentures INR 3,000.00
million.
* Mr. Dhananjaya Sudhanva was the common shareholder in Messier 4 Private Limited. Mr. Dhananjaya Sudhanva's holding in
Messier 4 Private Limited was divested on November 05, 2024.
*Note: The Company Secretary, Mr. Venkatesh D, was appointed on March 01, 2024, hence the remuneration mentioned INR
4.58 million is for the period 01-Apr-2024 to 31-Mar-2025 and INR 0.38 million is for the month March 2024. Hence,
payments made before the Company Secretary becoming Key Managerial Personnel is not disclosed.
*Note: The Chief Financial Officer, Mr. Ravi Subramaniam, was appointed on 02-Dec-2024, hence the remuneration
mentioned INR 3.15 million is for the period 02-Dec-2024 to 31-Mar-2025. Hence, payments made before the Chief Financial
Officer becoming Key Managerial Personnel is not disclosed.
344Additional information pursuant to para 2 of general instructions for the preparation of consolidated financial statements
As at June 30, 2025 (Amount in ₹ million)
Name of the entity Net Assets Share in profit or loss
as % of as % of
consolidated net Amount consolidated Amount
assets profit or loss
Excelsoft Technologies Limited 96.66% 3,633.69 94.73% 56.92
Enhanzed Education Private Limited 0.29% 11.09 0.85% 0.51
Foreign Subsidiaries
Excelsoft Technologies Inc 1.93% 72.62 1.81% 1.09
Excelsoft Technologies Pte Ltd 1.29% 48.36 1.11% 0.67
Excelsoft Technologies Limited (formerly known as (0.17)% (6.27) 1.50% 0.90
Meteor Online Learning Limited)
Freedom to Learn Limited 0.00% - 0.00% -
Total 100.00% 3,759.49 100.00% 60.09
As at March 31, 2025 (Amount in ₹ million)
as % of as % of
Name of the entity consolidated net Amount consolidated Amount
assets profit or loss
Excelsoft Technologies Limited 96.11% 3,568.95 97.81% 339.29
Enhanzed Education Private Limited 0.27% 9.86 0.62% 2.15
Foreign Subsidiaries
Excelsoft Technologies Inc 2.45% 90.82 1.08% 3.75
Excelsoft Technologies Pte Ltd 1.18% 43.72 0.42% 1.47
Excelsoft Technologies Limited, UK (formerly known 0.00% (0.18) 0.06% 0.21
as Meteor Online Learning Limited, UK)
Freedom to Learn Limited (0.01)% (0.27) 0.01% 0.04
Total 100.00% 3,712.90 100.00% 346.91
As at March 31, 2024 (Amount in ₹ million)
Name of the entity Net Assets Share in profit or loss
as % of as % of
consolidated net Amount consolidated Amount
assets profit or loss
Excelsoft Technologies Limited 96.10% 2,857.03 94.64% 120.70
Foreign Subsidiaries
Excelsoft Technologies Inc 1.28% 38.10 2.40% 3.06
Excelsoft Technologies Pte Ltd 2.62% 77.96 3.07% 3.91
Excelsoft Technologies Limited, UK (formerly known 0.00% (0.03) 0.00% -
as Meteor Online Learning Limited, UK)
Freedom to Learn Limited 0.00% (0.03) (0.11)% (0.14)
Total 100.00% 2,973.03 100.00% 127.53
As at March 31, 2023 (Amount in ₹ million)
Name of the entity Net Assets Share in profit or loss
as % of as % of
consolidated net Amount consolidated Amount
assets profit or loss
Excelsoft Technologies Limited 98.00% 2,725.10 96.67% 216.68
Foreign Subsidiaries
Excelsoft Technologies Inc 1.55% 43.11 2.01% 4.51
Excelsoft Technologies Pte Ltd 0.53% 14.87 1.32% 2.95
Excelsoft Technologies Limited, UK (formerly known (0.02)% (0.62) 0.00% -
as Meteor Online Learning Limited, UK)
Freedom to Learn Limited (0.06)% (1.69) 0.00% -
Total 100.00% 2,780.77 100.00% 224.14
345MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion is intended to convey the management’s perspective on our financial condition and results of
operations for the three months period ended June 30, 2025 and for Fiscals 2025, 2024 and 2023 and should be read in
conjunction with “Financial Information” on page 272.
This Prospectus may include forward-looking statements that involve risks and uncertainties, and our actual financial
performance may materially vary from the conditions contemplated in such forward-looking statements as a result of
various factors, including those described below and elsewhere in this Prospectus. For further information, see “Forward
Looking Statements” on page 37. Also see “Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations - Principal Factors Affecting our Results of Operations and Financial Condition”
on pages 39 and 349, respectively, for a discussion of specific factors that may affect our business, financial condition or
results of operations.
Our Company’s Fiscal commences on April 1 and ends on March 31 of the immediately subsequent year, and references
to a particular Fiscal are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the
context otherwise requires, the financial information for the three months period ended June 30, 2025 and for Fiscals
2025, 2024 and 2023 included herein is derived from the Restated Consolidated Financial Information, included in this
Prospectus. For further information, see “Financial Information” on page 272.
Unless otherwise indicated, industry and market data used in this section has been derived from a report titled ‘Report
on the Global Assessment and Learning & Development Market’ dated October 24, 2025, prepared by Arizton Advisory
and Intelligence (“Arizton Report”) which is exclusively prepared for the purpose of the Offer and commissioned for an
agreed fee and paid for by our Company. The data included herein includes excerpts from the Arizton Report and may
have been re-arranged by us for the purposes of presentation. The Arizton Report forms part of the material documents
for inspection and will be available on the website of our Company at www.excelsoftcorp.com from the date of this
Prospectus until the Bid/Offer Closing Date. The Arizton Report was prepared on the basis of information as of specific
dates and opinions in the Arizton Report may be based on estimates, projections, forecasts and assumptions that may be
as of such dates. Arizton Advisory and Intelligence has prepared this study in an independent and objective manner, and
it has taken all reasonable care to ensure its accuracy and has further advised that it has taken due care and caution in
preparing the Arizton Report based on the information obtained by it from sources which it considers reliable. For more
information, see “Risk Factors – Specific sections of this Prospectus disclose information from an industry report
commissioned by us from Arizton Advisory and Intelligence, which is an independent third-party entity and is not related
to the Company, its Promoters or Directors in any manner whatsoever. Any reliance on such information for making an
investment decision in the Offer is subject to inherent risks.” on page 78. Also see, “Certain Conventions, Currency of
Presentation, Use of Financial, Information and Market Data” on page 34.
OVERVIEW
Our Company was incorporated as a private limited company under the provisions of the Companies Act, 1956 vide
certificate of incorporation issued by Registrar of Companies, Bangalore at Karnataka (“RoC”) on June 12, 2000, at
Mysore as “Excelsoft Technologies Private Limited”. Our business was started by our founders Late Prof.
Manchukondanahalli Hiriyanna Dhananjaya, Dhananjaya Sudhanva, Sukanya Dhananjaya, and Lajwanti Sudhanva with
an objective to be a global vertical SaaS company predominantly focused on the learning and assessment market and to
make learning easy, accessible, personalised/adaptable, and modern. Presently, the promoters of our Company are Pedanta
Technologies Private Limited, Dhananjaya Sudhanva, Lajwanti Sudhanva and Shruthi Sudhanva. Pursuant to a special
resolution passed by our shareholders on July 22, 2024, our Company was converted to a public limited company and our
name was changed to “Excelsoft Technologies Limited”. A fresh certificate of incorporation consequent to change of
name was issued by the RoC on September 17, 2024.
Our Company is a global vertical SaaS company focused on the learning and assessment market. With over two decades
of experience, we provide technology-based solutions across diverse learning and assessment segments through long-
term contracts with enterprise clients worldwide. Our platforms are cloud-based with open and industry standards-
compliant APIs, ensuring scalability across organizations and users. Security and performance are core to our product
offerings.
Our financial performance has steadily and consistently grown during the immediately preceding 3 Fiscals commensurate
with our operational and business growth. Set out below is a break up of our revenue from operations across our business
346segments:
(Amount in ₹ million)
Business For the three months Fiscal 2025 Fiscal 2024 Fiscal 2023
Segment period ended June 30,
2025
Revenue As a % of Revenue As a % of Revenue As a % of Revenue As a % of
from total from total from total from total
operations revenue operations revenue operations revenue operations revenue
from from from from
operations operations operations operations
Assessment 175.59 31.51 630.77 27.04 728.86 36.76 528.61 27.09
and
Proctoring
Solutions
Learning 62.82 11.27 300.27 12.87 341.87 17.24 331.22 16.98
and
Students
Success
Systems
Educational 286.74 51.46 1,271.04 54.48 850.57 42.89 994.68 50.98
Technology
Services
Learning 32.03 5.75 130.82 5.61 61.67 3.11 96.53 4.95
Design and
Content
Services
Our revenue is generated from the distribution of our products across various jurisdictions. The details of revenue
distribution of products across various jurisdiction for the three months period ended June 30, 2025, and for, Fiscal 2025
Fiscal 2024, Fiscal 2023 are follows:
(Amount in ₹ million)
For the three Fiscal 2025 Fiscal 2024 Fiscal 2023
months period
S. No Country
ended June 30,
2025
1. North America 338.18 1,414.97 1,090.98 1,234.66
2. Europe & UK 136.69 517.47 399.11 312.66
3. India 49.19 190.98 174.13 144.92
4. Asia Other than India 28.13 189.28 300.11 241.48
5. Australia 4.99 20.21 18.64 17.32
Total 557.18 2,332.91 1,982.97 1,951.04
Our focus is on assessment market through our AI based Assessment & Proctoring Solutions. Qualifications and
certification bodies, awarding and credentialing bodies, admission tests councils, corporates & government entities use
our Saras eAssessment platform and easyProctor remote proctoring product to deliver high-stakes examinations and tests
to their end users. Certification agencies such as The Chartered Quality Institute uses the platform to create and deliver
online certification exams. For Pearson Professional Assessments Limited, our Company provides a comprehensive
assessment platform using which large scale online, high stakes assessments are delivered in organisations including
Government Agencies and Universities. Qualifications agencies such as Training Qualifications UK (TQUK) and AQA
Education and higher education agencies such as Colleges of Excellence (Saudi Arabia) as well as school assessment
boards use the assessment platform to create a variety of examinations on the platform and deliver them online. This
includes question creation, test construction, delivery, marking, report generation and smart analytics.
Our learning systems offerings encompass a suite of platforms & solutions that help publishers manage digital online learning
solutions including subscription management, digital asset management and analytics. Our SARAS Learning Management
Systems (LMS), EnablED is the Learning Experience Platform (LXP) and digital interactive book system, OpenPage,
provide learning support for various academic institutions & corporations for training, learning & development requirements.
Publishers such as Ascend Learning, LLC and Pearson Education Group use our learning platform to create learning
programs and deliver them to end users in the academic sector. Excel Public School in India uses the learning platform and
347LearnActiv K-12 Learning Solutions products. Further, our student success solution supports universities in student
enrolment, academic planning & advising and career planning leading to successful educational outcomes. Brigham Young
University - IDAHO uses our student success platform, CollegeSPARC. Our education technology services leverage our
domain and technology expertise to help customers such as Pearson Education Group modernise their platforms while
improving scalability, security, performance and accessibility. In addition, we constantly endeavour to provide
comprehensive services associated with design & development of new platforms and products. Our learning design &
content solutions contain a variety of content related services (authoring, editorial and content conversion). This is
delivered by a team of professionals experienced in instructional design, learning experience design, content design and
global content standards with thorough understanding of pedagogy and technology. Learning companies such as Surala
net Co. Ltd. (Japan) use our services to develop large repository of digital content objects for the school education
sector.
Our Company is driven by innovation and product engineering capabilities, enabling robust product development and
customised solutions through our proprietary platform. This includes expertise in big data & analytics, Artificial
Intelligence, Machine Learning, expertise in architecture, design and development automation and etc., which enables us
to provide value added products and solutions. Our Company is an asset-light, scalable business model to achieve
operational efficiency and profitability and is continuously innovating and have successfully developed AI-based products
and services, including learning models that are pre-trained on vast amounts of data and powerful AI models trained on
massive amounts of text data to understand and generate human-like text. They are designed for various natural language
processing (NLP) tasks, including language generation, translation, and other content-related tasks. They are typically
termed as Large Language Modules (“LLM”), that helps our products stand out in the digital assessments and proctoring
space. Our Company is actively engaged in AI implementation in our products and services. It includes building LLMs
(proprietary and hybrid), small LLMs that are device specific, and AI agents that provide intelligent User experience in
both the Learning and Assessment products.
Key Performance Indicators
Set out below are some of our key financial and operational metrics which we use to analyse our business:
(in ₹ million except percentages and ratios)
Key Performance Indicators For the three Fiscal 2025 Fiscal 2024 Fiscal 2023
months period
ended June 30
2025
Financial KPIs
Revenue from operations 557.18 2,332.91 1,982.97 1,951.04
Gross Profit 307.79 1,438.61 1,142.11 1,191.82
Gross Profit Margin (%) 55.24 61.67 57.60 61.09
EBITDA 101.77 732.57 549.73 681.79
EBITDA Margin (%) 18.27 31.40 27.72 34.94
PAT 60.09 346.91 127.53 224.14
PAT Margin (%) 10.78 14.87 6.43 11.49
Net Worth 3,759.49 3,712.90 2,973.03 2,780.77
Net Debt 312.04 181.79 719.18 1,015.08
Net Debt Equity Ratio 0.08 0.05 0.24 0.37
ROCE (%) 2.10* 16.11 7.59 11.03
ROE (%) 1.61* 10.38 4.43 8.41
Operational KPIs
Number of clients (nos.) 101 99 93 93
Number of new client 6 17 15 10
additions every year (nos.)
Average vintage of top 10 10.50 10.80 9.50 8.00
clients (in years)
Number of employees (nos.) 1,118 1,116 1,080 1,046
* Not annualised
(1) ‘Revenue from Operations’ means proceeds from sale of software and sale of services.
(2) ‘Gross Profit’ is revenue reduced by direct cost incurred on sale of services.
(3) ‘Gross Profit Margin’ is calculated as Gross Profit divided by Revenue from Operations.
(4) ‘EBITDA’ means profit before depreciation, finance cost, tax and amortization less other income.
(5) ‘EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations.
(6) ‘PAT’ is profit after tax after exceptional items.
348(7) ‘PAT Margin’ is calculated as PAT for the period/year divided by revenue from operations.
(8) ‘Net Worth’ means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and
debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and
miscellaneous expenditure not written-off, as per the restated balance sheet, but does not include reserves created out of revaluation of assets,
capital reserve arising on consolidation, capital redemption reserve, write-back of depreciation and amalgamation.
(9) ‘Net debt’ is calculated as long-term borrowings plus short-term borrowings less cash and cash equivalents and other bank balances (excluding
fixed deposits).
(10) ‘Net Debt Equity Ratio’ is calculated as Total Debt divided by Total Equity. Total debt is the sum of total current & non-current borrowings; Total
Equity means Net worth.
(11) ‘RoCE (in %)’- RoCE (in %) defined as EBIT divided by average Capital Employed (‘Capital Employed’ is defined as total debt plus Net Worth
as on the last date of the reporting period).
(12) ROE (%) is calculated as PAT divided by average Net Worth.
(13) Number of clients is the total clients served during the period/year.
(14) Number of new client additions every year is the numbers of new clients served during the year.
(15) Average vintage of top 10 clients (in years) is calculated as sum of the vintage of top 10 clients divided by 10.
(16) Number of employees is the total number of employees on the payroll of the Company as at the end of the period/year.
PRINCIPAL FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Our business, financial condition and results of operations have been, and are expected to be, influenced by numerous
factors. A summary of the most important factors that have had, and that we expect will continue to have, a significant
impact on our business, results of operations and financial condition is set out below:
Dependence on specific key customers for a significant portion of our revenues.
We derive a significant portion of our revenue from specific key customers. Accordingly, our future revenues will be
dependent upon the successful continuation of our relationships with these customers or finding customers of similar size
and scope. Our revenue from our top five, top ten and top twenty customers for the three months period ended June 30,
2025 and for Fiscal 2025, Fiscal 2024 and Fiscal 2023 are provided herein below:
(Amount in ₹ million)
Customers For the three months Fiscal 2025 Fiscal 2024 Fiscal 2023
period ended June 30,
2025
Top 5 405.25 1,542.48 1,180.38 1,195.33
Top 10 473.63 1,786.44 1,430.87 1,455.60
Top 20 548.77 2,086.58 1,731.73 1,724.60
Percentage of total revenue (%)
Customers For the three months Fiscal 2025 Fiscal 2024 Fiscal 2023
period ended June 30,
2025
Top 5 72.73 66.12 59.53 61.27
Top 10 85.00 76.58 72.16 74.61
Top 20 98.49 89.44 87.33 88.39
Our dependence on these customers subjects us to various risks which may include, but are not limited to, reduction,
delay or cancellation of orders from our key customers, failure to renew contracts with one or more of our key customers,
failure to renegotiate favourable terms with our key customers or the loss of these customers entirely, all of which could
have a material adverse effect on our business, financial condition, cash flows and results of operations.
Our ability to keep pace with technological changes and innovate our service offerings to address emerging business
demands.
The Information Technology and SaaS industry is characterized by rapid technological changes, evolving industry
standards, changing client preferences, and new service introductions that could result in technology obsolescence. Our
industry is characterized by periodic technological changes, new equipment and methodologies. Our continued success
depends on our ability to anticipate changing industry trends and identify, enhance our existing offerings or develop and
market new value-added services that meet the business demands, to continually enhance our equipment and technologies
in a timely and cost-effective manner.
As a part of our in-house research and development process we need to constantly develop and innovate our technology
and process system to ensure that we carve out the most suitable products as required by our clients. Our Company is
working towards finding innovative ways to adopt AI into our core processes and operations from development to
349deployment. AI-assisted code generation, review, and correction have increased our developers’ productivity across
technologies. Our strategy towards growth is to ensure driving innovation at the point where emerging technologies
intersect with educational opportunities, where we will seek to prototype and pilot alongside vertical SaaS research
partners to create ground breaking products and services. This includes partnerships with highly reputed research oriented
academic institutions across the globe to deliver innovative products.
Our ability to develop and implement up-to-date solutions utilizing new technologies that meet evolving customer needs
in areas such as artificial intelligence and automation in a timely or cost-effective manner, will impact our ability to retain
and attract customers. In the event that our Company is unable to anticipate and respond to the demand for new services
and products driven by new technologies in a timely and cost-effective basis and to adapt to technological advancements
and changing standards, we may be unable to compete effectively, which could adversely affect our business, financial
condition and results of operations.
Ability to continue and maintain our relationship with the Pearson Education Group.
We derive a significant portion of our revenue from our client Pearson Education Group. Our revenue from Pearson
Education Group accounted for 59.24%, 58.79%, 46.51% and 41.89% of our total revenue on a consolidated basis for the
three months period ended June 30, 2025 and for Fiscal 2025, Fiscal 2024, Fiscal 2023 respectively. The loss of business
from the Pearson Education Group for any reason (including due to failure to negotiate acceptable terms or due to potential
disputes with customers) could have an adverse effect on our business, results of operations and financial condition.
Our business is subject to evolving laws regarding privacy, data protection and other related matters.
We and our customers are subject to laws and regulations that prescribe how we handle matters including privacy and
data protection, content, intellectual property, data security, data retention and deletion, protection of personal
information, electronic contracts and other communications. The regulatory framework for privacy and data protection
worldwide is rapidly evolving and, as a result, implementation standards and enforcement practices are likely to continue
to evolve for the foreseeable future which could have a significant impact on our current and planned privacy and data
protection-related practices; our processing of personal information; and our current or planned business activities. The
laws and regulations governing our businesses are evolving and may be amended, supplemented or changed from time to
time. As a result, we may be required to seek for and follow additional procedures, modify or adjust specific activities,
obtain new and additional licenses and incur additional expenses to comply with such laws and regulations. Further, any
perceived or actual breach of laws, regulations and standards could result in investigations, regulatory inquiries, litigation,
fines, injunctions, negative customer sentiment, impairment of our existing or planned solutions and services, or otherwise
negatively impact our business.
Foreign currency fluctuations
We transact business in various currencies other than the Indian rupee and have significant customers abroad, which
subject us to currency exchange risks as we export our services and receive sale proceeds in foreign currency and also
have foreign Subsidiaries. Our reporting currency is in Indian rupees, and we transact a significant portion of our business
in several other currencies, primarily the U.S. Dollar, the British Pound and the Singapore Dollar. Accordingly, changes
in exchange rates may have a material adverse effect on our profitability and margins. A portion of our revenues and
expenses are denominated in foreign currency and we face foreign exchange rate risk to the extent of our revenue, and
expenses that are denominated in a currency other than the Indian Rupee. Volatility in foreign currency markets may
make it difficult to hedge our foreign currency exposures effectively.
Expansion through inorganic/ strategic acquisitions
As part of our inorganic expansion strategy, we may explore opportunities for acquisition or collaborations, which can
help us expand our presence. We intend to leverage the expertise of our Promoters and management to assess growth
opportunities. Our management and our board as a part of our strategy are evaluating options and avenues of strategic
opportunities, identify suitable targets for the purpose of any possible opportunities for strategic acquisitions and
collaborations for the purpose of enhancing our footprint, profitability and market cap, identify potential acquisition
targets in complementary businesses or emerging markets to accelerate growth. We also seek to pursue such
opportunities, amongst other things to expand our portfolio of service offerings and also to boost our technology
capabilities. We expect to benefit as a whole from such possible opportunities for strategic acquisitions and collaborations
that may arise. However, acquiring new businesses entails substantial effort, additional expenses, and significant
management time. The success of our growth strategy and our ability to efficiently manage expanded operations will
directly influence our business prospects, financial condition, and operational results.
350BASIS FOR PREPARATION AND MEASUREMENT OF RESTATED FINANCIAL STATEMENTS
The Restated financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS)
specified under Companies (Indian Accounting Standards) Rules, 2015 (as amended) prescribed by Section 133 of the
Companies Act, 2013 (the ‘Act’) and other recognised accounting principles and policies generally accepted in India,
including the requirements of the Act, these Restated financial statements are presented only for the limited purpose of
preparation of restated financial statements of the Company for aforementioned periods for their inclusion in the draft
red herring prospectus (DRHP), red herring prospectus (RHP) and Prospectus ("Prospectus" collectively with DRHP
and RHP referred to as "Offer Documents") to be prepared by the Company for filing with the Securities Exchange
Board of India (“SEBI”), BSE Limited, National Stock Exchange of India Limited, the Registrar of Companies,
Karnataka in connection with its proposed Initial Public Offer (“IPO”) in terms of the requirements of:
(d) Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended and any rules issued thereunder (the
“Act”)
(e) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as
amended from time to time (the ‘SEBI ICDR Regulations’); and
(f) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).
The Restated financial statements have been compiled by the management from the audited special purpose interim
consolidated financial statements of the Group as at and for the three months ended June 30, 2025 and the audited
consolidated financial statements for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 prepared in
accordance with the Indian Accounting Standards (“Ind AS”), prescribed under Section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015 and the other accounting principles generally accepted in India
(the “Consolidated Ind AS Financial Statements”), which have been approved by the Board of Directors at their
meetings held on August 11, 2025, June 11, 2025, July 29, 2024, and September 02, 2023 respectively.
The Restated financial statements of the Company have been prepared in accordance with Indian Accounting Standards
(IND AS) notified under the Companies (India Accounting Standards) Rules, 2015 and Companies (Indian Accounting
Standard) (Amendment) Rules,2016. The Company has prepared these financial statements to comply in all material
respects with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018 (“the SEBI regulations”) and the Guidance note on Reports in Company prospectuses (Revised 2019) issued by
the Institute of Chartered Accountants of India (ICAI), as amended from time to time.
The Restated financial statements:
(b) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and
regrouping/reclassifications retrospectively in the three months period ended June 30, 2025 and financial years
ended March 31, 2025, 2024 and 2023 to reflect the same accounting treatment as per the accounting policies and
grouping/classifications followed as at and for the three months period ended June 30, 2025; and
(b) do not require any adjustment for modification as there is no modification in the underlying audit reports.
6. Basis of consolidation
Excelsoft consolidates the subsidiaries, which it controls or owns. The restated Consolidated Financial Statement
comprises the restated financial statement of the Group and its subsidiaries. Control exists when the parent has power
over the entity, is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to
affect those returns by using its power over the entity. Power is demonstrated through existing rights that give the ability
to direct relevant activities, those which significantly affect the entity’s returns. Subsidiaries are consolidated from the
date control commences until the date control ceases.
The restated financial statements of the Group companies are consolidated on a line-by-line basis and intra-group
balances and transactions including unrealized gain / loss from such transactions are eliminated upon consolidation.
These restated financial statements are prepared by applying uniform accounting policies in use at the Group. Non-
controlling interests which represent part of the net profit or loss and net assets of subsidiaries that are not, directly or
indirectly, owned or controlled by the Group, are excluded.
Business combination acquisition of subsidiaries and businesses are accounted for using the acquisition method. The
consideration transferred in the business combination is measured at the fair value on the acquisition date of equity
351shares of the acquire and the consideration is settled by cash to the former owners of the acquire. Acquisition related
costs are recognised in the restated consolidated statement of profit and loss. Goodwill arising on acquisition is
recognised as an asset and measured at cost, being the excess of the consideration transferred in the business
combination over the Group’s interest in the net fair value of the identifiable assets acquired, liabilities assumed and
contingent liabilities recognised, as applicable. Where the fair value of the identifiable assets and liabilities exceed the
cost of acquisition, after re-assessing the fair values of the net assets and contingent liabilities, the excess is recognised
as capital reserve on consolidation. The interest of non-controlling shareholders may be initially measured either at fair
value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets.
The choice of measurement basis is made on an acquisition-by acquisition basis. Subsequent to acquisition, the carrying
value of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’
share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if it
results in the non-controlling interests having a deficit balance. Once control has been achieved, any subsequent
acquisitions where the Group does not originally hold hundred percent interest in a subsidiary are treated as an
acquisition of shares from non-controlling shareholders. The identifiable net assets are not subject to further fair value
adjustments and the difference between the cost of acquisition of the non-controlling interest and the net book value of
the additional interest acquired is adjusted in equity.
Statement showing percentage holding of the Company in its Subsidiaries:
Three months period
FY 2024-25 FY 2023-24 FY 2022-23
Sl. Name of the ended 30th June 2025
No. Subsidiary No. of % No. of % No. of % No. of %
Shares holding Shares holding Shares holding Shares holding
1 Excelsoft
Technologies 1,600 100% 1,600 100% 1,600 100% 1,600 100%
Inc, USA
2 Excelsoft
Technologies
2,70,000 100% 2,70,000 100% 2,70,000 100% 2,70,000 100%
Pte Ltd,
Singapore
3 Excelsoft
Technologies
Limited, UK
(formerly
11,51,907 100% 11,51,907 100% 11,51,907 100% 11,51,907 100%
known as
Meteor Online
Learning
Limited, UK)
4 Freedom to
Learn Limited, NIL 20 100% 20 100% 20 100%
UK
5 Enhanzed
Education
5,55,556 100% 5,55,556 100% NIL
Private
Limited, India
7. Use of estimates and judgements
The preparation of restated financial statements in conformity with generally accepted accounting principles requires
management of the Group to make estimates and assumptions that affect certain reported balances of assets and
liabilities, disclosures relating to the contingent liabilities as at the date of the restated financial statements and reported
amounts of income and expense during the year. Accordingly, future results could differ due to changes in these
estimates and the difference between the actual result and the estimate are recognized in the period in which the results
are known / materialize. Accounting estimates could change from period to period. Appropriate change in the estimates
are made as the management becomes aware of the changes in the circumstance surrounding the estimates. Changes in
the estimates are reflected in the restated financial statements in the period in which the changes are made.
The Group uses the following critical accounting estimates in preparation of its restated consolidated financial
statements:
h. Revenue recognition
The Group uses the percentage-of-completion method in accounting for other fixed-price contracts. Use of the
percentage-of-completion method requires the Group to determine the actual efforts or costs expended to date as a
352proportion of the estimated total efforts or costs to be incurred. Efforts or costs expended have been used to measure
progress towards completion as there is a direct relationship between input and productivity. The estimation of total
efforts or costs involves significant judgment and is assessed throughout the period of the contract to reflect any changes
based on the latest available information.
i. Provision for income tax and deferred tax assets
The Group uses estimates and judgements based on the relevant rulings in the areas of allocation of revenue, costs,
allowances and disallowances which is exercised while determining the provision for income tax, including amount
expected to be paid or recovered for uncertain tax positions. A deferred tax asset is recognised to the extent that it is
probable that future taxable profit will be available against which the deductible temporary differences and tax losses
can be utilised. Accordingly, the Group exercises its judgement to reassess the carrying amount of deferred tax assets
at the end of each reporting period.
j. Property, plant and equipment
The Group reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment
may result in change in depreciation expense in future periods.
k. Other intangible assets
The Group amortizes intangible assets on a straight-line basis over estimated useful lives of the assets. The useful life
is estimated based on a number of factors including the effects of obsolescence, demand, competition and other
economic factors such as the stability of the industry and known technological advances and the level of maintenance
expenditures required to obtain the expected future cash flows from the assets. The estimated useful life is reviewed at
least annually.
l. Leases
The Group evaluates if an arrangement qualifies to be a lease as per the requirements of the Ind AS 116. Identification
of lease requires significant judgment. The Group uses the significant judgement in assessing the lease term (including
anticipated renewals) and the applicable discount rate.
m. Employee benefits
The accounting of employee defined benefit plans requires the Group to use assumptions. These assumptions have been
explained under employee benefits note.
n. Provisions and contingent liabilities
The Group estimates the provisions that have present obligations as a result of past events and it is probable that outflow
of resources will be required to settle the obligations. These provisions are reviewed at the end of each reporting date
and are adjusted to reflect the current best estimates.
The Group uses significant judgement to disclose contingent liabilities. Contingent liabilities are disclosed when there
is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or
non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation
that arises from past events where it is either not probable that an outflow of resources will be required to settle the
obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed
in the restated financial statements.
8. Significant accounting policies
i. Revenue recognition
The Group derives revenues primarily from IT services comprising licensing of learning and assessment software
products and platforms, software development and related services and maintenance, licensing the educational learning
material copy rights and content services. Contracts with customers are either on a time-and-material, unit-of-work,
fixed-price or on a fixed-timeframe basis.
Revenue is recognized upon transfer of control of promised products or services (“performance obligations”) to
customers in an amount that reflects the consideration the Group has received or expects to receive in exchange for
353these products or services (“transaction price”). When there is uncertainty as to collectability, revenue recognition is
postponed until such uncertainty is resolved.
Revenue from licenses where the customer obtains a “right to use” the licenses is recognized at the time the license is
made available to the customer. Revenue from licenses where the customer obtains a “right to access” is recognized
over the access period.
Revenue on time-and-material and unit-of-work-based contracts, are recognized on output basis measured by units
delivered, efforts expended, number of transactions processed etc.
Revenue related to fixed-price maintenance and support revenue is recognized rateably on a straight-line basis when
services are performed through an indefinite number of repetitive acts over a specified period or the Group is standing
ready to provide the services.
Revenue from other fixed-price, fixed-timeframe contracts, where the performance obligations are satisfied over time
is recognized using the percentage-of-completion method of accounting with contract cost incurred determining the
degree of completion of the performance obligation. Efforts or costs expended are used to determine progress towards
completion as there is a direct relationship between input and productivity. Progress towards completion is measured as
the ratio of costs or efforts incurred to date (representing work performed) to the estimated total costs or efforts.
Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, service
level credits, price concession and incentives, if any, as specified in the contract with the customer. The Group assesses
the services promised in a contract and identifies distinct performance obligations in the contract and allocates the
transaction price to each distinct performance obligation based on the relative standalone selling price.
The billing schedules agreed with customers include periodic performance-based billing and / or milestone-based
progress billings. Revenues in excess of billing are classified as unbilled revenue while billing in excess of revenues are
classified as contract liabilities (which we refer to as unearned revenues).
In accordance with Ind-AS 37, the Group recognise an onerous contract provision when the unavoidable costs of
meeting the obligations under a contract exceed the economic benefits to be received.
The incremental costs of obtaining a contract (i.e., costs that would not have been incurred if the contract had not been
obtained) are recognized as an asset if the Group expects to recover them. Any capitalized contract costs are amortized,
with the expense recognized as the Group transfers the related goods or services to the customer. The Group presents
revenues net of indirect taxes in its restated consolidated Statement of Profit and Loss.
The Group disaggregates revenue from contracts with customers by geography and business verticals.
j. Property, plant and equipment
Property, plant and equipment are measured at cost of acquisition or construction less accumulated depreciation and
impairment losses, if any. The cost of an item of property, plant and equipment comprises its purchase price, including
import duties and other non-refundable taxes or levies and any directly attributable cost of bringing the asset to its
working condition for its intended use and any trade discounts and rebates are deducted in arriving at the purchase price.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for
as separate items (major components) of property, plant and equipment.
Capital work-in-progress are measured at cost less accumulated impairment losses, if any.
Depreciation on property, plant and equipment is provided on pro-rata basis using the Straight-Line method based on
the useful life specified in the Schedule II to the Companies Act, 2013.
Subsequent expenditure related to Property, plant and equipment is capitalized only when it is probable that future
economic benefits associated with these will flow to the Group and the cost of item can be measured reliably. Other
repairs and maintenance costs are recognized in the restated Statement of Profit & Loss while incurred.
The Group doesn’t have any Benami Property under the Benami Transactions (Prohibition Act), 1988.
k. Intangible assets
Intangible assets are stated at cost less accumulated amortization and impairment. Intangible assets are amortized over
354their respective individual estimated useful lives on a straight-line basis, from the date that they are available for use.
The estimated useful life of an identifiable intangible asset is based on a number of factors including the effects of
obsolescence, demand, competition, and other economic factors (such as the stability of the industry and known
technological advances). Amortization methods and useful lives are reviewed periodically including at each financial
year end.
The estimated useful life of amortizable intangibles is reviewed and where appropriate are adjusted, annually. The
estimated useful lives of the amortizable intangible assets for the current and comparative periods are considered as
(Customer-related software products) 10 years. (Comparative periods 10 years)
Research costs are expensed as incurred. Software product development costs are expensed as incurred unless technical
and commercial feasibility of the project is demonstrated, future economic benefits are probable, the Group has an
intention and ability to complete and use or sell the software, and the costs can be measured reliably. The costs which
can be capitalized include the cost of material, direct labour and overhead costs that are directly attributable to preparing
the asset for its intended use.
Intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate that their
carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher
of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does
not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount
is determined for the cash generating unit (CGU) to which the asset belongs. If such assets are considered to be impaired,
the impairment to be recognized in the restated Statement of Profit and Loss is measured by the amount by which the
carrying value of the assets exceeds the estimated recoverable amount of the asset.
l. Impairment
iii. Financial assets
The Group applies the expected credit loss model for recognizing impairment loss on financial assets measured at
amortized cost, trade receivables, unbilled receivables, contract assets and other financial assets. Expected credit loss is
the difference between the contractual cash flows and the cash flows that the entity expects to receive, discounted using
the effective interest rate.
Loss allowances for trade receivables, unbilled receivables and contract assets are measured at an amount equal to
lifetime expected credit loss. Lifetime expected credit losses are the expected credit losses that result from all possible
default events over the expected life of a financial instrument. Lifetime expected credit loss is computed based on a
provision matrix which takes in to account risk profiling of customers and historical credit loss experience adjusted for
forward looking information.
iv. Non-financial assets
The Group assesses long-lived assets such as property, plant and equipment, right-of-use assets and intangible assets
for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of
assets may not be recoverable. If any such indication exists, the Group estimates the recoverable amount of the asset or
group of assets,
The recoverable amount of an asset or cash generating unit (CGU) is the higher of its fair value less cost of disposal
(FVLCD) and its value-in-use (VIU). The VIU of long-lived assets is calculated using projected future cash flows.
FVLCD of a cash generating unit (CGU) is computed using turnover and earnings multiples. If the recoverable amount
of the asset or the recoverable amount of the cash generating unit (CGU) to which the asset belongs is less than it’s
carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment
loss and is recognized in the restated consolidated statement of profit and loss. If at the reporting date, there is an
indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the
impairment losses previously recognized are reversed such that the asset is recognized at its recoverable amount but not
exceeding written down value which would have been reported if the impairment losses had not been recognized
initially. An impairment in respect of goodwill is not reversed.
m. Leases
The Group evaluates each contract or arrangement, whether it qualifies as lease as defined under Ind AS 116.
The Group recognises the right-of-use assets and lease liability at the commencement date of the lease. The right of use
asset is initially measured at cost, which comprises of present value of future lease rent payments adjusted for any
355payments made at or before commencement date, any initial direct cost incurred and estimate of cost to dismantle or
remove an underlying asset or to restore an asset less any lease incentives received. The lease liability is initially
measured at present value of lease payments that is not paid at commencement date discounted at implicit rate mentioned
in lease or incremental borrowing rate. The generally uses incremental borrowing rate as discount rate. The right of use
asset is depreciated using the straight-line method from the commencement date of the lease over useful life of right to
use asset.
Subsequently, the right-of-use assets is measured at cost less any accumulated depreciation and accumulated impairment
losses, if any. The estimated useful lives of right-of-use assets are determined on the same basis as those of property,
plant and equipment.
The Group applies Ind AS 36 to determine whether a RoU asset is impaired and accounts for any identified impairment
loss as described in the impairment of non-financial assets above.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced
for the lease payments made.
The Group recognizes the amount of the re-measurement of lease liability as an adjustment to the right-of-use assets.
Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement
of the lease liability, The Group recognizes any remaining amount of the re-measurement in restated statement of profit
and loss.
Lease liability payments are classified as cash used in financing activities in the restated statement of cash flows.
The Group as a lessor
Leases under which the Group is a lessor are classified as a finance or operating lease. Lease contracts where all the
risks and rewards are substantially transferred to the lessee, are classified as a finance lease. All other leases are classified
as operating lease.
For leases under which the Group is an intermediate lessor, the Group accounts for the head-lease and the sub-lease as
two separate contracts. The sub-lease is further classified either as a finance lease or an operating lease by reference to
the RoU asset arising from the head-lease.
n. Earnings per share
Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period
adjusted for treasury shares held. Diluted earnings per share is computed using the weighted-average number of equity
and dilutive equivalent shares outstanding during the period, using the treasury stock method for options, except where
the results would be anti-dilutive.
The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented
for any splits and bonus shares issues including for change effected prior to the approval of the restated financial
statements by the Board of Directors.
o. Functional and presentation currency
These restated Group financial statements are presented in Indian rupees (INR in million), which is the functional
currency of the Group.
p. Foreign currency transactions and translation
iv. Functional and presentation currency
Items included in the restated financial statements of each of the Group’s entities are measured using the currency of
the primary economic environment in which these entities operate (i.e., the “functional currency”). These restated
consolidated financial statements are presented in Indian rupees, which is the functional currency of the Group.
v. Transactions and balances
Transactions in foreign currency are translated into the functional currencies using the exchange rates prevailing at the
date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from
translation at the exchange rates prevailing at the reporting date of monetary assets and liabilities denominated in foreign
356currencies are recognized in the restated statement of profit and loss and reported within foreign exchange gains/(losses),
net, within results of operating activities. Gains/(losses), net, relating to translation or settlement of borrowings
denominated in foreign currency are reported within finance costs. Non-monetary assets and liabilities denominated in
foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction.
vi. Foreign operations
For the purpose of presenting restated financial statements, the assets and liabilities of the Group’s foreign operations
that have a functional currency other than Indian rupees are translated into Indian rupees using exchange rates prevailing
at the reporting date. Income and expense items are translated at the average exchange rates for the period. Exchange
differences arising, if any, are recognized in other comprehensive income and held in foreign currency translation
reserve (FCTR), a component of equity. When a foreign operation is disposed of, the relevant amount recognized in
FCTR is transferred to the restated statement of profit and loss as part of the profit or loss on disposal.
Financial assets and liabilities
H) Initial Recognition
Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the
instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial
liabilities at fair value through profit or loss (FVTPL)) are added to or deducted from the fair value measured on initial
recognition of financial asset or financial liability.
I) Subsequent measurement
iv) Financial assets carried at amortised cost
A financial asset is subsequently measured at amortised cost if it held within a business model whose objectives is to
hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on
specified dates cash flows that are solely payment of principals and interest on the principal amount outstanding.
v) Financial assets at fair value through other comprehensive income
A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a
business model whose objective is achieved by both contractual cash flows and selling financial asset and the contractual
terms of the financial asset give rise on specified dates cash flows that are solely payment of principals and interest on
the principal amount outstanding.
vi) Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or
loss.
However, in cases where the Group has made an irrevocable election for particular investment in equity instrument that
would otherwise be measured at fair value through profit or loss (FVTPL), the subsequent changes in fair value are
measured in other comprehensive income.
J) Financial liabilities
Financial liabilities are subsequently carried at amortized cost using the effective interest method, except for contingent
consideration recognised in business combination which is subsequently measured at fair value through profit or loss
(FVTPL). For trade and other payables maturing within one year from the balance sheet date, the carrying amounts
approximate fair value due to the short maturity of these instruments.
K) Derecognition of financial assets and liabilities
The Group derecognises a financial asset when the contractual rights to the cash flow from the financial asset expires
or it transfers the financial asset and the transfer qualifies for derecognition under Ind-AS 109. A financial liability (or
a part of financial liability) is derecognised when the obligation specified in the contract is discharged or cancelled or
357expires.
L) Cash and cash equivalents
The Group’s cash and cash equivalents consist of cash on hand and in banks and demand deposits with banks, which
can be withdrawn at any time, without prior notice or penalty on the principal.
For the purposes of the restated cash flow statement, cash and cash equivalents include cash on hand, in banks and
demand deposits with banks are considered part of the Group’s cash management system. In the balance sheet, bank
overdrafts are presented under borrowings within current liabilities.
M) Other financial assets
Other financial assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. They are presented as current assets, except for those maturing later than 12 months after the reporting
date which are presented as non-current assets. These are initially recognized at fair value and subsequently measured
at amortized cost using the effective interest method, less any impairment losses. These comprise trade receivables,
unbilled receivables, employee and other advances and eligible current and non-current assets.
N) Trade payables and other payables
Trade payables and other payables are initially recognized at fair value, and subsequently carried at amortized cost using
the effective interest method. For these financial instruments, the carrying amounts approximate fair value due to the
short-term maturity of these instruments.
ii. Employee benefits
v. Short term employee benefits
All employee benefits payable wholly within twelve months of rendering the service are classified as short-term
employee benefits. Benefits such as salaries and wages are recognised in the period in which the employee renders the
related service. A liability is recognised for the amount expected to be paid when there is a present legal or constructive
obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated
reliably.
vi.Provident fund
Eligible employees of the Group receive benefits from a provident fund, which is a defined benefit plan. Both the
eligible employee and the Group make monthly contributions to the provident fund plan equal to a specified percentage
of the covered employee’s salary. The monthly contributions are made to the government administered provident and
pension fund. The rate at which the annual interest is payable to the beneficiaries is being administered by the
government and the same is paid by the provident and pension fund.
vii.Gratuity
The Group provides for gratuity, a defined benefit retirement plan ("the Gratuity Plan") covering eligible employees of
the Group. The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or
termination of employment, of an amount based on the respective employee’s salary and the tenure of employment with
the Group.
Liabilities with regard to the Gratuity Plan are determined by actuarial valuation, performed by an independent actuary,
at each Balance Sheet date using the projected unit credit method. The Group recognizes the net obligation of a defined
benefit plan in its Balance Sheet as an asset or liability. Gains and losses through remeasurements of the net defined
benefit liability are recognized in other comprehensive income and are not reclassified to profit or loss in subsequent
periods. The effect of any plan amendments is recognized in the restated Statement of Profit and Loss.
viii.Compensated absences
The Group has a policy on compensated absences which are both accumulating and non-accumulating in nature. The
expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent
actuary at each Balance Sheet date using projected unit credit method on the additional amount expected to be paid /
availed as a result of the unused entitlement that has accumulated at the Balance Sheet date. Expense on
non‑accumulating compensated absences is recognized in the period in which the absences occur.
358o. Employee stock option
In respect of stock options granted pursuant to the Group’s Employee Stock Option Scheme, the Group recognise
employee compensation expense, using the grant date fair value in accordance with Ind-As 102 – Share Based payment,
on straight line basis over the period over which the employees would become unconditionally entitled to apply for the
shares.
p. Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it
is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be
made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration
required to settle the present obligation at the end of the reporting period, considering the risks and uncertainties
surrounding the obligation.
Provisions for onerous contracts are recognized when the expected benefits to be derived by the Group from a contract
are lower than the unavoidable costs of meeting the future obligations under the contract. Provisions for onerous
contracts are measured at the present value of lower of the expected net cost of fulfilling the contract and the expected
cost of terminating the contract.
q. Income tax
Income tax comprises current tax and deferred tax. Income tax expense is recognized in the restated statement of profit
and loss except to the extent it relates items directly recognized in equity or in other comprehensive income.
iii. Current income tax
Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid
to the taxation authorities based on the taxable income for the period. The tax rates and tax laws used to compute the
current tax amounts are those that are enacted or substantively enacted as at the reporting date and applicable for the
period. While determining the tax provisions, the Group assesses whether each uncertain tax position is to be considered
separately or together with one or more uncertain tax positions depending the nature and circumstances of each uncertain
tax position. The Group offsets current tax assets and current tax liabilities, where it has a legally enforceable right to
set off the recognized amounts and where it intends either to settle on a net basis, or to realize the asset and liability
simultaneously.
iv.Deferred income tax
Deferred income tax is recognized using the balance sheet approach. Deferred income tax assets and liabilities are
recognized for deductible and taxable temporary differences arising between the tax base of assets and liabilities and
their carrying amount in these restated financial statements, except when the deferred income tax arises from the initial
recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither
accounting nor taxable profits or loss at the time of the transaction.
Deferred income tax assets are recognized to the extent it is probable that taxable profit will be available against which
the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized.
Deferred income tax liabilities are recognized for all taxable temporary differences except in respect of taxable
temporary differences associated with investments in subsidiaries, associates and foreign branches where the timing of
the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse
in the foreseeable future.
The Group offsets deferred income tax assets and liabilities, where it has a legally enforceable right to offset current tax
assets against current tax liabilities, and they relate to taxes levied by the same taxation authority on either the same
taxable entity, or on different taxable entities where there is an intention to settle the current tax liabilities and assets on
a net basis or their tax assets and liabilities will be realized simultaneously.
r. Finance costs
Finance costs comprise interest cost on borrowings and lease liabilities, gain or losses arising on re-measurement of
financial assets at FVTPL, gains/ (losses) on translation or settlement of foreign currency borrowings and changes in
fair value and gains/ (losses) on settlement of related derivative instruments. Borrowing costs that are not directly
attributable to a qualifying asset are recognized in the restated statement of profit and loss using the effective interest
method.
359s. Cash flow statement
Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactions
of a non-cash nature, any deferrals or accruals of past operating cash receipts or payments and item of income or
expenses associated with investing or financing cash flows. The cash from operating, investing and financing activities
of the Group are segregated.
Reconciliation of Restated Profit for the period/ year to EBITDA and EBITDA Margin
The following table sets forth our EBITDA, EBITDA Margin, including a reconciliation of EBITDA and EBITDA
Margin to our restated profit for the period/ year, for the mentioned time periods.
(in ₹ million, except percentages)
For the three Fiscals
months period
Particulars
ended June 30,
2025 2024 2023
2025
Profit for the period/ year (I) 60.09 346.91 127.53 224.14
Finance costs (II) 9.18 45.70 100.65 135.07
Depreciation and amortisation expense 60.31 246.51 289.93 273.58
(III)
Total tax expense (IV) 17.77 248.54 55.61 77.69
Exceptional Income (net) (V) - - - -
Other Income (VI) 45.58 155.09 23.99 28.69
EBITDA (VII = I+II+III+IV+V-VI) 101.77 732.57 549.73 681.79
Revenue from Operations (VIII) 557.18 2,332.91 1,982.97 1,951.04
EBITDA Margin (%) (IX) = (VII/VIII) 18.27 31.40 27.72 34.94
Reconciliation of Total Equity to Capital Employed, Restated Profit for the period/ year to EBIT and Return on Capital
Employed
The table below reconciles total equity to capital employed. Capital employed is calculated as total equity plus total
borrowings while EBIT is calculated as restated profit for the period/ year plus total tax expense plus finance costs. Return
on Capital Employed is calculated as EBIT as a percentage of capital employed.
(in ₹ million, except percentages)
For the three Fiscals
months period
Particulars 2025 2024 2023
ended June 30,
2025
Total equity (I) 3,759.49 3,712.90 2,973.03 2,780.77
Non-current borrowings (II) - - 488.14 635.30
Current borrowings (III) 378.16 265.89 279.11 545.62
Total Capital employed (IV) = I+II+III 4,137.65 3,978.79 3,740.28 3,961.69
With Exceptional Items
Profit for the period/ year (V) 60.09 346.91 127.53 224.14
Total tax expense (VI) 17.77 248.54 55.61 77.69
Finance costs (VII) 9.18 45.70 100.65 135.07
Earnings before interest and tax 87.04 641.15 283.79 436.90
(EBIT) (VIII = V + VI + VII)
Return on Capital Employed (%) (IX 2.10* 16.11 7.59 11.03
= VIII/ IV)
Without Exceptional Items
Profit for the period/ year (X) 60.09 346.91 127.53 224.14
Total tax expense (XI) 17.77 248.54 55.61 77.69
Finance costs (XII) 9.18 45.70 100.65 135.06
Earnings before interest and tax 87.04 641.15 283.79 436.90
(EBIT) (XIII = X + XI + XII)
Return on Capital Employed (%) (XIV 2.10* 16.11 7.59 11.03
= XIII/ IV)
* Not annualised
Reconciliation of Total Equity to Return on Equity
360The table below reconciles total equity to return on equity. Return on equity is calculated as restated profit for the
period/ year as a percentage of total equity:
(in ₹ million, except percentages)
For the three Fiscals
months period
Particulars
ended June 30,
2025 2024 2023
2025
Total equity (I) 3,759.49 3,712.90 2,973.03 2,780.77
Profit for the period/ year (II) 60.09 346.91 127.53 224.14
Add (Less): Exceptional Income(net) - - 0.00 0.00
Profit for the period/year (III) 60.09 346.91 127.53 224.14
Return on Equity (%) (IV) = (III/I)** 1.60* 9.34 4.29 8.06
* Not annualised
**Our Restated ROE decreased from 8.06% in Fiscal 2023 to 4.29% in Fiscal 2024.
Reconciliation of Revenue from Operations to Gross Fixed Assets Turnover Ratio
The table below reconciles revenue from operations to gross fixed assets turnover ratio.
(in ₹ million, except percentages)
For the three Fiscal
months period
Particulars
ended June 30,
2025 2024 2023
2025
Revenue from Operations (I) 557.18 2,332.91 1,982.97 1,951.04
Property, plant and equipment (II) 183.18 336.55 479.74 449.63
Intangible Assets Under Development (III) 18.13 - 0.00 65.04
Right of use assets (IV) 133.79 1,280.66 2,423.74 2,372.27
Other intangible assets (V) 2,196.23 2,207.47 2,151.95 1,965.78
Total Gross Fixed Assets (VI = II + III + 2,531.33 3,824.68 5,055.43 4,852.72
IV + V)
Gross Fixed Assets Turnover Ratio (in 0.22 0.61 0.39 0.40
times) (VII = I/VI)
Note: Gross Fixed Assets is an average of opening and closing Fixed Assets
Reconciliation for Net Debt, Net Debt to EBITDA and Net Debt to Total Equity
The table below reconciles total borrowings to net debt and net debt to EBITDA. Net Debt is calculated as total of non-
current borrowings and current borrowings minus total of cash and cash equivalents:
(in ₹ million, except percentages)
For the three Fiscals
months period
Particulars
ended June 30,
2025 2024 2023
2025
Non-current borrowings (I) - - 488.14 635.30
Current borrowings (II) 378.16 265.89 279.11 545.62
Cash and cash equivalents (III) 66.12 84.10 48.07 165.84
Net Debt (IV) = I + II– III 312.04 181.79 719.18 1,015.08
EBITDA (V) 101.77 732.57 549.73 681.79
Net Debt to EBITDA (in times) (VI) = 3.07* 0.25 1.31 1.49
(IV/V)
Total equity (VII) 3,759.49 3,712.90 2,973.03 2,780.77
Net Debt to Total Equity (in times) = 0.08 0.05 0.24 0.37
(IV/VII)
* Not annualised
Reconciliation for Restated Profit for the period/ year to Profit After Tax Margin (PAT Margin)
361The table below reconciles restated profit for the period/ year to PAT Margin:
(in ₹ million, except percentages)
For the three Fiscals
months period
Particulars
ended June 30,
2025 2024 2023
2025
Profit for the period/ year (I) 60.09 346.91 127.53 224.14
Add/ (Less) Exceptional Items (net) 0.00 0.00 0.00 0.00
Profit for the period/year after exceptional 60.09 346.91 127.53 224.14
items (II)
Basic & Diluted Earnings Per Share (EPS) 0.60* 3.47 1.27 2.24
(₹)**
Revenue from Operations (III) 557.18 2,332.91 1,982.97 1,951.04
PAT Margin (%) after exceptional items 10.78 14.87 6.43 11.49
(IV = II/III)
PAT Margin (%) before exceptional items 10.78 14.87 6.43 11.49
(IV = I/III)
* Not annualised
**Our Restated EPS reduced by 43.30% from ₹ 2.24 in Fiscal 2023 to ₹ 1.27 in Fiscal 2024
PRINCIPAL COMPONENTS OF OUR INCOME AND EXPENDITURE
Following descriptions set forth information with respect to key components of our income statement.
Revenue
Revenue from operations
Revenue from operations comprises of revenue earned through contracts with customers – income from-
• Sale of services; and
• Sale of software products.
Other income
Other income primarily comprises of interest income on bank deposits; rental income; miscellaneous income; profit on
sale of fixed assets; gain on sale/ redemption of mutual funds (net); gain or loss - lease termination and exchange gain.
The following table sets out the break-up of revenue from operations and other income, each as a percentage of total
income from operations for the periods indicated:
Particulars For the three months period Fiscals
ended June 30, 2025
2025 2024 2023
(₹ in million) % of Total (₹ in % of (₹ in % of (₹ in % of
Income million) Total million) Total million) Total
Income Income Income
Revenue from operations
Sale of services 280.65 46.56 1,299.23 52.22 909.80 45.33 1,091.21 55.12
Sale of software 276.53 45.88 1,033.68 41.55 1,073.17 53.47 859.83 43.43
products
Total Revenue 557.18 92.44 2,332.91 93.77 1,982.97 98.80 1,951.04 98.55
from
Operations
Other Income
Interest income 43.20 7.17 141.73 5.70 17.48 0.87 19.77 1.00
Rental income - - 1.05 0.04 6.23 0.31 6.41 0.32
Miscellaneous 0.21 0.03 0.93 0.04 0.28 0.01 2.24 0.11
income
Profit on sale of - - 0.41 0.02 - - 0.04 -
fixed assets
362Particulars For the three months period Fiscals
ended June 30, 2025
2025 2024 2023
(₹ in million) % of Total (₹ in % of (₹ in % of (₹ in % of
Income million) Total million) Total million) Total
Income Income Income
Gain on sale/ - - - - - - 0.23 0.01
redemption of
mutual funds
(net)
Exchange gain 2.17 0.36 - - - - - -
Gain or Loss - - - 10.97 0.44 - - - -
Lease
Termination
Total Other Income 45.58 7.56 155.09 6.23 23.99 1.20 28.69 1.45
Total Income 602.76 100.00 2,488.00 100.00 2,006.96 100 1,979.73 100
Expenses
Our expenses primarily comprise of employee benefit expenses, finance costs, depreciation and amortization expense and
other expenses.
Employee benefit expenses
Employee benefit expenses primarily comprises of salaries, wages and bonus; share based payments to employees;
contribution to provident and other funds; staff welfare expenses and gratuity expenses.
Finance costs
Finance costs primarily comprises of interest expenses and Exchange loss (attributable to finance costs).
Depreciation and amortisation expenses
Depreciation and amortisation expenses comprises of depreciation on property, plant and equipment, amortization of
intangible assets and depreciation on right of use assets.
Other expenses
Other expenses comprise primarily of software development and license charges; service rendered by business associates
and others; Information and communication expenses; rent; legal and professional fees, Payment to auditors; maintenance
and upkeep; business promotion expenses; insurance; CSR, etc
RESULTS OF OPERATIONS
The following table sets forth select financial data from our restated statement of profit and loss for the three months
period ended June 30, 2025 Fiscals 2025, 2024 and 2023, the components of which are also expressed as a percentage of
total income for such period/years:
Particulars For the period ended Fiscal 2025 Fiscal 2024 Fiscal 2023
June 30, 2025
(₹ in % of (₹ in % of (₹ in % of (₹ in % of
million) Total million) Total million) Total million) Total
Income Income Income Income
Income
Revenue from 557.18 92.44 2,332.91 93.77 1,982.97 98.80 1,951.04 98.55
operations
Other income 45.58 7.56 155.09 6.23 23.99 1.20 28.69 1.45
Total Income 602.76 100.00 2,488.00 100.00 2,006.96 100.00 1,979.73 100.00
Expenses
363Employee benefits 339.29 56.29 1,197.17 48.12 1,082.14 53.92 930.13 46.98
expense
Finance Cost 9.18 1.52 45.70 1.84 100.65 5.02 135.07 6.82
Depreciation and 60.31 10.01 246.51 9.91 289.93 14.45 273.58 13.82
amortisation
expenses
Other Expenses 116.12 19.26 403.17 16.20 351.10 17.49 339.12 17.13
Total Expenses 524.90 87.08 1,892.55 76.07 1,823.82 90.87 1,677.90 84.75
Profit/ (Loss) 77.86 12.92 595.45 23.93 183.14 9.13 301.83 15.25
before tax
Tax Expense / (Credit)
Current tax 25.55 4.24 197.84 7.95 60.43 3.01 78.39 3.96
Deferred tax (7.78) (1.29) 50.70 2.04 (4.82) (0.24) (0.70) (0.04)
(credit)/ expense
Total Tax (credit) / 17.77 2.95 248.54 9.99 55.61 2.77 77.69 3.92
expense
Profit/(loss) for 60.09 9.97 346.91 13.94 127.53 6.35 224.14 11.32
the period from
continuing
operations
Share in - - - - 0.00 0.00 0.00 0.00
profit/(loss) after
tax of joint
ventures/associates
(net)
Profit for the 60.09 9.97 346.91 13.94 127.53 6.35 224.14 11.32
period/ year
Other comprehensive income
364A. (i) Items that
will not be
reclassified to
profit or loss
(a) Remeasurement (14.21) (2.36) (9.70) (0.39) (4.74) (0.24) (5.69) (0.29)
of gains/(losses) on
defined benefit
plans
A. (ii) Income tax - - 2.44 0.10 1.19 0.06 1.40 0.07
relating to above
items
B. (i) Items that
will be reclassified
to profit or loss
(a) Deferred gains - - - - 0.00 0.00 0.00 0.00
or losses on cash
flow hedges
(b) Foreign 0.71 0.12 2.97 0.12 (3.35) (0.17) 10.40 0.53
currency translation
reserve
(ii) Income tax - - - - 0.00 0.00 0.00 0.00
relating to items
that will be
reclassified to
profit or loss
Total other (13.50) (2.24) (4.29) (0.17) (6.90) (0.34) 6.11 0.31
comprehensive
income
Total 46.59 7.73 342.62 13.77 120.63 6.01 230.25 11.63
comprehensive
income for the
period
(Comprising
profit/(loss) and
other
comprehensive
income for the
period)
Three months period ended June 30, 2025
Income
Total Income
Our total income for the three months period ended June 30, 2025 was ₹ 602.76 million.
Revenue from operations
Our revenue from operations for the three months period ended June 30, 2025 was ₹ 557.18 million comprised primarily
of income from sale of services of ₹ 280.65 million and sale of software products of ₹ 276.53 million.
Other Income
Our other income for the three months period ended June 30, 2025 was ₹ 45.58 million primarily on account of Interest
income of ₹ 43.20 million and Exchange Gain of ₹ 2.17 million.
Expenses
Employee benefits expense
Our employee benefits expense for the three months period ended June 30, 2025 was ₹ 339.29 million primarily
comprising of salaries and wages of ₹ 311.05 million, contribution to provident and other funds of ₹ 11.00 million, staff
welfare expenses of ₹ 10.05 million and gratuity payment of ₹ 7.19 million
365Finance costs
Our finance costs for the three months period ended June 30, 2025 was ₹ 9.18 million comprising interest expenses of ₹
7.82 million and exchange loss attributable to finance costs of ₹ 1.36 million.
Depreciation and amortisation expense
Our depreciation and amortisation expense for the three months period ended June 30, 2025 was ₹ 60.31 million primarily
on account of amortisation expense of ₹ 47.85 million.
Other expenses
Our other expenses for the three months period ended June 30, 2025 were ₹ 116.12 million primarily comprising software
development and license charges of ₹ 42.77 million; service rendered by business associates and others of ₹ 17.13 million,
business promotion expenses of ₹ 8.94 million, travelling and conveyance expenses of ₹ 9.42 million, legal and
professional fees of ₹ 20.75 million and recruitment and training expenses of ₹ 5.69 million.
Profit before tax
Our profit before tax for the three months period ended June 30, 2025 was ₹ 77.86 million.
Tax expenses
Our total tax expenses for the three months period ended June 30, 2025 was ₹ 17.77 million.
Profit for the period
As a result of the foregoing, our profit for the three months period ended June 30, 2025 was ₹ 60.09 million.
Total Comprehensive Income
Our Total Comprehensive Income for the three months period ended June 30, 2025 was ₹ 46.59 million.
Fiscal 2025 compared with Fiscal 2024
Income
Total Income
Our total income increased by 23.97% from ₹ 2,006.96 million in Fiscal 2024 to ₹ 2,488.00 million in Fiscal 2025, an
increase of ₹ 481.04 million, primarily on account of increase in our sale of software services from ₹ 909.80 million in
Fiscal 2024 to ₹ 1,299.23 million in Fiscal 2025 and an increase in our other income from ₹ 23.99 million in Fiscal 2024
to ₹ 155.09 million in Fiscal 2025, which was partially offset by a decrease in our sale of software products from ₹
1,073.17 million in Fiscal 2024 to ₹ 1,033.68 million in Fiscal 2025.
Revenue from operations
Our revenue from operations increased by 17.65% from ₹ 1,982.97 million in Fiscal 2024 to ₹ 2,332.91 million in Fiscal
2025, an increase of ₹ 349.94 million. Our revenue from sale of services increased by 42.80% from ₹ 909.80 million in
Fiscal 2024 to ₹ 1,299.23 million in Fiscal 2025. This was primarily on account of increase in education technology
services by 41.31%. Our revenue from sale of software products decreased by 3.68% from ₹ 1,073.17 million in Fiscal
2024 to ₹ 1,033.68 million in Fiscal 2025. This was primarily on account of decrease in sale of Assessment & Proctoring
Solutions by 13.46%.
Other Income
Our other income increased by 546.48% from ₹ 23.99 million in Fiscal 2024 to ₹ 155.09 million in Fiscal 2025, an
increase of ₹131.10 million. The increase was primarily on account of increase in interest income from ₹ 17.48 million
in Fiscal 2024 to ₹ 141.73 million in Fiscal 2025; a decrease in rental income from ₹ 6.23 million in Fiscal 2024 to ₹ 1.05
million in Fiscal 2025, increase in Gain or Loss- Lease Termination from nil in Fiscal 2024 to ₹ 10.97 million in Fiscal
2025.
366Expenses
Total Expenses
Our total expense has increased by 3.77% from ₹ 1,823.82 million in Fiscal 2024 to ₹ 1,892.55 million in Fiscal 2025, an
increase of ₹ 68.73 million primarily on account of increase in employee benefit expenses, depreciation and amortization
expenses and other expenses.
Employee benefits expense
Our employee benefits expense increased by 10.63% from ₹ 1,082.14 million in Fiscal 2024 to ₹ 1,197.17 million in
Fiscal 2025, an increase of ₹ 115.03 million, primarily on account of an increase in Salaries, wages and bonus from ₹
932.54 million in Fiscal 2024 to ₹ 1,099.84 million in Fiscal 2025 on account of increase in employee headcount from
1,081 in Fiscal 2024 to 1,116 in Fiscal 2025, a decrease in share based payments to employees from ₹ 71.52 million in
Fiscal 2024 to ₹ 3.80 million in Fiscal 2025, an increase in contribution to provident fund from ₹ 34.34 million in Fiscal
2024 to ₹ 42.40 million in Fiscal 2025, an increase in staff welfare expenses from ₹ 21.72 million in Fiscal 2024 to ₹
27.79 million in Fiscal 2025 and an increase in defined benefit plan expenses from ₹ 22.02 million in Fiscal 2024 to ₹
23.34 million in Fiscal 2025.
Finance costs
Our finance costs decreased by 54.60% from ₹ 100.65 million in Fiscal 2024 to ₹ 45.70 million in Fiscal 2025 due to
reduction in total borrowings from ₹767.25 million in Fiscal 2024 to ₹265.89 million in Fiscal 2025 and increase in our
exchange loss attributable to finance costs from ₹ 7.75 million in Fiscal 2024 to ₹ 7.84 million in Fiscal 2025.
Depreciation and amortisation expense
Our depreciation and amortization expense decreased by 14.98% from ₹ 289.93 million in Fiscal 2024 to ₹ 246.51 million
in Fiscal 2025, a decrease of ₹ 43.42 million due to a decrease in (i) depreciation on tangible assets from ₹ 30.53 million
in Fiscal 2024 to ₹ 29.36 million in Fiscal 2025, (ii) depreciation / amortization on Right of use Assets from ₹ 94.06
million in Fiscal 2024 to ₹ 38.96 million in Fiscal 2025 and (iii) increase in depreciation / amortization on intangible
assets from ₹ 165.33 million in Fiscal 2024 to ₹ 178.14 million in Fiscal 2025
Other expenses
Our other expenses increased by 14.83% from ₹ 351.10 million in Fiscal 2024 to ₹ 403.17 million in Fiscal 2025, an
increase of ₹ 52.07 million, primarily on account of an increase in Service rendered by business associates and others
from ₹ 31.44 million in Fiscal 2024 to ₹ 69.42 million in Fiscal 2025, an increase in Legal and professional fees from
25.48 in Fiscal 2024 to ₹ 54.26 million in Fiscal 2025; an increase in Software development and license charges from ₹
126.66 million in Fiscal 2024 to ₹ 148.09 million in Fiscal 2025; an increase in Business promotion expenses from ₹
13.23 million in Fiscal 2024 to ₹ 24.90 million in Fiscal 2025; an increase in Repairs and maintenance from ₹ 10.85
million in Fiscal 2024 to ₹ 16.29 million in Fiscal 2025; which were partially offset by a decrease in Bad debts written
off from ₹ 51.62 million in Fiscal 2024 to ₹ 0.39 million in Fiscal 2025 and a decrease in Other expenses from ₹ 19.12
million in Fiscal 2024 to ₹ 15.36 million in Fiscal 2025
Profit before tax
As a result of the foregoing, we recorded an increase of 225.13% in our profit before tax, from ₹ 183.14 million in
Fiscal 2024 to ₹ 595.45 million in Fiscal 2025, an increase of ₹ 412.31 million.
Tax expenses
Our tax expenses increased by 346.93% from ₹ 55.61 million in Fiscal 2024 to ₹ 248.54 million in Fiscal 2025. The
increase in our tax expenses in Fiscal 2025 was primarily due to increase in current tax from ₹ 60.43 million in Fiscal
2024 to ₹ 197.84 million in Fiscal 2025.
Profit for the year
As a result of the foregoing, we recorded an increase of 172.02% in our profit for the year from ₹ 127.53 million in Fiscal
2024 to ₹ 346.91 million in Fiscal 2025, an increase of ₹ 219.38 million.
Total Comprehensive Income for the Year
Our total comprehensive income increased by 184.03% from ₹ 120.63 million in Fiscal 2024 to ₹ 342.62 million in Fiscal
2025, an increase of ₹ 221.99 million.
367Fiscal 2024 compared with Fiscal 2023
Income
Total Income
Our total income increased by 1.38% from ₹ 1,979.73 million in Fiscal 2023 to ₹ 2,006.96 million in Fiscal 2024, an
increase of ₹ 27.23 million, primarily on account of increase in our sale of software products from ₹ 859.83 million in
Fiscal 2023 to ₹ 1,073.71 million in Fiscal 2024, which was partially offset by a decrease in our sale of software services
from ₹ 1,091.21 million in Fiscal 2023 to ₹ 909.80 million in Fiscal 2024 and a decrease in our Other Income from ₹
28.69 million in Fiscal 2023 to ₹ 23.99 million in Fiscal 2024.
Revenue from operations
Our revenue from operations increased by 1.64% from ₹ 1,951.04 million in Fiscal 2023 to ₹ 1,982.97 million in Fiscal
2024, an increase of ₹ 31.93 million. Our revenue from sale of services decreased by 16.62% from ₹ 1,091.21 million in
Fiscal 2023 to ₹ 909.80 million in Fiscal 2024. This was primarily on account of decrease in education technology services
by 14.70%. Our revenue from sale of software products increased by 24.81% from ₹ 859.83 million in Fiscal 2023 to ₹
1,073.17 million in Fiscal 2024. This was primarily on account of increase in sale of Assessment & Proctoring Solutions
by 38.46%.
Other Income
Our other income decreased by 16.38% from ₹ 28.69 million in Fiscal 2023 to ₹ 23.99 million in Fiscal 2024, a decrease
of ₹4.70 million. The decrease was primarily on account of a decrease in interest income from ₹ 19.77 million in Fiscal
2023 to ₹ 17.48 million in Fiscal 2024; a decrease in miscellaneous income from ₹ 2.24 million in Fiscal 2023 to ₹ 0.28
million in Fiscal 2024, decrease in gain on sale / redemption of mutual funds (net) from ₹ 0.23 million in Fiscal 2023 to
Nil in Fiscal 2024.
Expenses
Total Expenses
Our total expense has increased by 8.70% from ₹ 1,677.90 million in Fiscal 2023 to ₹ 1,823.82 million in Fiscal 2024, an
increase of ₹ 145.92 million primarily on account of increase in employee benefit expenses and depreciation and
amortization expenses.
Employee benefits expense
Our employee benefits expense increased by 16.34% from ₹ 930.13 million in Fiscal 2023 to ₹ 1,082.14 million in Fiscal
2024, an increase of ₹ 152.01 million, primarily on account of an increase in Salaries, wages and bonus from ₹ 861.28
million in Fiscal 2023 to ₹ 932.54 million in Fiscal 2024 on account of increase in employee headcount from 1,046 in
Fiscal 2023 to 1,080 in Fiscal 2024, an increase in share based payments to employees from Nil in Fiscal 2023 to ₹ 71.52
million in Fiscal 2024, an increase in contribution to provident fund from ₹ 29.00 million in Fiscal 2023 to ₹ 34.34 million
in Fiscal 2024, an increase in staff welfare expenses from ₹ 21.37 million in Fiscal 2023 to ₹ 21.72 million in Fiscal 2024
and an increase in defined benefit plan expenses from ₹ 18.48 million in Fiscal 2023 to ₹ 22.02 million in Fiscal 2024.
Finance costs
Our finance costs decreased by 25.48% from ₹ 135.07 million in Fiscal 2023 to ₹ 100.65 million in Fiscal 2024 due to
reduction in total borrowings from ₹1,180.92 million in Fiscal 2023 to ₹767.25 million in Fiscal 2024 and our exchange
loss attributable to finance costs from ₹ 32.61 million in Fiscal 2023 to ₹ 7.75 million in Fiscal 2024.
Depreciation and amortisation expense
Our depreciation and amortization expense increased by 5.98% from ₹ 273.58 million in Fiscal 2023 to ₹ 289.93 million
in Fiscal 2024, an increase of ₹ 16.35 million due to an increase in (i) depreciation on tangible assets from ₹ 27.90 million
in Fiscal 2023 to ₹ 30.53 million in Fiscal 2024, (ii) depreciation / amortization on intangible assets from ₹ 154.05 million
in Fiscal 2023 to ₹ 165.33 million in Fiscal 2024 and (iii) depreciation / amortization on right of use assets from ₹ 91.40
million in Fiscal 2023 to ₹ 94.06 million in Fiscal 2024
Other expenses
Our other expenses increased by 3.53% from ₹ 339.12 million in Fiscal 2023 to ₹ 351.10 million in Fiscal 2024, an
increase of ₹ 11.98 million, primarily on account of an increase in software development and license charges from ₹
115.20 million in Fiscal 2023 to ₹ 126.66 million in Fiscal 2024, an increase in bad debts written off from Nil in Fiscal
2023 to ₹ 51.62 million in Fiscal 2024; an increase in other expenses from ₹ 7.55 million in Fiscal 2023 to ₹ 19.12 million
in Fiscal 2024; an increase in Statutory audit fees from ₹ 0.65 million in Fiscal 2023 to ₹ 8.25 million in Fiscal 2024; an
368increase in legal and professional fees from ₹ 19.50 million in Fiscal 2023 to ₹ 25.48 million in Fiscal 2024; which were
partially offset by a decrease in service rendered by business associates and others from ₹ 47.54 million in Fiscal 2023 to
₹ 31.44 million in Fiscal 2024 and a decrease in exchange loss from ₹ 65.31 million in Fiscal 2023 to ₹ 6.90 million in
Fiscal 2024.
Profit before tax
As a result of the foregoing, we recorded a decrease of 39.32% in our profit before tax, from ₹ 301.83 million in Fiscal
2023 to ₹ 183.14 million in Fiscal 2024, a decrease of ₹ 118.69 million.
Tax expenses
Our tax expenses decreased by 28.42% from ₹ 77.69 million in Fiscal 2023 to ₹ 55.61 million in Fiscal 2024. The decrease
in our tax expenses in Fiscal 2024 was primarily due to decrease in current tax from ₹ 78.39 million in Fiscal 2023 to ₹
60.43 million in Fiscal 2024.
Profit for the year
As a result of the foregoing, we recorded decrease of 43.10% in our profit for the year from ₹ 224.14 million in Fiscal
2023 to ₹ 127.53 million in Fiscal 2024, a decrease of ₹ 96.61 million.
Total Comprehensive Income for the Year
Our total comprehensive income decreased by 47.61% from ₹ 230.25 million in Fiscal 2023 to ₹ 120.63 million in Fiscal
2024, a decrease of ₹ 109.62 million.
Liquidity and Capital Resources
We have historically financed the expansion of our business and operations primarily through bank loans and internal
accruals.
Cash Flows
The following table summarizes our cash flows for the periods indicated below:
(₹ in million)
Particulars For the three Fiscals
months 2025 2024 2023
period ended
June 30, 2025
Net cash generated from/ (used in) operating activities (47.58) 526.09 557.77 555.88
Net cash (used in)/ generated from investing activities (67.54) 74.68 (155.66) (151.12)
Net cash generated from/ (used in) financing activities 97.14 (564.74) (519.88) (267.35)
Cash and cash equivalents at the end of the period/ year 66.12 84.10 48.07 165.84
Cash flows from operating activities
Three months period ended on June 30, 2025
Net cash used in operating activities for the three months period ended June 30, 2025 was ₹ 47.58 million. Our profit
before tax for the three months period ended June 30, 2025 was ₹ 77.86 million, primarily adjusted for Income tax
expenses of ₹ 17.77 million; Depreciation and amortization expenses ₹ 60.31 million. Primary adjustments in operating
assets and liabilities comprised outflow from Trade receivables and unbilled revenue of ₹ 25.66 million and cash outflow
from Trade payables of ₹ 46.49 million and cash outflow from Other financial liabilities, other liabilities and provisions
of ₹ 33.88 million. Direct taxes paid for the three months period ended June 30, 2025 was ₹ 25.55 million.
369Fiscal 2025
Net cash generated from operating activities was ₹ 526.09 million in Fiscal 2025. Our profit before tax for Fiscal 2025
was ₹ 595.45 million, primarily adjusted for Income tax expenses of ₹ 248.54 million; Depreciation and amortization
expenses ₹ 246.51 million; Finance costs ₹ 45.70 million; Primary adjustments to operating assets and liabilities
comprised cash inflow from Other financial liabilities, other liabilities and provisions of ₹ 124.04 million; cash outflow
from Other financial assets and other assets ₹ 108.98 million. Direct taxes paid for Fiscal 2025 was ₹197.84 million.
Fiscal 2024
Net cash generated from operating activities was ₹ 557.77 million in Fiscal 2024. Our profit before tax for Fiscal 2024
was ₹ 183.14 million, primarily adjusted for Depreciation and amortization expenses ₹ 289.93 million; Finance costs ₹
90.56 million; Share based payments to employees ₹ 71.52 million. Primary adjustments to operating assets and liabilities
comprised cash inflow from Trade payables ₹ 51.76 million; cash outflow from Other financial assets and other assets ₹
67.64 million. Direct taxes paid for Fiscal 2024 was ₹60.43 million.
Fiscal 2023
Net cash generated from operating activities was ₹ 555.88 million in Fiscal 2023. Our profit before tax for Fiscal 2023
was ₹ 301.83 million, primarily adjusted for Depreciation and amortization expenses ₹ 273.58 million; Finance costs ₹
99.28 million; Income tax expenses ₹ 77.70 million. Primary adjustments to operating assets and liabilities comprised
cash inflow from Other financial liabilities, other liabilities and provisions ₹ 51.48 million and cash outflow from Trade
receivables and unbilled revenue ₹ 52.28 million; Other financial assets and other assets ₹ 45.04 million. Direct taxes
paid for Fiscal 2023 was ₹ 78.39 million.
Cash flows used in investing activities
Three months period ended on June 30, 2025
Net cash used in investing activities during the three months period ended June 30, 2025 was ₹ 67.54 million, which
primarily consisted of capital advances paid ₹ 100.00 million, Intangible assets under development of ₹ 36.25 million,
offset by Interest received of ₹ 42.81 million and maturity of fixed deposits of ₹ 30.64 million.
Fiscal 2025
Net cash generated from investing activities Fiscal 2025 was ₹ 74.68 million, which primarily consisted of closure of
right -of-use assets of ₹ 2,305.87 million, sale of property, plant and equipment of ₹ 247.22 million, interest received of
₹ 137.45 million offset by deposits with banks of ₹ 2,442.50 million, purchase of property, plant and equipment of ₹
37.17 million, internal capitalisation of intangible assets of ₹ 137.08 million
Fiscal 2024
Net cash used in investing activities Fiscal 2024 was ₹ 155.66 million, which primarily consisted of purchase of property,
plant and equipment of ₹ 23.15 million, internal capitalisation of intangible assets of ₹ 133.51 million, offset by rental
income of ₹ 6.23 million.
Fiscal 2023
Net cash used in investing activities Fiscal 2023 was ₹ 151.12 million, which primarily consisted of purchase of property,
plant and equipment of ₹ 37.29 million, Internal capitalisation of intangible assets of ₹ 108.76 million, offset by Rental
income of ₹ 6.41 million.
Cash flows from/ used in financing activities
Three months period ended on June 30, 2025
Net cash generated from financing activities during the three months period ended June 30, 2025 amounted to ₹ 97.14
million, which primarily consisted of proceeds from borrowings of ₹ 112.27 million offset by lease liabilities of ₹ 5.95
million and interest paid of ₹ 9.18 million.
Fiscal 2025
Net cash used in financing activities during Fiscal 2025 amounted to ₹ 564.74 million, which primarily consisted of
repayment of borrowings ₹ 634.06 million; interest paid ₹ 45.70 million, offset by proceeds from borrowings of ₹ 132.70
million.
Fiscal 2024
Net cash used in financing activities during Fiscal 2024 amounted to ₹ 519.88 million, which primarily consisted of
repayment of borrowings ₹ 415.76 million; interest paid ₹ 98.31 million, offset by proceeds from borrowings of ₹ 2.08
370million.
Fiscal 2023
Net cash used in financing activities during Fiscal 2023 amounted to ₹ 267.35 million, which primarily consisted of
Repayment of borrowings ₹ 1,295.38 million; interest paid ₹ 131.88 million, offset by proceeds from borrowings of ₹
1,166.20 million.
Financial Indebtedness
The following table sets forth specific information relating to our outstanding indebtedness as of September 30, 2025 for
further information on our indebtedness, see “Financial Indebtedness” on page 377.
(Amount ₹ in million)
Principal amount
Sanctioned amount outstanding
Category of borrowing
(₹ in million) as of September 30, 2025
(₹ in million)
Excelsoft Technologies Limited
Secured loans:
A. Fund Based Limits:
- ICICI Bank
Packing Credit in foreign Currency Working 400.00 150.18
Capital Facilities
- Axis Bank
Cash Credit 360.00 228.81
Total Fund Based (1) 760.00 379.00
B. Non- Fund Based Limits:
Nil Nil Nil
Total Non-Fund Based Limits (2) Nil Nil
Total Secured Loans (3) = (1) + (2) 760.00 379.00
Unsecured loans:
A. Fund Based Limits:
Nil Nil Nil
Total Fund-Based (4) Nil Nil
B. Non-Fund Based Limits:
Nil Nil Nil
Total Non-Fund Based Limits (5) Nil Nil
Total Unsecured (6) = (4) + (5) Nil Nil
Total (7) = (3) + (6) 760.00 379.00
Material Subsidiaries
Secured loans:
A. Fund Based Limits:
Nil Nil Nil
Total Fund Based (8) Nil Nil
B. Non Fund Based Limits:
Nil Nil Nil
Total Non-Fund Based Limits (9) Nil Nil
Total Secured Loans (10) = (8) + (9) Nil Nil
371Unsecured loans:
A. Fund Based Limits:
Nil Nil Nil
Total Fund-Based (11) Nil Nil
B. Non Fund Based Limits:
Nil Nil NIil
Total Non-Fund Based Limits (12) Nil Nil
Total (13) = (10) + (12) Nil Nil
Grand Total (14) = (7) + (13) 760.00 379.00
Contingent Liabilities and Commitments
Contingent liabilities, to the extent not provided for, as of the below mentioned time periods, as determined in accordance
with Ind AS 37, are described below:
(₹ in million)
Particulars
As at June 30,
Fiscal 2024 Fiscal 2023
2025
Fiscal 2025
A. Contingent liabilities
(i) Performance Bank Guarantee 0.37 0.38 0.36 0.34
(ii) Corporate Guarantee given in respect of 3,000.00 3,000.00 - -
loan taken by Pedanta Technologies Private
Limited
(iii) Claims against the Company, not 33.95 33.95 - -
acknowledged as debts*
B. Commitments - - - -
Total 3,034.32 3,034.33 0.36 0.34
*The claims against the Company primarily represent demands arising on completion of assessment proceedings under
the Income-tax Act, 1961. These claims are on account of issues of disallowance of bad-debts, provision for bad-debts,
PF/ESI disallowances, non-payment of GST under RCM, irregular claim of ITC, irregular availment of transitional credit
by wrongly availing input tax credit on food bills. These matters are pending before various tax authorities and the
Management including its tax advisors expect that its position will likely be upheld on ultimate resolution and will not
have a material adverse effect on the Company financial position and results of operations.
For further details of our contingent liabilities, see “Restated Consolidated Financial Information– Annexure VII – Note
37 –Contingent Liabilities” on page 330.
Capital expenditure
For the three months period ended June 30, 2025 and for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, our capital
expenditures (i.e. purchase of property, plant and equipment and internal capitalisation of intangible assets) were ₹5.25
million, ₹174.25 million, ₹ 156.66 million and ₹ 276.12 million, respectively.
Quantitative and Qualitative Disclosures about Market Risk
In the course of our business, our Company is exposed primarily to fluctuations in interest rates, liquidity and credit risk,
which may adversely impact the fair value of our financial instruments. In order to minimise any adverse effects on the
financial performance of the Company, the Company has risk management policies as described below:
Credit risk
Credit risk is the risk that counter party will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. Our Company is exposed to credit risk from its operating activities (primarily trade receivables)
including deposits with banks and financial institutions, foreign exchange transactions, other financial instruments carried
at amortised cost.
372Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial
liabilities that are proposed to be settled by delivering cash or other financial assets. The Company's financial planning
has ensured, as far as possible, that there is sufficient liquidity to meet the liabilities whenever due, under both normal
and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
Our management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the
basis of expected cash flows. This is generally performed in accordance with practice and limits set by the Company.
Market Risk
The Company’s size and operations result in it being exposed to the following market risks that arise from its use of
financial instruments:
Interest rate risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the
risk of changes in fair values of fixed interest bearing investments. Cash flow interest rate risk is the risk that the future
cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.
The Company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company
to cash flow interest rate risk. The Company’s fixed rate borrowings are carried at amortised cost. They are therefore not
subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will
fluctuate because of a change in market.
The Company has availed variable interest rate loan. For further information on our indebtedness, see “Financial
Indebtedness” on page 377.
The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or
loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in
foreign exchange rates. The functional currency of the Company is Indian Rupees.
Foreign currency denominated financial assets and financial liabilities which expose our Company to currency risk are
disclosed below:
(₹ in million)
Particulars For the three Fiscal 2025 Fiscal Fiscal
PPart
months period 2024 2023
ended June 30,
2025
Financial Assets
Trade Receivable 138.30 291.57 222.06 330.95
Bank balances 15.71 11.70 2.54 12.95
Net exposure for assets 154.01 303.27 224.60 343.90
Financial liabilities
Trade payables 231.88 239.54 774.02 1,170.51
Deferred revenue 26.89 73.73 41.30 23.15
Net exposure for liabilities 258.77 313.27 815.32 1,193.66
Net exposure (Assets– (104.76) (10.00) (590.72) (849.76)
Liabilities)
373Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other entities that
would have been established for the purpose of facilitating off-balance sheet arrangements.
Related Party Transactions
We have engaged in the past, and may engage in future, in transactions with related parties, including with our Promoters
and Key Managerial Personnels on an arm’s lengths basis. Such transactions are ordinarily for purchase/ sale transactions
and payments for salary or remuneration, payment of rent and loans and advances. For further information, see “Financial
Information - Related Party Transactions” on page 340.
Changes in accounting policies
There have been no changes in the accounting policies of the Company during the three months period ended June 30,
2025, and during the last three Fiscals.
Auditor observations
There are no qualifications, reservations and adverse remarks by our Statutory Auditor in our Restated Consolidated
Financial Information.
Significant Economic Changes
Other than as described above, to the best of the knowledge of our management, there are no other significant economic
changes that materially affect or are likely to affect income from continuing operations. For further details, please see
“Our Business” and “Risk Factors” on pages 194 and 39, respectively.
Future relationship between cost and income
Other than as described in “Risk Factors’, ‘Our Business” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on pages 39, 194 and 346, respectively, there are no known factors that might affect
the future relationship between costs and revenues.
Unusual or Infrequent Events of Transactions
Except as described in this Prospectus, there have been no other events or transactions that, to our knowledge, may be
described as “unusual” or “infrequent”.
Known Trends or Uncertainties
Our business has been affected and we expect will continue to be affected by the factors identified above in the heading
titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 346 and the
uncertainties described in the section titled “Risk Factors” beginning on page 39 of this Prospectus. To our knowledge,
except as described or anticipated in this Prospectus, there are no known factors which we expect will have a material
adverse impact on our revenues or income from continuing operations.
New products or business segments
Except as set out in this Prospectus, we have not announced and do not expect to announce in the near future any new
business segments other than in the normal course of business.
Seasonality
Our business is not seasonal in nature.
Competitive Conditions
We operate in a competitive environment. Please refer to “Risk Factors”, “Industry Overview” and “Our Business” on
pages 39, 162 and 194, respectively, for further information on our industry and competition.
374Significant Developments after June 30, 2025, that may affect our future results of operations
Except as disclosed in this Prospectus, there are no developments have come to our attention since the date of the Restated
Consolidated Financial Information which materially and adversely affect or are likely to materially and adversely affect
our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next twelve
months.
375CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalization for the three months period ended June 30, 2025, as derived
from our Restated Consolidated Financial Information and as adjusted for the proposed Offer. This table should be read
in conjunction with the sections titled “Risk Factors”, “Financial Information – Restated Consolidated Financial
Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages
39, 272 and 346, respectively.
(₹ in million)
Pre-Offer as at June 30,
Particulars Post Offer*
2025
Borrowings
Current Borrowings (A) 378.16 378.16
Non-current Borrowings (including current maturity) (B) - -
Total Borrowings (C) = (A) + (B) 378.16 378.16
Total Equity
Equity Share Capital (D) 1,000.84 1,150.84
Other Equity (E) 2,758.65 4,257.57
Total Equity (F) = (D) + (E) 3,759.49 5,408.41
Ratio: Non-Current Borrowing/ Total Equity (B)/(F) - -
Debt Equity Ratio: Total Borrowing/ Total Equity (C)/ (F) 0.10 0.07
The above terms carry the meaning as per division II of Schedule III to the Companies Act, 2013 (as amended)
*Subject to finalisation of Basis of Allotment.
Notes:
(a) “As adjusted for the proposed Offer” column in the above table reflects changes in Equity Share Capital and Other
Equity only on account of following adjustments:
(1) The proceeds from the Fresh Offer of ₹ 1,800.00 million out of which ₹ 150.00 million has been adjusted (increase)
towards the Equity Share Capital and
(2) ₹ 1,650.00 million has been adjusted (increase) towards Other Equity
(3) Offer related expenses amounting to ₹ 151.08 million adjusted (decrease) towards Other Equity on account of Offer
376FINANCIAL INDEBTEDNESS
Our Company has availed loans in the ordinary course of business for purposes such as, inter alia, meeting our working
capital requirements. Our Company has obtained the necessary consents required under the relevant loan documentation
for undertaking activities in relation to the Offer, such as, inter alia, effecting a change in our shareholding pattern, change
in the management of our board and amendments in our constitutional documents in connection with or post the Offer.
For details regarding the resolution passed by our Shareholders on October 31, 2024 authorizing the borrowing powers
of our Board, see “Our Management –Borrowing Powers of our Board” on page 249.
As on September 30, 2025, the aggregated outstanding borrowings of our Company and our Material Subsidiaries
amounted to ₹ 379.00 million on a consolidated basis. Set forth below is a brief summary of the borrowings:
(Amount ₹ in million)
Principal amount
Sanctioned amount
Category of borrowing outstanding
as of September 30, 2025
Our Company
Secured loans:
A. Fund Based Limits:
- ICICI Bank
Packing Credit in foreign Currency Working 400.00 150.18
Capital Facilities
-Axis Bank
Cash Credit 360.00 228.81
Total Fund Based (1) 760.00 379.00
B. Non-Fund Based Limits:
Nil Nil Nil
Total Non-Fund Based Limits (2) Nil Nil
Total Secured Loans (3) = (1) + (2) 760.00 379.00
Unsecured loans:
A. Fund Based Limits:
Nil Nil Nil
Total Fund-Based (4) Nil Nil
B. Non-Fund Based Limits:
Nil Nil Nil
Total Non-Fund Based Limits (5) Nil Nil
Total Unsecured (6) = (4) + (5) Nil Nil
Total (7) = (3) + (6) 760.00 379.00
Material Subsidiaries
Secured loans:
A. Fund Based Limits:
Nil Nil Nil
Total Fund Based (8) Nil Nil
B. Non-Fund Based Limits:
Nil Nil Nil
Total Non-Fund Based Limits (9) Nil Nil
Total Secured Loans (10) = (8) + (9) Nil Nil
Unsecured loans:
A. Fund Based Limits:
377Nil Nil Nil
Total Fund-Based (11) Nil Nil
B. Non-Fund Based Limits:
Nil Nil Nil
Total Non-Fund Based Limits (12) Nil Nil
Total (13) = (10) + (12) Nil Nil
Grand Total (14) = (7) + (13) 760.00 379.00
As certified by the Statutory Auditor pursuant to his certificate dated October 26, 2025.
Below are the details regarding the existing indebtedness of the Company:
Sl.No. Lender and Type of Sanctioned Rate of Interest Repayment/Val Pre- Outstanding
Loan Amount (₹ idity Payment/ amount as on
in million) Pre- September 30,
Closure 2025
Charges
1. Axis Bank Limited 360.00 Repo Rate + On Demand 2% + 228.81
Cash Credit 2.50% applicable
taxes for
pre-
payment
within 12
months
2. 3ICICI Bank 400.00 Repo Rate + January 08, - 150.18
. Limited 2.60% 2026
Working Capital For export credit
facility - Packing in ₹:
credit in foreign
currency Cost of Funds
(CoF) plus 1%;
b) For export
credit in foreign
currency:
Cost of Funds
(CoF) plus 1%
(linked to Secured
Overnight
Financing Rate
(SOFR)/
Alternative
Reference Rate
(ARR)).
Principal terms of the subsisting borrowings of our Company:
1. Security: Our facilities are secured by fixed deposits.
2. Restrictive Covenants: Some of the loans availed by our Company contain restrictive covenants which require
prior approval of the lender, or prior intimation to be made to the lender, for specified events or corporate actions,
inter alia:
a. Effect any change in the capital structure or general nature of business;
b. All future borrowings and personal guarantees shall be with the prior written consent of the banks;
378c. Implement any scheme of merger, amalgamation, merger, de-merger, consolidation, re-organisation, buy-back, expansion,
transfer or investment of funds, compromise or reconstruction;
d. Effect any material change in the ownership or control or management of the business of the Borrower or shareholding
pattern or change in key managerial personnel of the Company;
e. Enter into borrowing arrangements either secured or unsecured with any other bank, financial institution, company or person
and;
f. Undertake to wind up, liquidate or dissolve its affairs or take any steps for its voluntary winding up or liquidation or
dissolution or re-organisation;
g. Any amendments in the Company's Memorandum of Association and/or Articles of Association;
h. Details of any event, of any litigation, arbitration or administrative proceedings which is likely to result in the occurrence of
material adverse effect including settlements thereof;
i. Make any investments, provide credit, or issue guarantees or indemnities for any third party's obligations, except for loans
and advances to staff or suppliers in the ordinary course of business.
j. Pay any commission to its promoters, directors, or others for providing guarantees, counter-guarantees, indemnities, or taking
on any obligations related to the Company’s borrowing.
k. Without prior approval of the bank, delisting its shares/ securities from the stock exchanges;
l. The company shall not undertake any new business, operations, projects, diversification, modernization, or substantial
expansion of its existing business or projects during the term of the Facility.
m. Compensation to promoters, directors, members or trustees in the event of loss of office
n. Prepayment of loans to shareholders or directors;
o. Declare dividends, make any distribution of profits, or permit the withdrawal of funds in the event of default.;
p. Effect any change in the statutory auditors; and
q. Enter into related party transactions.
This is an indicative list and there may be such other additional terms under the various borrowing arrangements entered
into by our Company.
3. Cross-default: In terms of our facility agreements and sanction letters the following, among others, constitute as a
cross-default:
a. Any event, condition or circumstance having material adverse effect;
b. Impaired ability to fulfill the loan obligations; or
c. Default in payment by the Group Company or associate company towards their indebtedness.
4. Events of Default: In terms of our facility agreements and sanction letters the following, among others, constitute
events of default:
a. Failure or inability to pay amount on due dates;
b. Breach of any covenant, condition, agreement in the loan/facility agreement;
c. Receipt of notice or action relation to liquidation, dissolution, bankruptcy, insolvency, legal proceedings, etc.;
d. Change in control without the prior approval of the bank;
e. Any information or representation made is materially incorrect or misleading; and/or
f. Security is deemed ineffective or Transaction documents become illegal or invalid.
5. Consequences of occurrence of events of default: The consequences of occurrence of events of default under our
facility agreements and sanction letters are, among others, as follows, whereby the lenders may:
a. Terminate the facility/ loan agreements;
b. Suspend further access to/ drawals by our Company of the facilities;
379c. Take possession of the security including have the right to seize, sell, or dispose of the Company's charged assets
without being liable for any losses in the process;
d. Declare any or all amounts under the facility, either whole or in part, as immediately due and payable to the
lender including interest and/or additional interest payable;
e. Lender can engage in legal proceedings, and use proceeds to repay the loan;
f. Conversion of loan into equity; and/or
g. Seek additional interest.
Exercise its authority to influence and review the management structure, board appointments, and financial decisions of
the Company, including appointment and reappointment of key personnel, board representatives, observer, auditors, and
conversion of loans into equity and/or other securities. For the purpose of the Offer, our Company has intimated and
obtained necessary consents from the lender, as required under the relevant facility documentations for undertaking
activities relating to the Offer including consequent actions, such as change in the capital structure, change in the
shareholding pattern of our Company and/or change in management, amendments to the Articles of Association of our
Company, etc. The Company hereby confirms that there is no past default on any borrowings.
In addition to the above, our Company has provided a corporate guarantee vide a Guarantee Agreement dated May 06,
2024 to our Corporate Promoter Pedanta Technologies Private Limited. This is in relation to a debenture trust deed dated
May 06, 2024, under which Pedanta Technologies Private Limited has alloted 30,000 secured, unlisted, redeemable
debentures, non-convertible, each bearing a face value of ₹ 0.10 million aggregating to ₹ 3,000.00 million to Vistra ITCL
(India) Limited (Debenture Trustee).
Vide term sheet dated March 01, 2024 with our Corporate Promoter Pedanta Technologies Private Limited being the
Borrower and Investec Bank PLC being the Lender having a repayment Tenor of 48 months with moratarium of 12
months which will be utilized for the following purposes:
a. Refund of lease deposits to Excelsoft: Up to ₹ 2,450.00 million.
b. Purchase of identified immovable assets: Up to ₹ 250.00 million.
c. General corporate purposes and transaction fees and expenses to the extent paid by the Borrower: Up to ₹ 300.00
million
The terms of the Deed of Corporate Guarantee dated May 06, 2024 are as follows: -
1. This Guarantee is unconditional and irrevocable.
2. On failure of the Company to pay or discharge any part of its obligation, the Guarantor will have to within 5 business
days fulfill such obligation on receipt of the Demand Certificate from the Debenture Trustee.
3. Demand Certificate compliance is a conclusive proof of the liability of the guarantor is accrued.
4. In case of conflict, the Debenture Trust deed will take precedence.
5. The Guarantor shall jointly and severally indemnify the Debenture Trustee and Secured Party against any and all
necessary actual, suffered and paid costs. - obligation shall not arise in case of non-compliance of the Denture Trustee
6. The default interest shall be payable by the Guarantor.
7. To give effect to this guarantee, the Debenture Trustee and Holder will treat the Guarantor as the principal debtor.
8. All clearance for this guarantee shall be taken by the Guarantor.
9. Guarantor cannot assign or transfer this agreement.
The corporate guarantee was provided by mortgaging 2 properties, namely Plot No. 39 P3, Koorgalli Industrial Area,
Mysore- 571606 Karnataka, India and Plot No 40-P-1, Survey No.101, Koorgally Industrial Area, 3rd Phase, Mysore-
570 018 Karnataka, India.
Further, Our Corporate Promoter vide their board resolution dated May 19, 2025 has approved that the proceeds receivable
pursuant to the Offer for Sale by our Corporate Promoter will be utilised only towards the repayment of ₹3,000.00 million
availed from Investec Bank PLC.
For risks in relation to the financial and other covenants required to be complied with in relation to our borrowings, see
“Risk Factors – We have incurred indebtedness which exposes us to various risks which may have an effect on our
business and results of operations” on page 43.
380SECTION VI – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as disclosed in this section, there are no outstanding (i) criminal proceedings (including matters which are at FIR
stage even if no cognizance has been taken by any court) involving our Company, its Material Subsidiaries, our Promoters
and Directors (“Relevant Parties”); (ii) action taken (including all disciplinary actions, penalties and show cause
notices)by regulatory or statutory authorities involving the Relevant Parties, Key Managerial Personnel or Senior
Management; (iii) claims related to direct and indirect taxes (disclosed in consolidated manner) involving the Relevant
Parties, Key Managerial Personnel or Senior Management; (iv) criminal proceedings involving our Key Managerial
Personnel or Senior Management ; and (iv) other pending litigation as determined to be material as per the materiality
policy adopted by our Board in accordance with SEBI ICDR Regulations. Further, there are no disciplinary actions
including penalty imposed by the SEBI or stock exchanges against our Promoters in the last five Fiscals including any
outstanding action.
For the purpose of identification of material litigation in (iv) above, our Board pursuant to the Board resolution dated
October 26, 2025, has considered and adopted the following policy on materiality with regard to outstanding litigation to
be disclosed by our Company in this Prospectus:
All outstanding litigation involving the Relevant Parties , other than criminal proceedings (including matters which are at
FIR stage even if no cognizance has been taken by any court), actions (including all disciplinary actions, penalties and
show cause notices)by regulatory authorities and statutory authorities against the Relevant Parties, tax matters
involving the Relevant Parties regarding claims related to direct and indirect taxes, would be considered ‘material’ if :
(i) aggregate monetary amount of claim/dispute amount/liability involved whether by or again the Relevant Parties in any
such pending litigation is in excess of the lower of the following is above a materiality threshold of (a) 2% of the net
worth of the Company as per the last audited Restated Consolidated Financial Information, except in case the arithmetic
value of the net worth is negative or, (b) ₹ 2% of turnover of the Company as per the last audited Restated
Consolidated Financial Information and (c) 5% of the average of absolute value of profit or loss after tax of the Company
as per the last three audited Restated Consolidated Financial Information (“Materiality Threshold”); or (ii) such matters
which may have a significant effect on the business, operations, financial condition, prospects, reputation, results of
operations or cash flows of the Company irrespective that the amount involved in such litigation (including any litigation
under the Insolvency and Bankruptcy Code, 2016) may not meet the materiality threshold in (i) above, or such matters
where the aggregate monetary amount of claim/dispute amount/liability involved is not quantifiable. This will also include
civil litigations where the decision in one case is likely to affect the decision in similar cases even though the amount
involved in an individual litigation may not exceed the materiality threshold. Accordingly, 5% of the average of absolute
value of restated profit for the year, based on the Restated Consolidated Financial Information of the preceding three
Fiscals disclosed in this Prospectus, i.e., ₹ 11.64 million has been considered as the materiality threshold
For the aforementioned purposes, pre-litigation notices received by Relevant Parties (excluding notices issued by statutory
authorities or regulatory authorities or tax authorities), have not been considered as litigation until such time that the
Relevant Parties are not impleaded as a defendant in the litigation proceedings before any judicial forum. We have also
disclosed matters relating to direct and indirect taxes involving the Relevant Parties in a consolidated manner giving
details of number of cases and total amount involved in such claims.
Except as stated in this section, there are no material outstanding dues to creditors of our Company. For this purpose, our
Board has pursuant to the Board resolution dated October 26, 2025, considered and adopted a policy of materiality for
identification of material outstanding dues to creditors. In terms of this materiality policy, outstanding dues to any creditor
of our Company having a monetary value which exceeds 5% of our trade payables (excluding provisions) as of June 30,
2025, shall be considered as ‘material’. Accordingly, as on June 30, 2025, any outstanding dues exceeding ₹ 2.93 million
have been considered as material outstanding dues for the purposes of disclosure in this section. For outstanding dues to
any micro, small or medium enterprise, the disclosure shall be based on information available with our Company
regarding the status of the creditor as defined under the Micro, Small and Medium Enterprises Development Act, 2006
as amended, read with the rules and notification thereunder.
Unless otherwise specified, the terms defined in the description of a particular litigation matter pertain to such matter
only.
Litigation against our Company
A. Outstanding criminal proceedings
Nil
381B. Actions initiated by regulatory or statutory authorities
Nil
C. Outstanding civil litigation
Nil
Litigation by our Company
A. Outstanding criminal proceedings
Nil
B. Actions initiated by regulatory or statutory authorities
Nil
C. Outstanding civil litigation
Nil
Litigation against our Subsidiaries
A. Outstanding criminal proceedings
Nil
B. Actions initiated by regulatory or statutory authorities
Nil
C. Outstanding civil litigation
Nil
Litigation by our Subsidiaries
A. Outstanding criminal proceedings
Nil
B. Actions initiated by regulatory or statutory authorities
Nil
C. Outstanding civil litigation
Nil
Litigation against our Promoters
A. Outstanding criminal proceedings
Nil
B. Actions initiated by regulatory or statutory authorities
Nil
382C. Outstanding civil litigation
Nil
Litigation by our Promoters
A. Outstanding criminal proceedings
Nil
B. Actions initiated by regulatory or statutory authorities
Nil
C. Outstanding civil litigation
Nil
Litigation against our Directors (other than our Promoters)
A. Outstanding criminal proceedings
Special Leave Petition (CRL) (“SLP”) No. 1770 of 2024 before the Supreme Court of India in the matter of Adithya
Desiraju vs Srilakshmi Desiraju
The said Special Leave Petition filed by the Petitioner in the SLP (the Respondent in the High Court Judgement) is arising
out of the judgement dated September 05, 2024 passed by the Hon’ble High Court of Karnataka in Criminal Petition No.
5623/2023 (“High Court Judgement”) under section 482 of the CrPC for quashing the criminal proceedings in C.C No.
3970/2021. The High Court Judgment was passed in favour of our Independent Director Srilakshmi Desiraju, the
Respondent, who is the former spouse of the Petitioner.
Pursuant to the petition filed by our Independent Director in the Hon’ble High Court of Karnataka, the High Court
Judgement was passed in her favor stating that the complaint filed by the Petitioner before the Judicial Magistrate Court
cannot be continued for prosecution against our Independent Director as the case in the said complaint was quashed by
the Hon’ble High Court of Karnataka against the remaining accused of the original criminal complaint. The Hon’ble High
Court of Karnataka stated that the present Petitioner (the Respondent in the High Court Judgement) has entered into a
settlement agreement with the remaining accused of the criminal compliant as well as the relevant company and pursuant
to such settlement the criminal case was quashed against the directors of the Company and as such the Petitioner (the
Respondent in the High Court Judgement) cannot proceed against our Independent Director considering the settlement.
Aggrieved by the High Court Judgement, the Petitioner has filed the present SLP before the Supreme Court of India and
the next date of hearing is tentatively listed for December 01, 2025.
B. Actions initiated by regulatory or statutory authorities
Nil
C. Outstanding civil litigation
Nil
Litigation by our Directors (other than our Promoters)
A. Outstanding criminal proceedings
Nil
383B. Actions initiated by regulatory or statutory authorities
Nil
C. Outstanding civil litigation
Nil
As on the date of this Prospectus, there are no criminal matters initiated by or against the Company, its Subsidiaries,
directors and/or promoters which are at First Information Report (“FIR”) stage.
Litigation against our Key Managerial Personnel and Senior Management
A. Outstanding criminal proceedings
Nil
B. Actions initiated by regulatory or statutory authorities
Nil
C. Outstanding civil litigation
Nil
Litigation by our Key Managerial Personnel and Senior Management
A. Outstanding criminal proceedings
Nil
B. Actions initiated by regulatory or statutory authorities
Nil
C. Outstanding civil litigation
Nil
Litigation by and against our Material Subsidiaries
As on date of this Prospectus, there are no outstanding litigations by or against our Material Subsidiaries.
Tax Proceedings
Except as disclosed below, there are no outstanding tax proceedings involving our Company, Material Subsidiaries,
Directors or Promoters:
Nature of the cases Number of cases Amount * (₹ in million)
Direct Taxes
Our Company 2 Amount not ascertained
Material Subsidiaries Nil Nil
Directors (Other than our Promoters) 2 0.10*
Promoters 1 9.82*
KMPs and SMPs Nil Nil
Indirect Taxes
Our Company 1 3.50*
Material Subsidiaries Nil Nil
Directors (Other than our Promoters) Nil Nil
384Promoters Nil Nil
KMPs and SMPs Nil Nil
Total 6 13.42
* Tax Demand on Direct and Indirect Taxes includes Tax & Penalty.
Outstanding dues to creditors
As per the Materiality Policy, creditors to whom an amount exceeding ₹ 2.93 million, which is 5% of the total consolidated
trade payables of our Company as of the end of the most recent period covered in the Restated Consolidated Financial
Information, i.e. as of June 30, 2025, were considered ‘material’ creditors. Based on the above, there is 1 material creditors
of our Company as on June 30, 2025. Based on this criterion, details of outstanding dues (trade payables) owed to micro,
small and medium enterprises (as defined under Section 2 of the Micro, Small and Medium Enterprises Development
Act, 2006), material creditors and other creditors, as at June 30, 2025 by our Company, are set out below:
Types of creditors Number of creditors Amount (₹ in million)
Material creditors 1 5.62
Micro, small and medium enterprises 4 0.08
Other creditors* 62 52.99
Total 67 58.69
*Other Creditors include Accrued expenses of ₹ 42.83 million
The details pertaining to net outstanding dues towards our material creditors are available on the website of our Company
at www.excelsoftcorp.com.
Material developments
Except as otherwise disclosed in “Management’s Discussion and Analysis of Financial Conditions and Results of
Operations” on page 346, no circumstances have arisen, since the date of last Restated Consolidated Financial Information
disclosed in this Prospectus, that could materially and adversely affect or are likely to affect, our trading, our operations
or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months.
385GOVERNMENT AND OTHER STATUTORY APPROVALS
Our business requires various approvals issued by relevant central and state authorities under various rules and
regulations. We have set out below an indicative list of all material approvals required by our Company and our Material
Subsidiaries, as applicable (“Material Approvals”), for the purposes of undertaking our business activities and
operations. In view of such Material Approvals, our Company can undertake the Offer and its current business activities.
Some of these may expire in the ordinary course of business, the applications for renewal of which are submitted in
accordance with applicable procedures and requirements.
For details of risk associated with not obtaining or delay in obtaining any requisite approvals, see “Risk Factors We
require specific approvals or licenses in the ordinary course of business and the failure to renew, obtain or retain them
in a timely manner, or at all, may adversely affect our operations.” on page 75. For further details in connection with the
regulatory and legal framework within which we and our Material Subsidiaries operate, see “Key Regulations and
Policies” on page 219. For the approvals and authorisations obtained by our Company in relation to the Offer, see “Other
Regulatory and Statutory Disclosures –Authority for the Offer” on page 397. For incorporation details of our Company,
see “History and Certain Other Corporate Matters” on page 227 and for incorporation details of our Material
Subsidiaries, see “Our Subsidiaries” on page 236.
I. Approvals in Relation to the Offer -
A. Corporate Approvals
1) Our Board has, pursuant to a resolution passed at its meeting held on February 05, 2025 authorized the Offer.
2) Our shareholders have pursuant to a resolution passed at their meeting February 12, 2025 under Section 62(1)(c) of
the Companies Act 2013, authorized the Offer.
B. In-Principle Approval from the Stock Exchange
The Company has obtained the In-Principle Approval from BSE and NSE for listing our Equity Shares under the Offer
pursuant to both letters dated April 17, 2025 bearing reference no. LO\IPO\AG\IP\23\2025-26 and NSE/LIST/5297,
respectively.
C. Agreements with CDSL and NSDL
1) Tripartite agreement dated November 28, 2024 entered amongst our Company, the Central Depository Services
(India) Limited (“CDSL”) and the Registrar and Transfer Agent.
2) Tripartite agreement dated November 28, 2024 amongst our Company, the National Securities Depository Limited
(“NSDL”) and the Registrar and Transfer Agent.
II. Incorporation Details of our Company
1) Our Company
a. Corporate Identification Number: U72900KA2000PLC027256
b. Certificate of Incorporation dated June 12, 2000 issued by the Registrar of Companies, Bangalore at Karnataka, in
the name of “Excelsoft Technologies Private Limited”.
c. Fresh Certificate of Incorporation dated September 17, 2024 issued by the Registrar of Companies, Bangalore at
Karnataka in the name of Excelsoft Technologies Limited, pursuant to conversion from a private company to a
public company.
3862) Our Material Subsidiaries
a. Excelsoft Technologies Inc.
(i) Delaware Corporation Number: 5206189
(ii) Certificate of Incorporation dated August 29, 2012 issued by Division of Corporations, Secretary of State, State of
Delaware
(iii) Foreign Corporate Certificate of Registration under the General Laws, Chapter 156D, Section 15.03, 950 CMR
113.48 issued by the Commonwealth of Massachusetts.
b. Excelsoft Technologies Pte. Ltd.
(i) Unique Entity Number: 200305433Z
(ii) Certificate of Incorporation dated June 12, 2003 issued by Asst. Registrar of Companies & Business Names,
Accounting and Corporate Regulatory Authority, Singapore.
III. Under Direct and Indirect Tax Laws of our Company
1) Our Company
a. Permanent Account Number: AAACE7999R
b. Tax Deduction Account Number: BLRE01188F
c. Central Excise Registration No. AAACE7999REM001, for operating as an export-oriented unit for its business
carried out at its Registered Office.
d. Goods and Services Tax (Central): 29AAACE7999R2ZC
e. Goods and Services Tax (Mysuru): 29AAACE7999R1ZD
f. Goods and Services Tax (Hyderabad): 36AAACE7999R1ZI
g. Goods and Services Tax (Noida): 09AAACE7999R1ZF
h. Service Tax Code: AAACE7999RST001
i. Central Sales Tax Registration (TIN): 29400020453
j. Registration under Karnataka Tax on Professions, Trades, Callings and Employments Act, 1976 issued to our
Company on May 03, 2011, bearing Registration No. 364167245
k. Registration under Telangana Tax on Professions, Trades, Callings and Employments Act, 1987 bearing
Registration No. 36312184546, issued on March 13, 2024.
2) Our Material Subsidiaries
a. Excelsoft Technologies Inc.
Employment Identification Number: 46-1278817 issued by Department of Treasury, Internal Revenue Service,
United States of America.
b. Excelsoft Technologies Pte. Ltd.
(i) Certificate of Residence for purpose of the Singapore-India DTA bearing Tax Reference Number-200305433Z
issued by the Corporate Tx Division for Comptroller of Income Tax, Singapore.
(ii) Certificate of Goods and Service Tax Registration No. 200305433Z issued by Goods and Service Tax Division for
387Comptroller of Goods and Service Tax, Singapore.
IV. Under Industrial and Labour Law our Company and Material Subsidiaries
1) Our Company
a. Registration under Employees Provident Fund and Miscellaneous Provisions Act, 1952: Establishment Code:
KNMYS0022463000
b. Registration under Employees Provident Fund and Miscellaneous Provisions Act, 1952: Establishment Code:
MRNOI0040076000 for Noida.
c. Registration under Employees State Insurance Corporation Act, 1948 for business premises at Mysore and covering
employees at Mysore, Karnataka, bearing Employer Code Number: 53000274430000911.
d. Registration under Employees State Insurance Corporation Act, 1948 for business premises at Noida, bearing
Employer Code Number: 67000396140001008.
e. Registration under Employee State Insurance Corporation for business premises at Hyderabad bearing Employer
Code Number: 52530274430010911.
f. Shops and establishment registration certificate under Shops and Commercial Establishment Act, 1961 issued by
the Government of Karnataka- Department of Labour to our Company, for our office premises at 1B, Hootagalli
Industrial Area, Mysore- 570018 Karnataka, India, bearing registration no. MY4/67/CE/0008/2000, effective since
June 13, 2011 and valid till December 31, 2028.
g. Shops and Establishment registration certificate under the Uttar Pradesh Shops and Commercial Establishment Act,
1962 issued by the Government of Uttar Pradesh – Labour Department for our office premises at A42/6 Suite No.
401, Sector- 62, Noida, Gautam Budh Nagar bearing registration no. UPSA10722187, effective since December 16,
2006 and valid till March 31, 2026.
h. Certificate of Registration under the Contract Labour (Regulation and Abolition) Act, 1970 issued by the
Government of Karnataka, Department of Labour, originally dated August 7, 2012 and last amended on September
24, 2024.
2) Our Material Subsidiaries
Nil
V. Other Registration and Certificates of the Company and Material Subsidiaries
1) Our Company
a. Legal Entity Identifier Code issued by Legal Entity Identifier India Limited, bearing registration number
3358005YTZLO3RMC5K31, issued on June 06, 2023, with renewal date of June 06, 2024 and automated renewal valid
till June 06, 2028
b. Udyam Registration Number- UDYAM-KR-22-0000304 issued by the Ministry of Micro Small and Medium
Enterprises
c. Importer-Exporter Code issued by the Ministry of Commerce & Industry, Directorate General of Foreign Trade,
Government of India- IEC: 0700013784
d. Letter of Permission No. EIG/EXCELSOFT/GEN/8150 dated originally dated September 09, 2000, currently up to
September 04, 2025 issued by Software Technology Parks of India (“STPI”), Ministry of Electronics & Information
Technology, Government of India.
2) Our Material Subsidiaries
Nil
388VI. Material approvals or renewals for which applications are currently pending before relevant authorities for
our Company and Material Subsidiaries
There are no pending approvals or licenses which the Company or our Material Subsidiaries have applied for or are
yet to apply pertaining to the business of the Company and Material Subsidiaries, respectively.
VII. Intellectual Property related approvals of our Company and Material Subsidiaries
1) Our Company
a. Trademark (details are hereunder)
The following are the Company’s trademarks registered under Trade Marks act, 1999 as of the date of this Prospectus are
as follows-
S Logo Trademark Class Application Date of Expiry Registration
N Type Number Application Status
o.
1. Device 09 2241309 29/11/2011 29/11/2031 Registered
2. Device 09 2241310 29/11/2011 29/11/2031 Registered
3. LearnActiv Word 09 2241311 29/11/2011 29/11/2031 Registered
4. Device 09 2241312 29/11/2011 29/11/2031 Registered
5. Device 09 2241313 29/11/2011 29/11/2031 Registered
6. Excel School Word 09 2241314 29/11/2011 29/11/2031 Registered
Solutions
7. Device 16 2241317 29/11/2021 29/11/2031 Registered
8. Device 41 2241320 29/11/2011 29/11/2031 Registered
9. Device 41 2241323 29/11/2011 29/11/2031 Registered
10. Word 41 2241324 29/11/2011 29/11/2031 Registered
11. Excel School Word 41 2241325 29/11/2011 29/11/2031 Registered
Solutions
38912. Device 42 2241329 29/11/2011 29/11/2031 Registered
13. Device 42 2241330 29/11/2011 29/11/2031 Registered
14. Excel School Word 42 2241331 29/11/2011 29/11/2031 Registered
Solutions
15. EXCELSOFT Word 09 2354993 27/06/2012 27/06/2032 Registered
16. Device 09 2354994 27/06/2012 27/06/2032 Registered
17. EXCELSOFT Word 16 2354995 27/06/2012 27/06/2032 Registered
18. Device 16 2354996 27/06/2012 27/06/2032 Registered
19. EXCELSOFT Word 41 2354997 27/06/2012 27/06/2032 Registered
20. Device 41 2354998 27/06/2012 27/06/2032 Registered
21. EXCELSOFT Word 42 2354999 27/06/2012 27/06/2032 Registered
22. Device 42 2355000 27/06/2012 27/06/2032 Registered
23. Device 09 UK0000236934 31/07/2004 29/07/2034 Registered
0
24. Device 42 UK0000236934 31/07/2004 29/07/2034 Registered
0
25. Device 09 1111042# 12/06/2002 12/06/2012 Registered#
26. Device 41 1822079 26/05/2009 26/05/2029 Registered
27. Excel Assess Word 41 5644439 12/10/2022 12/10/2032 Registered
28. Excel Read Word 35 5645980 13/10/2022 12/10/2032 Registered
29. Excel Read Word 41 5646193 13/10/2022 12/10/2032 Registered
30. Excel Proctor Word 35 5645741 13/10/2022 12/10/2032 Registered
31. Excel Proctor Word 41 5645754 13/10/2022 13/10/2032 Registered
32. Excel Proctor Word 42 5645764 13/10/2022 12/10/2032 Registered
33. Excel Word 35 5648055 14/10/2022 13/10/2032 Registered
Collegesuccess
34. Excel Word 41 5645699 13/10/2022 13/10/2032 Registered
Collegesuccess
35. Excel Word 42 5645713 13/10/2022 12/10/2032 Registered
Collegesuccess
36. Excel Eval Word 35 5647273 14/10/2022 13/10/2032 Registered
37. Excel Eval Word 41 5647348 14/10/2022 14/10/2032 Registered
38. Excel Eval Word 42 5647402 14/10/2022 14/10/2032 Registered
39. Excel Exceed Word 35 5648032 14/10/2022 14/10/2032 Registered
39040. Device 16 816085* 24/08/2018 24/08/2028 Registered
41. Excel Assess Word 42 5644535 12/10/2022 12/10/2032 Registered
42. Excel Read Word 42 5646220 13/10/2022 13/10/2032 Registered
# The trademark registry reflects the device mark as ‘Registered’ under the name of the Company, however we have not
filed any renewal for the same and as such, due to non-renewal the mark might get abandoned in the near future.
* The device trademark is registered under class 16 in the name of Dhananjaya Sudhanva (trading
as partnership firm), bearing the registration number 816085 and having its validity till August 24, 2028. The same has
been assigned to the Company vide a Deed of Assignment dated September 17, 2024. The said Assignment Agreement
has been entered into between Dhananjaya Sudhanva and the Company. The Company has filed the necessary form to
change the proprietor's name with the Trademark Registry, but the same is yet to reflect in the records of the trademark
registry.
Our Company has the following trademarks which are applied for registration:
S Logo Trademark Class Application Date of Status as on date of
No. Type Number Application this Prospectus
1. AI-LEVATE Word 35 6562721 06/08/2024 Formalities Chk Pass
2. Device 35 6628774 17/09/2024 Formalities Chk Pass
3. AI-LEVATE Word 42 6562752 06/08/2024 Formalities Chk Pass
4. Device 42 6628792 17/09/2024 Formalities Chk Pass
5. AI-LEVATE Word 9 6562691 06/08/2024 Formalities Chk Pass
6. Device 9 6628745 17/09/2024 Formalities Chk Pass
7. AI-LEVATE Word 41 6628785 06/08/2024 Formalities Chk Pass
8. AI-LEVATE Word 41 6562617 05/08/2024 Formalities Chk Pass
The following are the Company’s trademarks Applied under Trade Marks act, 1999 as of the date of this
Prospectus but Objected/Opposed
S.No. Logo Trademark Class Application Date of Status Reasons for
Type Number Application Objection
1. Device 16 2241315 29/11/2011 Objected 1. Lacks
distinctiveness
2. Similar/identica
l mark already
registered;
3. Likely to
mislead due to
similarity.
2. LearnActiv Word 16 2241316 29/11/2011 Objected 1. Lacks
distinctiveness
2. Similar/identica
l mark already
registered;
3913. Likely to
mislead due to
similarity.
3. Device 16 2241318 29/11/2011 Objected Consists
exclusively of
marks or
indications which
may serve in trade
to designate the
kind, quality,
quantity, intended
purpose, values,
geographical origin
or the time of
production of the
goods or rendering
of the service or
other characteristics
of the goods or
service.
4. Excel School Word 16 2241319 29/11/2011 Objected 1. Lacks
Solutions distinctiveness
2. Similar/identica
l mark already
registered;
3. Likely to
mislead due to
similarity.
5. Device 41 2241321 29/11/2011 Objected 1. Lacks
distinctiveness
2. Similar/identica
l mark already
registered;
3. Likely to
mislead due to
similarity.
6. LearnActiv Word 41 2241322 29/11/2011 Objected 1. Lacks
distinctiveness
2. Similar/identica
l mark already
registered;
3. Likely to
mislead due to
similarity.
7. Device 42 2241326 29/11/2011 Objected 1. Lacks
distinctiveness
2. Similar/identica
l mark already
registered;
3. Likely to
mislead due to
similarity.
4. Specific
amendment
requested – To
remove the
words –
392‘PROGRAMMI
NG,
DEVELOPME
NT,
INSTALLATI
ON,
MAINTENAN
CE, REPAIR
AND
UPDATING’
from the
specification of
services by way
of TM-16.
8. Device 42 2241327 29/11/2011 Objected 1. Lacks
distinctiveness
2. Similar/identica
l mark already
registered;
3. Likely to
mislead due to
similarity.
9. LearnActiv Word 42 2241328 29/11/2011 Objected 1. Lacks
distinctiveness
2. Similar/identica
l mark already
registered;
3. Likely to
mislead due to
similarity.
In addition, the trademark application no. 5642809 under class 35 for the word mark ‘Excel Assess’ was refused by the
trademark registrar, pursuant to which our Company has filed an application for review of the decision of the registrar on
June 11, 2025. The matter is currently pending decision.
b. Copyright registrations and applications.
(i) Our Company has received a copyright registration dated November 05, 2002, bearing no. SW-975/2002 issued by
the Copyright Office, Government of India for software titled Freedom-Total E-Learning Solution, under the
language of HTML, ASP, Javascript, SQL Server 7.0. The software has been authored by Deepak Vashdev, K.P.H
Narayana, and Chandrahas Poojary, who are employees of our Company at the time of registration of the Copyright.
As per Section 22 of the Copyright Act, 1957 i.e., the validity of the copyright extends to the lifetime of the author
and 60 years from the death of the author, beginning from the immediate next calendar year.
(ii) Our Company has received a copyright registration certificate for SARAS LMS Training Management- Software
Solution (computer program) from the Ministry of Culture Sports and Tourism, Vietnam- Copyright office. The
certificate was issued on June 28, 2018, bearing registration number 3195/2018/QTG.
c. Domain Registration
As on date of this Prospectus, we have 121 domain names registered in our name.
2) Our Material Subsidiaries
Nil
393VIII. Material approvals expired and renewal to be applied for by our Company and Material Subsidiaries:
As on the date of this Prospectus, there are no material approvals that have expired or have not been renewed by our
Company or our Material Subsidiaries.
IX. Material approvals required but not obtained or applied for by our Company and Material Subsidiaries:
As on the date of this Prospectus, there are no material approvals which our Company or our Material Subsidiaries
are required to obtain or apply for, but which have not been obtained or been applied for.
394OUR GROUP COMPANY
Pursuant to Board resolution dated October 26, 2025, our Board formulated a policy for identification of group companies
(“Materiality Policy”) and has noted that in accordance with the SEBI ICDR Regulations, the term “Group Companies”,
includes (i) such companies (other than promoter(s) and subsidiary(ies), if any) with which there were related party
transactions during the period for which financial information is disclosed, in accordance with Ind AS 24, as disclosed in
the Restated Consolidated Financial Information (“Relevant Period”), including any additions or deletions in such
companies, after the Relevant Period and until the date of the respective offer documents; and (ii) any other companies
considered material by the Board of Directors, in accordance with the Materiality Policy.
Accordingly, based on the parameters outlined above, as on the date of this Prospectus, our board has identified Messier
4 Private Limited as the Group Company of the Company.
In accordance with the SEBI ICDR Regulations, specific financial information with respect to: (i) reserves (excluding
revaluation reserve); (ii) sales; (iii) profit after tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net
asset value, (“Certain Financial Information”) of the Group Company, based on their audited financial statements for the
preceding three financial years, shall be hosted on the website of our Company, as indicated below.
Our Company is providing a link to the website solely to comply with the requirements specified under the SEBI ICDR
Regulations. Such financial information of the Group Company and other information provided on such website do not
constitute a part of this Prospectus and should not be relied upon or used as a basis for any investment decision. In
accordance with the SEBI ICDR Regulations, details of the Group Company are as set out below.
1. Messier 4 Private Limited
Registered Office
The Registered Office of Messier 4 Private Limited is situated at #2907, 3rd Main Road, V.V. Mohalla, Mysore, Mysore,
Mysore, Karnataka, India, 570002
Certain Financial Information derived from the audited financial statements of Messier 4 Private Limited for the last three
financial years applicable to it are available at www.excelsoftcorp .com.
Nature and extent of interest of our Group Company
Our Group Company does not have any interest in :
a. in the promotion of our Company.
b. in the properties acquired by our Company in the preceding three years before filing this Prospectus or proposed to be
acquired by our Company
c. in the properties acquired in the three years preceding the filing of this Prospectus or proposed to be acquired by our
Subsidiaries
Common Pursuits
As on the date of this Prospectus, there are no common pursuits between our Company and the Group Company.
Related business transactions with our Group Company and significance on the financial performance of our
Company
Other than disclosed in “Summary of the Offer Document – Summary of Related Party Transactions” and the “Restated
Consolidated Financial Information – Note 34- Related Party Transactions” on pages 26 and 316, there are no other
related business transactions between our Group Company and our Company which are significant to the financial
performance of our Company.
395Business interests or other interests
Except in the ordinary course of business and as disclosed in “Related Party Transactions” on page 340, our Group
Company do not have any business interest in our Company.
Other Confirmations
Our Group Company does not have their securities listed on a stock exchange. Further, our Group Company has not made
any public or rights issue of securities in the three years preceding the date of this Prospectus.
396OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
The Offer has been authorised by our Board of Directors pursuant to the resolution passed at its meeting dated February
05, 2025 and our Shareholders have authorized the Fresh Offer pursuant to special resolution dated February 12, 2025.
Further, our Board has taken on record the consent of the Selling Shareholder to participate in the Offer for Sale pursuant
to its resolution dated February 05, 2025 for filing with the RoC, the SEBI and the Stock Exchanges.
The Draft Red Herring Prospectus has been approved by our Board by way of its resolution dated February 28, 2025, the
Red Herring Prospectus has been approved by our Board by way of its resolution dated November 11, 2025 and this
Prospectus has been approved by our Board by way of its resolution dated November 22, 2025 for filing with the RoC,
the SEBI and the Stock Exchanges.
Approvals from the Selling Shareholder
The Selling Shareholder has confirmed and approved its participation in the Offer for Sale as set out below:
Name of the Selling Maximum number of Date of board Date of Consent Letter
Shareholder Equity Shares offered in the resolution/authorization
Offer for Sale
Pedanta Technologies Up to 26,666,666 Equity February 05, 2025 -
Private Limited Shares of face value ₹ 10
each aggregating up to ₹
3,200.00 million
The Selling Shareholder confirms that it is in compliance with Regulation 8 of the SEBI ICDR Regulations and it has
held the Offered Shares for a period of at least one year prior to the date of filing of this Prospectus. Further, in this regard,
the Company confirms none of the bonus issues were undertaken by capitalizing or by utilization of revaluation reserves
or unrealized profits of the Company. For further details of the bonus issues, see “Capital Structure - Issue of shares for
consideration other than cash or by way of bonus issue or out of its revaluation reserves” on page 113.
In-principle Listing Approvals
Our Company has received in-principle approvals from the BSE and NSE for the listing of the Equity Shares pursuant to
their letters both dated April 17, 2025.
Prohibition by SEBI, RBI or other Governmental Authorities
Our Company, our Promoters, Promoter Group, Directors, the Selling Shareholder and the persons in control of our
Company are not prohibited from accessing the capital market or debarred from buying, selling or dealing in securities
under any order or direction passed by SEBI or any other governmental authority in India. or any other authority/court.
None of the companies with which our Promoters and Directors are associated with as promoters, directors or persons in
control have been debarred from accessing capital markets under any order or direction passed by SEBI or any other
authorities
Our Company, Promoters or Directors have not been declared as Wilful Defaulters by any bank or financial institution or
consortium thereof in accordance with the guidelines on Wilful Defaulters issued by the RBI. Our Company or our
Promoters, members of the Promoter Group or Directors are not declared as ‘Fraudulent Borrowers’ by the lending banks
or financial institution or consortium, in terms of RBI master circular dated July 1, 2016.
None of our Promoters or Directors have been declared as fugitive economic offenders.
Compliance with the Companies (Significant Beneficial Owners Rules, 2018 (“SBO Rules”)
Our Company, Promoters, members of the Promoter Group, and the Selling Shareholder, confirm that they are in
compliance with the Companies (Significant Beneficial Owners) Rules, 2018, to the extent applicable to them, as on the
date of this Prospectus.
397Directors associated with the Securities Market
None of our Directors are, in any manner, associated with the securities market. Further, there is no outstanding action
initiated by SEBI against any of the Directors of our Company in the past five years preceding the date of this Prospectus.
Eligibility for the Offer
Our Company is eligible for the Offer in accordance with the Regulation 6(1) of the SEBI ICDR Regulations, and is in
compliance with the conditions specified therein in the following manner:
➢ Our Company has net tangible assets of at least ₹ 30.00 million, calculated on a restated and consolidated basis, in
each of the preceding three full years (of 12 months each), i.e., as at and for the Fiscals 2025, 2024 and 2023 of which
not more than 50% are held in monetary assets;
➢ Our Company has an average operating profit of at least ₹ 150.00 million, calculated on a restated and consolidated
basis, during each of the preceding three years (of 12 months each), i.e., as at and for the Fiscals 2025, 2024 and 2023
with operating profit earned in each of these preceding three years;
➢ Our Company has a net worth of at least ₹ 10.00 million in each of the preceding three full years (of 12 months each),
i.e., as at and for the Fiscals 2025, 2024 and 2023 calculated on a restated consolidated basis; and
➢ There has been no change of name of our Company at any time during the last one year immediately preceding the
date of filing of this Prospectus
Our Company’s operating profit, net worth and net tangible assets, monetary assets, monetary assets as a percentage of
the net tangible assets are derived from the Restated Consolidated Financial Information included in this Prospectus for
the last three Fiscals are set forth below:
(Amount in ₹ million unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Net tangible assets(1) 2,698.50 1,869.34 1,651.27
Monetary assets(2) 877.50 48.43 166.18
Monetary assets as a % of net tangible 32.52 2.59 10.06
assets (%), as restated
Operating Profit(3) 486.06 259.80 408.21
Net worth(4) 3,712.90 2,973.03 2,780.77
Average Operating Profits of last 3 384.69
Fiscals
Notes
(1) “Net tangible assets” means the sum of all net assets of the Company excluding Intangible Assets (as per IND AS- 38) as defined
in Indian Accounting Standard (IND AS) 38 issued by Institute of Chartered Accountants of India.
(2) “Monetary assets” are defined as amount of ‘Cash and Cash equivalents’ as per the Restated Consolidated Financial Information,
(excluding Fixed deposits with banks not considered as cash and cash equivalent)
(3) “Operating Profit” has been calculated as profit before tax add finance cost and less other income.
(4) “Net worth” means as the aggregate value of the paid-up share capital and all reserves created out of the profits and securities
premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses,
deferred expenditure and miscellaneous expenditure not written-off, as per the audited balance sheet, but does not include reserves
created out of revaluation of assets, write-back of depreciation and amalgamation.
Our Company has operating profits in each of the Fiscals 2025, 2024 and 2023 in terms of our Restated Consolidated
Financial Information, as indicated in the table above.
For further details, see “Other Financial Information” on page 338.
Our Company is currently eligible to undertake the Issue as per Rule 19(2)(b) of the SCRR read with Regulations 6(1) of
the SEBI ICDR Regulations. Accordingly, in terms of Regulation 32(1) of the SEBI ICDR Regulations our Company is
required to allocate: (i) not more than 50% of the Offer to QIBs, 5% of which shall be allocated to Mutual Funds
exclusively; (ii) not less than 15% of the Offers shall be available for allocation to Non-Institutional Investors of which
one-third of the Non-Institutional Portion shall be available for allocation to Bidders with an application size of more than
₹ 0.2 million and up to ₹ 1.00 million and two-thirds of the Non-Institutional Portion shall be available for allocation to
Bidders with an application size of more than ₹ 1.00 million and under-subscription in either of these two sub-categories
of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional Portion; and (iii)
398not less than 35% of the Offer to RIBs, subject to valid Bids being received at or above the Offer Price. In the event we
fail to do so, the full application money shall be refunded to the Bidders.
The Selling Shareholder has confirmed that it has held the Offered Shares for a period of at least one year prior to the date
of filing of this Prospectus and that it is in compliance with Regulation 8 of the SEBI ICDR Regulations and the Offered
Shares are eligible for being offered in the Offer for Sale.
Further, in accordance with the conditions specified in Regulation 49(1) of the SEBI ICDR Regulations, our Company
shall ensure that the number of Allottees in the Offer shall be not less than 1,000 failing which the entire application
monies shall be refunded forthwith, in accordance with the SEBI ICDR Regulations and other applicable laws.
Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, to the extent applicable, and will ensure compliance with conditions specified in Regulation 7(2) of the SEBI
ICDR Regulations.
Further, our Company confirms that it is not ineligible to undertake the Offer, in terms of Regulation 5 of the SEBI ICDR
Regulations, to the extent applicable. The details of compliance with Regulation 5 and Regulation 7 (1) of the SEBI ICDR
Regulations are as follows:
a. None of our Company, our Promoters (including the Selling Shareholder), members of our Promoter Group or our
Directors are debarred from accessing the capital markets by the SEBI;
b. None of our Promoters or Directors are promoters or directors of companies which are debarred from accessing the
capital markets by the SEBI;
c. Neither our Company nor our Promoters or Directors have been identified as a Wilful Defaulter or a Fraudulent
Borrower;
d. Neither our Individual Promoters nor our Directors have been declared a fugitive economic offender (in accordance
with Section 12 of the Fugitive Economic Offenders Act, 2018).
e. Further, none of our Company, Promoter, Selling Shareholder or Directors have been declared as a fraudulent
borrower by any bank, financial institution or lending consortium, in accordance with the ‘Master Directions on Frauds
Classification and Reporting by commercial banks and select FIs’ dated July 1, 2016, as updated, issued by the RBI.
f. There are no outstanding convertible securities of our Company or any other right which would entitle any person
with any option to receive Equity Shares of our Company as on the date of filing of this Prospectus;
g. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments convertible into,
or which would entitle any person any option to receive Equity Shares, as on the date of this Prospectus.
h. Our Company, along with the Registrar to the Company, has entered into tripartite agreements both dated November
28, 2024, with NSDL and CDSL, respectively, for dematerialization of the Equity Shares;
i. The Equity Shares of our Company held by our Shareholders are in dematerialised form, except two shareholders who
have been allotted shares pursuant to the employee stock option schemes;
j. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing of this
Prospectus; and
k. There are no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI ICDR
Regulations through verifiable means towards at least 75% of the stated means of finance.
399DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING
PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME
HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER
FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE OFFER IS
PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS
EXPRESSED IN THE DRAFT RED HERRING PROSPECTUS. THE BRLM, ANAND RATHI ADVISORS
LIMITED, HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING
PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI ICDR
REGULATIONS. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED
DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED OFFER.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE OUR COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS AND THE SELLING SHAREHOLDER
ARE RESPONSIBLE ONLY FOR THE STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN
BY IT IN THE DRAFT RED HERRING PROSPECTUS IN RELATION TO ITSELF AND THE EQUITY
SHARES BEING OFFERED IN THE OFFERF OR SALE, THE BRLM IS EXPECTED TO EXERCISE DUE
DILIGENCE TO ENSURE THAT OUR COMPANY AND THE SELLING SHAREHOLDER DISCHARGE
THEIR RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE
BRLM HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED FEBRUARY 28, 2025 IN
THE FORMAT PRESCRIBED UNDER SCHEDULE V (FORM A) OF THE SEBI ICDR REGULATIONS.
THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE OUR
COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE OFFER. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP,
AT ANY POINT OF TIME, WITH THE BRLM ANY IRREGULARITIES OR LAPSES IN THE DRAFT RED
HERRING PROSPECTUS.
All applicable legal requirements pertaining to this Offer was complied with at the time of filing of the Red Herring
Prospectus with the RoC in terms of Section 32 of the Companies Act. All legal requirements pertaining to this Offer have
been complied with at the time of filing of this Prospectus with the RoC in terms of Sections 26, 32, 33(1) and 33(2) of
the Companies Act.
The filing of this Prospectus also does not absolve the Selling Shareholder from any liabilities to the extent of the
statements specifically made or confirmed by it in respect of themselves and of the Offered Shares, under Section 34 or
Section 36 of Companies Act, 2013.
Disclaimers from our Company, our Directors, and the BRLM
Our Company, our 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 our Company’s instance and anyone placing
reliance on any other source of information, including our Company’s website www.excelsoftcorp.com, or the respective
websites of our Promoters, Promoter Group or any affiliate of our Company would be doing so at his or her own risk.
The BRLM accepts no responsibility, save to the limited extent as provided in the Offer Agreement and as will be provided
for in the Underwriting Agreement to be entered into between the Underwriters, the Selling Shareholder, and our
Company.
All information was made available by our Company and the BRLM to the Bidders and the public at large and no selective
or additional information was made available for a section of the investors in any manner whatsoever, including at road
show presentations, in research or sales reports, at the Bidding Centres or elsewhere.
Bidders were required to confirm and were deemed to have represented to our Company, the Underwriters and their
respective directors, officers, agents, affiliates, and representatives that they are eligible under all applicable laws, rules,
regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell, pledge, or transfer the Equity
Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire
the Equity Shares. Our Company, the Underwriters and their respective directors, officers, agents, affiliates, and
400representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire
the Equity Shares.
Neither the delivery of this Prospectus nor any offer or sale hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of our Company since the date hereof or that the information
contained herein is correct as of any time subsequent to this date.
Disclaimer from the Selling Shareholder
The Selling Shareholder, its directors, affiliates, partners, trustees, associates, and officers accept no responsibility for
any statements made or undertakings provided in this Prospectus other than those specifically made or confirmed by such
Selling Shareholder in relation to itself as a Selling Shareholder and the Offered Shares. Further, the Selling Shareholder
does not assume responsibility for any other statement, including without limitation, any and all statements made by or
relating to our Company or its business or any other person(s), in this Prospectus.
All information was made available by the Selling Shareholder (to the extent of itself and the Offered Shares) to the
Bidders and the public at large and no selective or additional information was made available for a section of the investors
in any manner whatsoever, including at road show presentations, in research or sales reports, at the Bidding Centres, or
elsewhere.
Neither the delivery of this Prospectus nor any offer or sale hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Selling Shareholder since the date hereof or that the
information contained herein is correct as of any time subsequent to this date.
Disclaimer from the Book Running Lead Manager
The BRLM and its affiliates may engage in transactions with, and perform services for, our Company, the Selling
Shareholder and their respective affiliates in the ordinary course of business and have engaged, or may in the future
engage, in commercial banking and investment banking transactions with our Company, the Selling Shareholder and their
respective affiliates, for which they have received, and may in the future receive, compensation. As used herein, the term
‘affiliate’ means any person or entity that controls or is controlled by or is under common control with another person or
entity.
Disclaimer in respect of Jurisdiction
Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Karnataka, India only.
Bidders eligible under Indian law to participate in the Offer
The Offer was made in India to persons resident in India (who are competent to contract under the Indian Contract Act,
1872, as amended, including Indian nationals resident in India, HUFs, companies, other corporate bodies and societies
registered under the applicable laws in India and authorised to invest in shares, Indian Mutual Funds registered with SEBI,
Indian financial institutions, commercial banks, regional rural banks, cooperative banks (subject to RBI permission), or
trusts under applicable trust law and who are authorised under their respective constitution to hold and invest in equity
shares, multilateral and bilateral development financial institutions, state industrial development corporations, insurance
companies registered with IRDAI, provident funds (subject to applicable law) and pension funds, National Investment
Fund, insurance funds set up and managed by army, navy or air force of Union of India, insurance funds set up and
managed by the Department of Posts, GoI, systemically important NBFCs registered with the RBI) and permitted Non-
Residents including FPIs and Eligible NRIs, AIFs and other eligible foreign investors, if any, provided that they are
eligible under all applicable laws and regulations to purchase the Equity Shares.
No person outside India was eligible to Bid for Equity Shares in the Offer unless that person received the preliminary
offering memorandum for the Offer, which contained the selling restrictions for the Offer outside India.
Bidders were advised to ensure that any Bid from them did not exceed investment limits or the maximum number of
Equity Shares that could be held by them under applicable law.
Specific persons outside India were restricted from participating in the Offer. For details, see “Restrictions on Foreign
Ownership of Indian Securities” on page 442.
401Selling and Transfer Restrictions
Invitations to subscribe to or purchase the Equity Shares in the Offer will be made only pursuant to the Red Herring Prospectus
if the recipient is in India or the preliminary offering memorandum for the Offer, which comprises the Red Herring Prospectus
and the preliminary international wrap for the Offer, if the recipient is outside India. No person outside India was eligible to
Bid for Equity Shares in the Offer unless that person has received the preliminary offering memorandum for the Offer,
which contained the selling restrictions for the Offer outside India.
The Equity Shares offered in the Offer have not been and will not be registered, listed or otherwise qualified in any jurisdiction
except India and was not offered or sold to persons outside of India except in compliance with the applicable laws of each such
jurisdiction. In particular, the Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of the United States and may not be
offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable state securities laws. The Equity Shares offered in the Offer were being
offered and sold only outside the United States in “offshore transactions” as defined in and in reliance on Regulation S under
the U.S. Securities Act (“Regulation S”).
Until the expiry of 40 days after the commencement of this Offer, an offer or sale of Equity Shares sold in this Offer
within the United States by a dealer (whether or not it is participating in this Offer) may violate the registration
requirements of the U.S. Securities Act.
Each purchaser of the Equity Shares offered in the Offer who did not receive a copy of the preliminary offering memorandum
shall be deemed to:
a. Represent and warrant to our Company, the Selling Shareholder and the members of the Syndicate that it was outside the
United States (as defined in Regulation S) at the time the offer of the Equity Shares was made to it and it was outside the
United States (as defined in Regulation S) when its buy order for the Equity Shares was originated.
b. Represent and warrant to our Company, the Selling Shareholder and the members of the Syndicate that it did not purchase
the Equity Shares as a result of any “directed selling efforts” (as defined in Regulation S).
c. Represent and warrant to our Company, the Selling Shareholder and the members of the Syndicate that it bought the Equity
Shares for investment purposes and not with a view to the distribution thereof. If in the future it decides to resell or otherwise
transfer any of the Equity Shares, it agrees that it will not offer, sell or otherwise transfer the Equity Shares except in a
transaction complying with Rule 903 or Rule 904 of Regulation S or pursuant to any other available exemption from
registration under the U.S. Securities Act.
d. Represent and warrant to our Company, the Selling Shareholder and the members of the Syndicate that it will not sell or
transfer any Equity Shares or any economic interest therein, including any off-shore derivative instruments, such as
participatory notes, issued against the Equity Shares, other than in accordance with applicable laws.
e. Represent and warrant to our Company, the Selling Shareholder and the members of the Syndicate that if it acquired any of
the Equity Shares as fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to
each such account and that it has full power to make the foregoing representations, warranties, acknowledgements and
agreements on behalf of each such account.
f. Represent and warrant to our Company, the Selling Shareholder and the members of the Syndicate that if it acquired any of
the Equity Shares for one or more managed accounts, that it was authorized in writing by each such managed account to
subscribe to the Equity Shares for each managed account and to make (and it hereby makes) the representations, warranties,
acknowledgements and agreements herein for and on behalf of each such account, reading the reference to “it” to include
such accounts.
g. Agree to indemnify and hold the Company, the Selling Shareholder and the members of the Syndicate harmless from any
and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any
breach of these representations, warranties or agreements. It agrees that the indemnity set forth in this paragraph shall survive
the resale of the Equity Shares.
h. Acknowledge that our Company, the Selling Shareholder, the members of the Syndicate and others will rely upon the truth
and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
402Disclaimer Clause of BSE
As required, a copy of the Draft Red Herring Prospectus was submitted to BSE. The disclaimer clause as intimated by
BSE to our Company is as set forth below:
“BSE Limited (“the Exchange”) has given vide its letter dated April 17, 2025, permission to this Company to use the
Exchange’s name in this offer document as one of the stock exchanges on which this company’s securities are proposed
to be listed. The Exchange has scrutinized this offer document for its limited internal purpose of deciding on the matter
of granting the aforesaid permission to this Company. The Exchange does not in any manner: -
a. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or
b. warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or c. take any
responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or
project of this Company. and it should not for any reason be deemed or construed that this offer document has been
cleared or approved by the Exchange. Every person who desires to apply for or otherwise acquires any securities of
this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim
against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in
connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or
for any other reason whatsoever.
c. take any responsibility for the financial or other soundness of this Company, its promoters, its management or any
scheme or project of this Company and it should not for any reason be deemed or construed that this offer document
has been cleared or approved by the Exchange. Every person who desires to apply for or otherwise acquires any
securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have
any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent
to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated
herein or for any other reason whatsoever
Disclaimer Clause of the NSE
As required, a copy of the Draft Red Herring Prospectus was submitted to the NSE. The disclaimer clause as intimated
by NSE to our Company is as set forth below: .
“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited (hereinafter
referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/5297 dated April 17, 2025, permission to the Issuer to
use the Exchange’s name in this Offer Document as one of the Stock Exchanges on which this Issuer’s securities are
proposed to be listed. The Exchange has scrutinized this draft offer document for its limited internal purpose of deciding
on the matter of granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid
permission given by NSE should not in any way be deemed or construed that the offer document has been cleared or
approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the
contents of this offer document; nor does it warrant that this Issuer’s securities will be listed or will continue to be listed
on the Exchange; nor does it take any responsibility for the financial or other soundness of this Issuer, its promoters, its
management or any scheme or project of this Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss
which may be suffered by such person consequent to or in connection with such subscription /acquisition whether by
reason of anything stated or omitted to be stated herein or any other reason whatsoever.”
Listing
The Equity Shares issued through the Red Herring Prospectus and this Prospectus are proposed to be listed on the Stock
Exchanges. Application will be made to the Stock Exchanges for obtaining permission for listing and trading of the Equity
Shares. BSE Limited will be the Designated Stock Exchange with which the Basis of Allotment will be finalised.
If the permissions to deal in, and for an official quotation of, the Equity Shares are not granted by any of the Stock
Exchanges mentioned above, our Company will forthwith repay, without interest, all monies received from the applicants
in pursuance of the Red Herring Prospectus, in accordance with applicable law and the Selling Shareholder will be liable
to reimburse our Company for any such repayment of monies, on its behalf, with respect to Selling Shareholder’s Offered
Shares. If such money is not repaid within the prescribed time, then our Company, the Selling Shareholder and every
403officer in default shall be liable to repay the money, with interest, as prescribed under applicable law. Any expense
incurred by our Company on behalf of the Selling Shareholder with regard to interest on such refunds will be reimbursed
by the Selling Shareholder. For the avoidance of doubt, subject to applicable law, the Selling Shareholder shall not be
responsible to pay interest for any delay, except to the extent that such delay has been caused by any act or omission
solely attributable to the Selling Shareholder.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of
trading of the Equity Shares at the Stock Exchanges are taken within three Working Days from the Bid/ Offer Closing
Date or within such other period as may be prescribed. The Selling Shareholder confirms that it shall extend complete
co-operation required by our Company and the BRLM for the completion of the necessary formalities for listing
and commencement of trading of the Equity Shares at the Stock Exchanges within three Working Days from the
Bid/Offer Closing Date, or within such other period as may be prescribed. If our Company does not Allot the Equity
Shares within three Working Days from the Bid/ Offer Closing Date or within such timeline as prescribed by SEBI, all
amounts received in the Public Offer Accounts will be transferred to the Refund Account and it shall be utilised to repay,
without interest, all monies received from Bidders, failing which interest shall be due to be paid to the Bidders as
prescribed under the law.
Consents
Consent in writing of the Selling Shareholder, our Directors, our Company Secretary and Compliance Officer, Banker(s)
to our Company, Statutory Auditor, practicing company secretary, Legal Counsel to the Offer as to Indian law, the BRLM,
the Registrar to the Offer, lenders of our Company (wherever applicable) and Independent Chartered Engineer,
Independent Architect and the External IT Auditor in their respective capacities, have been obtained and such consents
have not been withdrawn up to the time of delivery of this Prospectus; and consents in writing of the Syndicate Members,
the Banker(s) to the Offer/ Escrow Collection Bank(s)/ Refund Bank(s), Sponsor Bank and Monitoring Agency, to act in
their respective capacities, were obtained and filed along with a copy of the Red Herring Prospectus with the RoC as
required under the Companies Act.
Our Company has received written consent dated February 07, 2025 from Arizton Advisory & Intelligence, for inclusion
of the report titled “Report on the Global Assessment and Learning & Development Market” dated October 24, 2025, in
this Prospectus.
Expert to the Offer
Except as stated below, our Company has not obtained any expert opinions:
1. Our Company has received written consent dated October 26, 2025 from Ramaswamy Vijayanand Chartered
Accountant, holding a valid peer review certificate from ICAI, to include his name as required under Section 32 and
Section 26 of the Companies Act, 2013 read with SEBI ICDR Regulations, in the Red Herring Prospectus and this
Prospectus, respectively, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and
in his capacity as our Statutory Auditor, and in respect of; (i) Restated Consolidated Financial Information and his
examination report dated October 26, 2025 relating to the Financial Information and (iii) his Statement of Special Tax
Benefits dated October 26, 2025 included in the Red Herring Prospectus and this Prospectus; and such consent has not
been withdrawn as on the date of the Red Herring Prospectus and this Prospectus. However, the term “expert” shall not
be construed to mean an “expert” as defined under U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”).
2. Further, our Company has received written consent dated September 12, 2025 from D.V Yogisha Rao, Independent
Chartered Engineer (Registration No. AM083948-8), to include their name as required under Section 32 and Section 26
of the Companies Act, 2013 in the Red Herring Prospectus and this Prospectus, respectively, and as an ‘expert’ as defined
under Section 2(38) of Companies Act, 2013 in its capacity as an independent chartered engineer, in relation to their
certificates.
3. Further, our Company has received written consent dated September 12, 2025 from BK & Associates, architect, to
include their name as required under Section 32 and Section 26 of the Companies Act, 2013 in the Red Herring Prospectus
and this Prospectus, respectively, and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013 in its capacity
as an independent architect, in relation to their certificates
4044. Further, our Company has received written consent dated October 25, 2025 from Padmavathi & Vijayesh Associates
LLP, practicing company secretaries to include their name as required under Section 32 and Section 26 of the Companies
Act, 2013 in this the Red Herring Prospectus and Prospectus, respectively, and as an ‘expert’ as defined under Section
2(38) of Companies Act, 2013 in their capacity as a Practising Company Secretary, in relation to their due diligence report
5. In addition, our Company has also received written consent dated September 29, 2025 from IKOT Consultancy
Services (OPC) Private Limited(CISA Certificate No. 242395513, ISO Certificate No. 25/IN/1027568/2121, DCPLA
Certificate No. B67/25/1612, PMP Certificate No. 1723168 Strategist Certificate No. DSC12025STR030), to include
their name as required under Section 32 and Section 26 of the Companies Act, 2013 in the Red Herring Prospectus and
this Prospectus, respectively, and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013 in their capacity
as the External IT Auditor, in relation to their IT Audit Report.
Particulars regarding public or rights issues by our Company during the last five years
Our Company has not undertaken any public or rights issue during the last five years preceding the date of this Prospectus.
Particulars regarding capital issues by our Company and listed group companies, subsidiaries or associate entity
during the last three years
Our Company has not made any capital issuances during the three years preceding the date of this Prospectus. Our
Subsidiaries have not made any capital issuances during the three years preceding the date of this Prospectus. Our
Company does not have any associates or listed group company, as of the date of this Prospectus.
Commission and Brokerage paid on previous issues of the Equity Shares in the last five years
No sum has been paid or has been payable as commission or brokerage by our Company for subscribing to or procuring
or agreeing to procure subscription for any of the Equity Shares for last five years preceding the date of this Prospectus:
Performance vis-à-vis objects – Public/ rights issue of our Company
Our Company has not undertaken any public issue or rights issue in the five years preceding the date of this Prospectus.
Performance vis-à-vis objects – Public/rights issue of the listed subsidiaries/listed Promoter of our Company
As on date of this Prospectus, the securities of our Promoters are not listed on any stock exchange and our Promoters have
not made any public issue or rights issue during the five years immediately preceding the date of this Prospectus. Further,
as on the date of this Prospectus, our Company does not have any listed subsidiary.
Price information of past issues handled by the BRLM
Price information disclosed below is as per the respective designated stock exchanges as disclosed by the respective
issuers at the time of their respective issues:
405Anand Rathi Advisors Limited
1. Price information of past issues handled by Anand Rathi Advisors Limited (during the current Fiscal and two Fiscals
preceding the current Fiscal):
Sr. No. Issue Name Issue Size Issue Price Listing Date Opening +/- % change +/- % change +/- % change in
(₹ Mn.) (₹) Price on in closing in closing closing price,
Listing price, [+/- % price, [+/- % [+/-
Date (₹) change in change in % change in
closing closing closing
benchmark]- benchmark]- benchmark]-
30th calendar 90th calendar 180th calendar
days from days from days from listing
listin listin
g g
1. Su raj Estate 4,000.00 360.00 December 340.00 - 8.56% - 23.82% +22.03%
Developers Limited# 26, 2023 [+0.06%] [+3.62%] [+9.61%]
2. Az ad Engineering 7,400.00 524.00 December 710.00 +29.06% +153.05% +269.24%
Limited* 28, 2023 [-2.36%] [+0.08%] [6.81%]
3. Un imech Aerospace 5,000.00 785.00 December 1,491.00 +65.87% +23.08% +67.39%
and Manufacturing 31,2024 [-2.06%] [-0.93%] [+7.58%]
Limited*
4. Cr izac Limited* 8,600.00 245.00 July 09, 280.00 +22.90% +15.59 N.A.
2025 [-3.49%] [-2.09%]
5. An and Rathi Share 7,450.00 414.00 September 432.00 +26.20% N.A. N.A.
& Stock Brokers 30, 2025 [+5.86%]
Limited#
Source: www.bseindia.com; www.nseindia.com for price information and prospectus/basis of allotment for issue details.
*BSE as the designated stock exchange
#NSE as the designated stock exchange
Note:
1. Opening price information as disclosed on the website of the Designated Stock Exchange.
2. Change in closing price over the issue/offer price as disclosed on Designated Stock Exchange.
3. Change in closing price over the closing price as on the listing date, BSE SENSEX and NIFTY 50 is considered as the
Benchmark Index as per the Designated Stock Exchange disclosed by the respective Issuer at the time of the issue, as applicable.
4. In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have
been considered.
5. 30th calendar day has been taken as listing date plus 29 calendar days; 90th calendar day has been taken as listing date plus 89
calendar days.
6. NA means Not Applicable, Period not completed.
7. Suraj Estate Developers Limited’s 90 day return is calculated as on 22 March, 2024 as 24 March, 2024 is a non-working day and
180 day return is calculated as on 21st June, 2024 as 22nd June, 2024 was a non-working day.
8. Azad Engineering Limited’s 30 day return is calculated as on 25 January, 2024 as 26 January, 2024 is a non-working day.
9. Unimech Aerospace and Manufacturing’s 90 day return is calculated as on 28 March, 2025 as 30 March, 2025 is a non-working
day and 180 day return is calculated as on 27th June, 2025 as 28th June, 2025 was a non-working day.
2. Summary statement of price information of past issues handled by Anand Rathi Advisors Limited:
Fiscal Total Total No. of IPOs trading No. of IPOs trading No. of IPOs trading at No. of IPOs trading
no. of amount of at discount - 30th at premium - 30th discount - 180th at premium - 180th
IPOs funds raised calendar days from calendar days from calendar days from calendar days from
(₹ Mn.) listing listing listing listing
Over Betw Less Over Betw Less Over Betw Less Over Betw Less
50% een than 50% een than 50% een than 50% een than
25- 25% 25- 25% 25- 25% 25- 25%
50% 50% 50% 50%
2025-26* 2 16,050.00 - - - - - 1 - - - - - -
2024-25 1 5,000.00 - - - 1 - - - - - 1 - -
2023-24 2 11,400.00 - - 1 - 1 - - - - 1 - 1
*The information is as on the date of this Offer Document
The information for each of the financial years is based on issues listed during such financial year.
406Track record of past issues handled by the BRLM
For details regarding the track record of the BRLM, as specified in circular reference CIR/MIRSD/1/2012 dated January
10, 2012 issued by SEBI, see the website of the BRLM, as set forth in the table below:
Sr. No. Name of the BRLM Website
1. Anand Rathi Advisors Limited www.anandrathiib.com
Stock Market Data of Equity Shares
This being an initial public offer of our Company, the Equity Shares are not listed on any stock exchange and accordingly,
no stock market data is available for the Equity Shares.
Mechanism for Redressal of Investor Grievances
The Registrar Agreement provides for the retention of records with the Registrar to the Offer for a period of at least eight
years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges, to enable the
investors to approach the Registrar to the Offer for redressal of their grievances.
All grievances, other than that of Anchor Investors, in relation to the Bidding process may be addressed to the Registrar
to the Offer with a copy to the relevant Designated Intermediary to whom the Bid cum Application Form was submitted.
The Bidder should give full details such as name of the sole or first Bidder, Bid cum Application Form number, Bidder
DP ID, UPI ID, Client ID, PAN, date of the submission of Bid cum Application Form, address of the Bidder, number of
the Equity Shares applied for and the name and address of the Designated Intermediary where the Bid cum Application
Form was submitted by the Bidder. Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly
received from the concerned Designated Intermediary in addition to the documents and information mentioned
hereinabove.
Anchor Investors are required to address all grievances in relation to the Offer to the BRLM giving full details such as
the name of the sole or First Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date of the Bid
cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on submission
of the Bid cum Application Form and the name and address of the BRLM with whom the Bid cum Application Form was
submitted by the Anchor Investor.
The Registrar to the Offer shall obtain the required information from the SCSBs and Sponsor Bank(s) for addressing any
clarifications or grievances of ASBA Bidders. Bidders can contact our Compliance Officer or the Registrar to the Offer
in case of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit of allotted
Equity Shares in the respective beneficiary account, non-receipt of refund intimations and non-receipt of funds by
electronic mode and ASBA Account number (for Bidders other than UPI Bidders using the UPI Mechanism) in which
the amount equivalent to the Bid Amount was blocked or the UPI ID in case of UPI Bidders using the UPI Mechanism.
Further, the Bidder shall enclose the Acknowledgement Slip or provide the acknowledgement number received from the
Designated Intermediaries in addition to the documents/information mentioned hereinabove. All grievances relating to
Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the
Offer. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications
or grievances of ASBA Bidders.
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, the Bidder shall be compensated at a
uniform rate of ₹100 per day for the entire duration of delay exceeding four Working Days from the Bid/Offer Closing
Date by the intermediary responsible for causing such delay in unblocking. The BRLM shall, in their sole discretion,
identify and fix the liability on such intermediary or entity responsible for such delay in unblocking. Our Company, the
BRLM and the Registrar to the Offer accept no responsibility for errors, omissions, commission or any acts of SCSBs
including any defaults in complying with its obligations under applicable SEBI ICDR Regulations.
In terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/22, dated February 15,2018, SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/MdatedMarch16,2021, as amended pursuant to SEBI circular
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and amended by the SEBI circular bearing number
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, and subject to applicable law, any ASBA Bidder whose Bid
has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of
the same by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to
resolve these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15%
407per annum for any delay beyond this period of 15 days. Further, in terms of SEBI circular bearing number
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, the payment of processing fees to the SCSBs shall be
undertaken pursuant to an application made by the SCSBs to the BRLM, and such application shall be made only after
(i) unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii)
applicable compensation relating to investor complaints has been paid by the SCSB.
SEBI, by way of its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 2021
Circular”) read with the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 (“June 2021
Circular”) and amended by the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, has
identified the need to put in place measures, in order to manage and handle investor issues arising out of the UPI
Mechanism inter alia in relation to delay in receipt of mandates by Bidders for blocking of funds due to systemic issues
faced by Designated Intermediaries/SCSBs and failure to unblock funds in cases of partial allotment/non allotment within
prescribed timelines and procedures.
As per the March 2021 Circular read with the June 2021 Circular and amended by the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, for initial public offerings opening for subscription on or after
May 1, 2021, SEBI has prescribed mechanisms to ensure proper management of investor issues arising out of the UPI
Mechanism, including (i) identification of a nodal officer by SCSBs for the UPI Mechanism; (ii) delivery of SMS alerts
by SCSBs for blocking and unblocking of UPI Mandate Requests; (iii) periodic sharing of statistical details of mandate
blocks/unblocks, performance of apps and UPI handles, network latency or downtime, etc., by the Sponsor Bank(s) to the
intermediaries forming part of the closed user group vide email; (iv) limiting the facility of reinitiating UPI Bids to
Syndicate Members to once per Bid; and (v) mandating SCSBs to ensure that the unblock process for nonallotted/ partially
allotted applications is completed by the closing hours of one Working Day subsequent to the finalisation of the Basis of
Allotment.
The Selling Shareholder has authorised the Compliance Officer and the Registrar to the Offer to redress any complaints
received from Bidders in respect of the Offer for Sale.
The following compensation mechanism has become applicable for investor grievances in relation to Bids made through
the UPI Mechanism for public issues opening on or after May 01, 2021, for which the relevant SCSBs shall be liable to
compensate the investor:
Scenario Compensation amount Compensation period
Delayed unblock for cancelled/ ₹100 per day or 15% per annum of From the date on which the request for
withdrawn/ deleted applications the Bid Amount, whichever is cancellation / withdrawal / deletion is
higher placed on the bidding platform of the
Stock Exchanges till the date of actual
unblock
Blocking of multiple amounts for 1. Instantly revoke the blocked From the date on which multiple
the same Bid made through the funds other than the original amounts were blocked till the date of
UPI Mechanism application amount and actual unblock
2. ₹100 per day or 15% per annum of
the total cumulative blocked
amount except the original Bid
Amount, whichever is higher
Blocking more amount than the 1. Instantly revoke the difference From the date on which the funds to the
Bid Amount amount, i.e., the blocked amount excess of the Bid Amount were blocked
less the Bid Amount and till the date of actual unblock
2. ₹100 per day or 15% per annum of
the difference amount, whichever is
higher
Delayed unblock for non – ₹100 per day or 15% per annum of From the Working Day subsequent to
Allotted/ partially Allotted the Bid Amount, whichever is higher the finalisation of the Basis of Allotment
applications till the date of actual unblock
Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the complaint
from the investor, for each day delayed, the BRLM shall be liable to compensate the investor ₹100 per day or 15% per
408annum of the Bid Amount, whichever is higher. The compensation shall be payable for the period ranging from the day
on which the investor grievance is received till the date of actual unblock.
For helpline details of the Book Running Lead Manager pursuant to the SEBI/HO/CFD/DIL-2/OW/P/2021/2481/1/M
dated March 16, 2021, see “General Information –Book Running Lead Manager” on page 98.
Our Company has received one investor complaint during the period of three years preceding the date of this Prospectus.
The said one investor complaint is pending as on the date of filing of this Prospectus which we are in processing of
addressing.
Disposal of Investor Grievances by our Company
Our Company has obtained authentication on the SCORES in terms of the SEBI circular bearing number
CIR/OIAE/1/2013 dated April 17, 2013 read with SEBI circular bearing number SEBI/HO/OIAE/IGRD/CIR/P/2023/156
dated September 20, 2023 read with SEBI circular bearing reference number SEBI/HO/OIAE/IGRD/CIR/P/2023/183
dated December 1, 2023, in relation to redressal of investor grievances through SCORES. Our Company estimates that
the average time required by our Company or the Registrar to the Offer or the SCSB in case of ASBA Bidders, for the
redressal of routine investor grievances shall be 10 Working Days from the date of receipt of the complaint. In case of
non-routine complaints and complaints where external agencies are involved, our Company will seek to redress these
complaints as expeditiously as possible.
Our Company has appointed Venkatesh Dayananda, as the Company Secretary and Compliance Officer for the Offer and
she may be contacted in case of any pre-Offer or post-Offer related grievances. For further details, see “General
Information” on page 97.
Our Company has also constituted a Stakeholders’ Relationship Committee, to review and redress shareholder and
investor grievances such as transfer of Equity Shares, non-recovery of balance payments, declared dividends, approve
subdivision, consolidation, transfer and issue of duplicate shares. For further details, see “Our Management” on page
254. The Selling Shareholder has authorised the Company Secretary and Compliance Officer of the Company, and
the Registrar to the Offer to redress any complaints received from Bidders in respect of the Offer for Sale.
Other confirmations
Any person connected with the Offer shall not offer any incentive, whether direct or indirect, in any manner, whether in
cash or kind or services or otherwise to any person for making an application in the initial public offer, except for fees or
commission for services rendered in relation to the Offer.
There are no findings or observations from any of the inspections by SEBI or any other regulatory body in relation to our
Company which are material and need to be disclosed, or non-disclosure of which may have a bearing on the investment
decisions of Bidders, except as disclosed in this Prospectus.
There are no conflicts of interest between suppliers of raw materials and third-party service providers crucial for the
operations of our Company, Promoters, Promoter Group, Key Managerial Personnel, Directors, Subsidiary, Entity in
Control or the Group Companies and its directors.
Our Company along with its, Promoters, Selling Shareholder, Promoter Group, Director and Group Company have not
been part of or been delisted under Chapter III or Chapter V or Chapter VI of the Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2021, as amended.
There are no pending actions by any regulatory authority in India or overseas against any of our Promoters, Promoter
Group, Directors and Group Company.
Except for our Chairman and Managing Director Dhananjaya Sudhanva being a Director on the board of Pedanta
Technologies Private Limited, a lessor of the Company, there is no conflict of interest between the lessors of the
immovable properties of our Company (crucial for operations of our Company) and the Directors and Key Managerial
Personnel, in the ordinary course of business.
409The investors must ensure that their PAN is linked with their Aadhaar and they are in compliance with CBDT notification
and press release dated February 13, 2020 and June 25, 2021 read with press release dated September 17, 2021. CBDT
circular no.7 of 2022, dated March 30, 2022, read with press release dated March 28, 2023.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
The Company has not sought for any exemptions from complying with any provisions of securities laws.
410SECTION VII – OFFER INFORMATION
TERMS OF THE OFFER
The Equity Shares of face value ₹ 10/- offered and Allotted in the Offer were subject to the provisions of the Companies
Act, the SEBI ICDR Regulations, the SCRA, the SCRR, the Memorandum of Association, the Articles of Association, the
SEBI Listing Regulations, SCRA, SCRR and the terms of the Draft Red Herring Prospectus, the Red Herring Prospectus
and this Prospectus including the Bid cum Application Form, the Revision Form, the CAN, the abridged prospectus and
other terms and conditions that were incorporated in the Allotment Advice and other documents and certificates that were
executed in respect of the Offer. The Equity Shares of face value ₹ 10 were also subject to all applicable laws, guidelines,
rules, notifications and regulations relating to issue and offer for sale and listing and trading of securities, issued from
time to time, by the SEBI, GoI, Stock Exchanges, the RoC, the RBI and/or other authorities to the extent applicable or
such other conditions as maybe prescribed by such governmental and/or regulatory authority while granting approval for
the Offer.
The Offer
The Offer comprises of a Fresh Offer by the Company and an Offer for Sale by the Selling Shareholder.
All charges, fees and expenses associated with and incurred in connection with the Offer are being shared on pro-rata basis
between the Company and the Selling Shareholder except listing fees which are being borne by the Company. The Selling
Shareholder is bearing its portion of the expenses in proportion to the number of Equity Shares being offered and sold by
Selling Shareholder, in the Offer for Sale.
The Selling Shareholder shall reimburse the Company for any expenses in relation to the Offer paid by the Company on
behalf of the Selling Shareholder, irrespective of the completion of the Offer directly from the Public Offer Account in
the manner as may be set out in the Offer Agreement.
All the payments are being made first by the Company. Upon the successful completion of the Offer, the Selling
Shareholder will reimburse the Company in proportion to the Equity Shares sold in the Offer from the proceeds of the
Offer for Sale due and payable to the Selling Shareholder, for any expenses incurred by our Company on behalf of the
Selling Shareholder.
Ranking of Equity Shares
The Allottees upon Allotment of Equity Shares under the Offer will be entitled to dividend and other corporate benefits,
if any, declared by our Company after the date of Allotment. The Equity Shares offered and Allotted/ transferred in the
Offer are subject to the provisions of the Companies Act, SEBI ICDR Regulations, SCRA, SCRR, MoA and AoA and
shall rank pari passu with the existing Equity Shares in all respects including voting, right to receive dividends and other
corporate benefits. For more information, see “Main Provisions of the Articles of Association” on page 443.
Mode of Payment of Dividend
Our Company shall pay dividend, if declared, to our equity shareholders, as per the provisions of the Companies Act, the
SEBI Listing Regulations, the Memorandum of Association and the Articles of Association, and any guidelines or
directives that may be issued by the GoI in this respect. Any dividends declared after the date of Allotment (including
pursuant to the transfer of Equity Shares from the Offer for Sale in this Offer will be payable to the Allottees, for the
entire year, in accordance with applicable law. For more information, see “Dividend Policy” and “Main Provisions of the
Articles of Association” on pages 271 and 443, respectively.
Face Value, Offer Price, Floor Price and Price Band
The face value of each Equity Share is ₹ 10/- and the Offer Price is ₹ 120/- per Equity Share. At any given point of time
there will be only one denomination for the Equity Shares. The Floor Price of the Equity Shares is ₹ 114/- and the Cap
Price of the Equity Shares is ₹ 120/-, being the Price Band. The Anchor Investor Offer Price is ₹ 120/- per Equity Share.
The Offer Price, Price Band and the minimum Bid Lot was decided by our Company in consultation with the BRLM was
advertised in all editions of Financial Express, an English national daily newspaper, all editions of Jansatta, a Hindi
national daily newspaper, and the Kannada edition of Vijayavani, a Kannada daily newspaper (Kannada being the regional
language of Karnataka, where our Registered Office is located, and have been made available to the Stock Exchanges for
411the purpose of uploading on their websites. The Price Band, along with the relevant financial ratios calculated at the Floor
Price and at the Cap Price were pre-filled in the Bid cum Application Forms available at the website of the Stock
Exchange. The Offer Price was 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 Book Building Process.
At any given point of time, there shall be only one denomination for the Equity Shares, unless otherwise permitted by law.
There are no outstanding Equity Shares of the Company having superior voting rights compared to the Equity Shares.
Compliance with Disclosure and Accounting Norms
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and our Articles of Association, the equity Shareholders will
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;
➢ Right to receive offers for rights shares and be allotted bonus shares, if announced;
➢ Right to receive any surplus on liquidation subject to any statutory and preferential claims being satisfied;
➢ Right of free transferability of their Equity Shares subject to applicable laws including any rules and regulations
prescribed by the RBI; and
➢ Such other rights as may be available to a shareholder of a listed public company under the Companies Act, the terms
of the SEBI Listing Regulations and our Memorandum of Association and Articles of Association and other applicable
laws.
For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend,
forfeiture, lien, transfer, transmission, consolidation and splitting, see “Main Provisions of the Articles of Association” on
page 443.
Market Lot and Trading Lot and Option to receive Equity Shares in Dematerialized Form
In terms of Section 29 of the Companies Act, and the SEBI ICDR Regulations, the Equity Shares shall be Allotted only
in dematerialized form. Bidders will not have the option of Allotment of the Equity Shares in physical form. As per the
SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form. In this context, our
Company has entered into the following agreements:
➢ Tripartite agreement dated November 28, 2024, amongst our Company, NSDL and Registrar to the Offer.
➢ Tripartite agreement dated November 28, 2024, amongst our Company, CDSL and Registrar to the Offer.
Since trading of our Equity Shares shall only be in dematerialized form, the tradable lot was one (1) Equity Share.
Allotment in the Offer will be only in electronic form in multiples of 125 Equity Shares, subject to a minimum Allotment
of 125 Equity Shares. For the method of Basis of Allotment, see “Offer Procedure” on page 418.
Joint Holders
Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders of any
Equity Shares, they will be deemed to hold such Equity Shares as joint-tenants with benefits of survivorship.
Nomination facility to investors
In accordance with Section 72 of the Companies Act, read with Companies (Share Capital and Debentures Rules, 2014,
the sole or first Bidder, with other joint Bidders, may nominate any one person in whom, in the event of the death of sole
Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity Shares Allotted, if any, will
vest. A nominee entitled to the Equity Shares by reason of the death of the original holder(s), will, in accordance with
Section 72 of the Companies Act, be entitled to the same benefits to which he or she will be entitled if he or she were the
registered holder of the Equity Shares. 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 the holder’s death during
412minority. A nomination may be cancelled, or varied by nominating any other person in place of the present nominee, by
the holder of the Equity Shares who has made the nomination, by giving a notice of such cancellation or variation to our
Company in the prescribed form.
Further, any person who becomes a nominee by virtue of Section 72 of the Companies Act, will, on the production of
such evidence as may be required by the Board, elect either:
➢ to register himself or herself as holder of Equity Shares; or
➢ to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself
or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, the Board may thereafter
withhold payment of all dividend, interests, 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 Offer will be made only in dematerialized form, there is no need to make a
separate nomination with our Company. Nominations registered with the respective Depository Participant of the Bidder
will prevail. If Bidders want to change their nomination, they are advised to inform their respective Depository Participant.
Bid/Offer Period
BID/OFFER OPENED ON Wednesday, November 19, 2025
BID/OFFER CLOSED ON Friday, November 21, 2025
FINALIZATION OF BASIS OF ALLOTMENT On or about Monday, November 24, 2025
WITHTHE DESIGNATED STOCK EXCHANGE
INITIATION OF REFUNDS (IF ANY, FOR ANCHOR On or about Tuesday, November 25, 2025
INVESTORS)/UNBLOCKING OF FUNDS FROM ASBA
ACCOUNT
CREDIT OF EQUITY SHARES TODEMAT On or about Tuesday, November 25, 2025
ACCOUNTSOF ALLOTTEES
COMMENCEMENT OF TRADING OFTHE On or about Wednesday, November 26, 2025
EQUITY SHARES ON THE STOCK EXCHANGES
In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two
Working Days from the Bid/Offer Closing Date for cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of
₹100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request for cancellation/ withdrawal/ deletion is
placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked (ii) any blocking of multiple amounts for the same
ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform rate ₹100 per day or 15% per annum of
the total cumulative blocked amount except the original application amount, whichever is higher from the date on which such multiple amounts were
blocked till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount, the Bidder shall be compensated at a uniform rate of
₹100 per day or 15% per annum of the difference in amount, whichever is higher from the date on which such excess amounts were blocked till the date
of actual unblock; (iv) any delay in unblocking of nonallotted/ partially allotted Bids, exceeding two Working Days from the Bid/Offer Closing Date,
the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire duration of
delay exceeding two Working Days from the Bid/Offer Closing Date by the SCSB responsible for causing such delay in unblocking. 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 Master Circular and the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March
16, 2021, as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/76 dated May 30, 2022
a, which for the avoidance of doubt, shall be deemed to be incorporated in the agreements to be entered into between our Company with the relevant
intermediaries, 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, 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.
The processing fees for applications made by the UPI Bidders 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.The above timetable other than the Bid/Offer Closing Date, is
indicative and does not constitute any obligation or liability on our Company, the Selling Shareholder or the BRLM. SEBI through its circular
(SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022, read with SEBI master circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June
21, 2023, has prescribed that all individual investors applying in initial public offerings opening on or after May 1, 2022, where the application amount
is up to ₹ 500,000, shall use UPI. RIBs and individual investors Bidding under the Non-Institutional Portion Bidding for more than ₹ 200,000 and up
to ₹ 500,000, using the UPI Mechanism, shall provide their UPI ID in the Bid-cum-Application Form for Bidding through 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.
413The above timetable other than the Bid/Offer Closing Date, is indicative and does not constitute any obligation or
liability on our Company, the Selling Shareholder or the BRLM.
The revised timeline of T+3 days has been made applicable in two phases, i.e., voluntary for all public issues opening on
or after September 1, 2023 and mandatory on or after December 1, 2023. Accordingly, the Offer will be made under UPI
Phase III on mandatory basis, subject to the timing of the Offer and any circulars, clarification or notification issued by
the SEBI from time to time, including with respect to SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August
9, 2023.
Any circulars or notifications from the SEBI after the date of this Prospectus may result in changes to the timelines.
Further, the offer procedure is subject to change to any revised circulars issued by the SEBI to this effect.
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 Exchanges are taken within such time as
prescribed by SEBI, the timetable may be extended due to various factors, such as any delay in receiving the final
listing and trading approval from the Stock Exchanges. In terms of the SEBI master circular no.
SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, our Company shall within three days from the
closure of the Offer, refund the subscription amount received in case of non – receipt of minimum subscription or
in case our Company fails to obtain listing or trading permission from the Stock Exchanges for the Equity Shares.
The commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges and
in accordance with the applicable laws. The Shareholder, severally and not jointly, has specifically confirmed that
it shall extend such reasonable support and co-operation required by our Company and the BRLM for completion
of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges
within such time as prescribed by SEBI.
The Registrar to the Offer was required to submit the details of cancelled/withdrawn/deleted applications to the
SCSB’s on daily basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the Bid/Offer
Closing Date by obtaining the same from the Stock Exchanges. The SCSB’s were required to unblock such
applications by the closing hours of the Working Day and submit the confirmation to the Book Running Lead
Manager and the RTA on a daily basis, as per the format prescribed in SEBI circular bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021. To avoid duplication,
In terms of the UPI Circulars, in relation to the Offer, the BRLM will be required to submit reports of compliance with
timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within such time as
prescribed by SEBI, identifying non-adherence to timelines and processes and an analysis of entities responsible for the
delay and the reasons associated with it.
Any circulars or notifications from SEBI after the date of this Prospectus may result in changes to the listing timelines.
Further, the Offer procedure is subject to change basis any revised SEBI circulars to this effect.
Submission of Bids (other than Bids from Anchor Investors):
Bid/ Offer Period (except the Bid/ Offer Closing Date)
Submission and revision in Bids Only between 10.00 a.m. and 5.00 p.m. IST
Bid/ Offer Closing Date*
Submission of electronic applications (Online ASBA through 3-in- Only between 10.00 a.m. and up to 5.00 p.m. IST
1 accounts) - For Retail Individual Bidders
Submission of electronic applications (Bank ASBA through Only between 10.00 a.m. and up to 4.00 p.m. IST
Online channels like internet banking, mobile banking and
Syndicate UPI ASBA applications where Bid Amount is up to
₹0.50 million)
Submission of electronic applications (Syndicate non-retail, non- Only between 10.00 a.m. and up to 3.00 p.m. IST
individual applications of QIB and NIIs)
Submission of physical applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST
Submission of physical applications (Syndicate non-retail, non- Only between 10.00 a.m. and up to 12.00 p.m. IST
individual applications of QIBs and NIIs where Bid Amount is
more than ₹0.50 million)
For Syndicate Members Only between 10.00 a.m. and up to 1.00 p.m. IST
Modification/ revision/cancellation of Bids
414Modification of Bids by QIBs and Non-Institutional Bidders Only between 10.00 a.m. and 5.00 p.m. IST
categories and modification/cancellation of Bids by Retail
Individual Bidders
Upward revision of Bids by QIBs and Non-Institutional Bidders Only between 10.00 a.m. and up to 4.00 p.m. IST
categories# on Bid/ Offer Closing Date
Upward or downward Revision of Bids or cancellation of Bids by Only between 10.00 a.m. on the Bid/Offer
RIBs Opening Date and up to 5.00 p.m. IST
* UPI mandate end time and date was at 5:00 pm on Bid/ Offer Closing Date.
# QIBs and Non-Institutional Bidders could neither revise their bids downwards nor cancel/withdraw their bids.
On the Bid/Offer Closing Date, the Bids were required to be uploaded until:
(i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Investors, and;
(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail.
On Bid/Offer Closing Date, extension of time would have been granted by Stock Exchanges only for uploading Bids
received by Retail Individual Investors after taking into account the total number of Bids received up to closure of timings
for acceptance of Bid cum Application Forms as stated herein and as reported by the BRLM to the Stock Exchanges.
The Registrar to the Offer was required to submit the details of cancelled/ withdrawn/ deleted applications to the SCSBs
on a daily basis within 60 minutes of the bid closure time from the Bid/ Offer Opening Date till the Bid/Offer Closing
Date by obtaining such information from the Stock Exchanges. The SCSBs were required to unblock such applications
by the closing hours of the Working Day and submit the confirmation to the BRLM and the RTA on a daily basis, as per
the format prescribed in SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.
It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount
was not blocked by the SCSBs, or not blocked under the UPI Mechanism in the relevant ASBA Account were
rejected. Further, it is also clarified that the ASBA applications were only processed after the application monies
were blocked in the Bidders bank account. Stock exchanges were required to accept the ASBA applications in
their electronic book building platform only with a mandatory confirmation on the application monies having been
blocked.
To avoid duplication, the facility of re-initiation provided to Syndicate Members was preferably allowed only once per
bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids.
The Designated Intermediaries were required to modify select fields uploaded in the Stock Exchange platform during the
Bid/Offer Period till 5.00 pm on the Bid/Offer Closing Date after which the Stock Exchange(s) shall send the bid
information to the Registrar to the Offer for further processing.
Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, Bidders were advised to submit
their Bids one day prior to the Bid/Offer Closing Date. Any time mentioned in the Red Herring Prospectus or this
Prospectus is IST. Bidders were cautioned that, in the event a large number of Bids were received on the Bid/Offer Closing
Date, some Bids may not get uploaded due to lack of sufficient time. Such Bids that could not be uploaded were not
considered for allocation under the Offer. Bids were accepted on the Stock Exchange platform only during Working Days,
during the Bid/ Offer Period. Further, as per letter no. List/SMD/SM/2006 dated July 3, 2006 and letter no.
NSE/IPO/25101- 6 dated July 6, 2006 issued by BSE and NSE respectively, Bids and any revision in Bids would not be
accepted on Saturdays and public holidays as declared by the Stock Exchanges. Bids by ASBA Bidders were required to
be uploaded by the relevant Designated Intermediary in the electronic system provided by the Stock Exchanges. None
among our Company, the Selling Shareholder or any member of the Syndicate were liable for any failure in (i) uploading
the Bids due to faults in any software/ hardware system or otherwise; and (ii) the blocking of Bid Amount in the ASBA
Account on receipt of instructions from the Sponsor Bank(s) on account of any errors, omissions or non compliance by
various parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in the UPI Mechanism.
None of our Company, the Selling Shareholder or any member of the Syndicate is liable for any failure in uploading
the Bids due to faults in any software or hardware system or blocking of application amount by SCSBs on receipt of
instructions from the Sponsor Bank due to any errors, omissions, or otherwise non-compliance by various parties
involved in, or any other fault, malfunctioning or breakdown in the UPI Mechanism
In case of discrepancy in data entered in the electronic book vis-à-vis data contained in the Bid cum Application Form for
a particular Bidder, the details as per the Bid file received from the Stock Exchanges would have been taken as the final
415data for the purpose of Allotment.
Minimum Subscription
If (i) our Company does not make the minimum Allotment in the Offer as specified under Rule 19(2)(b) of the SCRR or
does not achieve the minimum subscription of 90% of the Fresh Offer on the Bid/ Offer Closing Date; or (ii) subscription
level falls below the aforesaid minimum subscription after the Bid/ Offer Closing Date due to withdrawal of Bids, or after
technical rejections, or any other reason; or (iii) in case of devolvement of Underwriting, aforesaid minimum subscription
is not received within 60 days from the date of Bid/ Offer Closing Date; or (iv) if the listing or trading permission is not
obtained from the Stock Exchanges for the Equity Shares in the Offer, the Selling Shareholder, to the extent of the Offered
Shares and our Company shall forthwith refund the entire subscription amount in accordance with applicable law. If there
is a delay beyond four days, our Company, and every Director of our Company, who are officers in default, shall pay
interest at the rate of 15% per annum in accordance with the SEBI ICDR Regulations and any other applicable law. The
Selling Shareholder shall reimburse, in proportion to the Offered Shares, any expenses and interest incurred by our
Company on behalf of the Selling Shareholder for any delays in making refunds as required under the Companies Act
and any other applicable law, provided that the Selling Shareholder shall be responsible or liable for payment of such
interest, unless such delay is solely and directly attributable to an act or omission of the Selling Shareholder in relation to
the Offered Shares. All refunds made, interest borne, and expenses incurred (with regard to payment of refunds) by our
Company on behalf of any of the Selling Shareholder will be adjusted or reimbursed by the Selling Shareholder (only to
the extent of the Offered Shares), to our Company as agreed among our Company and the Selling Shareholder in writing,
in accordance with Applicable Law.
In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Offer and
in compliance with Rule 19(2)(b) of the SCRR, the Allotment for the valid Bids will be made in the first instance towards
subscription for 100% of the Fresh Offer. If there remain any balance valid Bids in the Offer, the Allotment for the balance
valid Bids will be made towards Equity Shares offered by the Selling Shareholder in such manner as specified in the Offer
Agreement.
Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of Bidders
to whom the Equity Shares will be Allotted will be not less than 1,000 out of which the entire application money shall be
unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any, in unblocking the ASBA Accounts
within such timeline as prescribed under applicable laws, our Company shall be liable to pay interest on the application
money in accordance with applicable laws.
Arrangement for Disposal of Odd Lots
Since our Equity Shares will be traded in dematerialised form only and the market lot for our Equity Shares will be one
(1) Equity Share, no arrangements for disposal of odd lots are required.
Restriction on Transfer of Shares and Transmission of Equity Shares
Except for lock-in of the pre-Offer capital of our Company, lock-in of the Promoters; minimum contribution and the
Anchor Investor lock-in in the Offer as detailed in “Capital Structure” on page 117, and except as provided in the Articles
of Association as detailed in “Main Provisions of the Articles of Association” on page 443, there are no restrictions on
transfers and transmission of Equity Shares and on their consolidation/ splitting.
New Financial Instruments
Our Company is not issuing any new financial instruments through this Offer.
Withdrawal of the Offer
The Offer would have been required to be withdrawn in the event the requirement of the minimum subscription for the
Fresh Offer as prescribed under Regulation 45 of the SEBI ICDR Regulations was not fulfilled. Our Company in
consultation with the BRLM, reserves the right not to proceed with the Fresh Offer and the Selling Shareholder reserves
the right not to proceed with the Offer for Sale, in whole or in part thereof, to the extent of the Offered Shares, after the
Bid/ Offer Opening Date but before the Allotment. In such an event, our Company would issue a public notice in the
newspapers in which the pre-Offer and Price Band advertisement, was published, within two days of the Bid/ Offer
Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the Offer and
inform the Stock Exchanges promptly on which the Equity Shares are proposed to be listed. The BRLM, through the
416Registrar to the Offer, shall notify the SCSBs and the Sponsor Banks(in case of UPI Bidders), to unblock the bank
accounts of the ASBA Bidders, And shall notify the Escrow Collection Bank to release the Bid Amounts to the Anchor
Investors, within one Working Day from the date of receipt of such notification and also inform the Bankers to the Offer
to process refunds to the Anchor Investors, as the case may be. The notice of withdrawal will be issued in the same
newspapers where the pre-Offer advertisements have appeared, and the Stock Exchanges will also be informed promptly.
In terms of the UPI Circulars, in relation to the Offer, the BRLM will submit reports of compliance with T+3 listing
timelines and activities, identifying non-adherence to timelines and processes and an analysis of entities responsible for
the delay and the reasons associated with it. Further, in case of any delay in unblocking of amounts in the ASBA Accounts
(including amounts blocked through the UPI Mechanism) exceeding two Working Days from the Bid/ Offer Closing
Date, the Bidder shall be compensated at a uniform rate of ₹100 per day, or 15% per annum of the Bid Amount, whichever
is higher, for the entire duration of delay exceeding two Working Days from the Bid/ Offer Closing Date by the
intermediary responsible for causing such delay in unblocking. The BRLM shall, in their sole discretion, identify and fix
the liability on such intermediary or entity responsible for such delay in unblocking.
If our Company in consultation with the BRLM withdraws the Offer after the Bid/ Offer Closing Date and thereafter
determines that it will proceed with an issue of the Equity Shares, our Company shall file a fresh draft red herring
prospectus with SEBI. Notwithstanding the foregoing, the Offer is also subject to obtaining(i)the final listing and trading
approvals of the Stock Exchanges, which our Company shall apply for after Allotment; and (ii) the filing of this
Prospectus with the RoC.
417OFFER PROCEDURE
All Bidders were required to read the General Information Document for Investing in Public Offers prepared and issued
in accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI Circulars
(the “General Information Document”) which highlights the key rules, processes and procedures applicable to public
issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR
Regulations. The General Information Document is available on the websites of the Stock Exchanges and the BRLM.
Please refer to the relevant provisions of the General Information Document which are applicable to the Offer, including
in relation to the process for Bids by UPI Bidders through the UPI Mechanism. The investors were required to note that
the details and process provided in the General Information Document should be read along with this section.
Additionally, all Bidders were required to refer to the General Information Document for information in relation to (i)
category of investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery and
allocation; (iv)payment instructions for ASBA Bidders; (v) issuance of Confirmation of Allocation Note (“CAN”) and
Allotment in the Offer; (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 have been rejected on
technical grounds); (xi) applicable provisions of Companies Act relating to punishment for fictitious applications; (xii)
mode of making refunds; and (xiii) interest in case of delay in Allotment or refund.
The 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, had 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. Pursuant
to its circular SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, the SEBI has increased the UPI limit from ₹0.2
million to ₹0.50 million for all the individual investors applying in public issues.
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 was discontinued and only the UPI Mechanism for such Bids
with a 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/DCR2/CIR/P/2019/133 dated November 8, 2019 extended the timeline for implementation of UPI Phase
II till March 31, 2020. SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, had decided
to continue with the UPI Phase II till further notice. The final reduced timeline of T+3 days for the UPI Mechanism for
applications by UPI Bidders (“UPI Phase III”) and modalities of the implementation of UPI Phase III was notified by
SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made effective on a voluntary
basis for all issues opening on or after September 1, 2023 and on a mandatory basis for all issues opening on or after
December 1, 2023. The Offer will be undertaken pursuant to the processes and procedures under UPI Phase III, 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/2022/51
dated April 20, 2022 and SEBI Circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, had introduced
certain additional measures for streamlining the process of initial public offers and redressing investor grievances.
Subsequently, vide the SEBI RTA Master Circular, consolidated the aforementioned circulars to the extent relevant for
RTAs, and rescinded these circulars.
Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual
Bidders in initial public offerings (opening on or after May 1, 2022) whose application sizes are up to ₹500,000 shall use
the UPI Mechanism. Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022,
applications made using the ASBA facility in initial public offerings shall be processed only after application monies are
blocked in the bank accounts of investors (all categories). These circulars are effective for initial public offers opening
on/or after May 1, 2021, and the provisions of these circulars, as amended, are deemed to form part of this Prospectus.
418In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in
SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, shall continue to form part of the
agreements being signed between the intermediaries involved in the public issuance process and lead managers shall
continue to coordinate with intermediaries involved in the said process
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/Issue Closing Date, the Bidder shall be compensated at a uniform
rate of ₹100 per day or 15% p.a of the Bid Amount, whichever is higher for the entire duration of delay exceeding two
Working Days from the Bid/Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The
BRLM shall be liable for compensating the Bidder at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount,
whichever is higher from the date of receipt of the Investor grievance until the date on which the blocked amounts are
unblocked. The BRLM shall, in their sole discretion, identify and fix the liability on such intermediary or entity
responsible for such delay in unblocking. Further, in accordance with the T+3 Notification, the reduced timelines for
refund of Application money has been made two days.
Further, our Company, the Selling Shareholder and the Syndicate do not accept any responsibility for the completeness
and accuracy of the information stated in this section and are not liable for any amendment, modification or change in
the applicable law which may occur after the date of this Prospectus. Bidders were advised to make their independent
investigations and ensure that their Bids were submitted in accordance with applicable laws and do not exceed the
investment limits or maximum number of Equity Shares that can be held by them under applicable law or as specified in
the Red Herring Prospectus and this Prospectus.
In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in
SEBI Circular. No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 shall continue to form part of the
agreements being signed between the intermediaries involved in the public issuance process and lead managers shall
continue to coordinate with intermediaries involved in the said process.
Our Company, the Selling Shareholder and the members of the Syndicate do not accept any responsibility for the
completeness and accuracy of the information stated in this section and the GID and are not liable for any amendment,
modification or change in the applicable law which may occur after the date of this Prospectus. Bidders were advised to
make their independent investigations and ensure that their Bids were 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 Red Herring Prospectus and this Prospectus.
Our Company, the Selling Shareholder and the members of the Syndicate are not liable for any adverse occurrences
consequent to the implementation of the UPI Mechanism for application in this Offer. Bidders were advised to make their
independent investigations and ensure that their Bids were submitted in accordance with applicable laws and did 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 Red Herring Prospectus and this Prospectus.
Book Building Procedure
The Offer was made through the Book Building Process in accordance with Regulation 6(1) and Rule 19(2)(b) of the
SCRR read with Regulation 31 of the SEBI ICDR Regulations wherein not more than 50% of the Net Offer was available
for allocation to QIBs on a proportionate basis, provided that our Company in consultation with the BRLM could have
allocated 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 was required to be reserved for domestic Mutual Funds, subject to valid Bids received
from them at or above the Anchor Investor Allocation Price. Further, in the event of under-subscription, or non-allocation
in the Anchor Investor Portion, the balance Equity Shares were required to be added to the QIB Portion. 5% of the QIB
Portion (excluding the Anchor Investor Portion) was available for allocation on a proportionate basis to Mutual Funds
only, and the remainder of the QIB Portion was available for allocation on a proportionate basis to all QIB Bidders (other
than Anchor Investors), including Mutual Funds, subject to valid Bids received at or above the Offer Price. Further, not
less than 15% of the Net Offer was made available for allocation on a proportionate basis to Non-Institutional Investors
and not less than 35% of the Net Offer was made available for allocation to Retail Individual Bidders in accordance with
the SEBI ICDR Regulations, subject to valid Bids received at or above the Offer Price. The Equity Shares available for
allocation to Non-Institutional Investors under the Non-Institutional Portion, were subject to the following: (i) one-
third of the portion available to Non-Institutional Bidders was reserved for Bidders with an application size of more
than ₹ 0.2 million and up to ₹ 1.00 million, and (ii) two-third of the portion available to Non-Institutional Investors was
reserved for Bidders with application size of more than ₹ 1 million, provided that the unsubscribed portion in either of the
aforementioned sub-categories could have been allocated to Bidders in the other sub-category of Non-Institutional
Investors.
419The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges. All potential
Bidders (except Anchor Investors) were required to mandatorily utilise the ASBA process providing details of their
respective ASBA accounts, and UPI ID (in case of UPI Bidders) if applicable, in which the corresponding Bid Amounts
were blocked by the SCSBs or under the UPI Mechanism, as applicable
Bidders were required to ensure that their PAN is linked with Aadhaar and are in compliance with the notification by the
Central Board of Direct Taxes dated February 13, 2020, read with press releases dated June 25, 2021, and September 17,
2021 and March 30, 2022, read with press release dated March 28, 2023 and any subsequent press releases in this regard.
Bidders were required to note that the Equity Shares would be allotted to all successful Bidders only in
dematerialized form. The Bid cum Application Forms which did not have the details of the Bidders’ depository
account, including the DP ID and the Client ID and the PAN and UPI ID (for Retail Individual Bidders
Bidding through the UPI Mechanism), were treated as incomplete and were liable to be rejected. Bidders did not
have the option of being Allotted Equity Shares in physical form.
Phased implementation of Unified Payments Interface
SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia, equity shares.
Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism
(in addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for applications by
RIBs through Designated Intermediaries with the objective to reduce the time duration from public issue closure to listing
from six Working Days to up to three Working Days. Considering the time required for making necessary changes to the
systems and to ensure complete and smooth transition to the UPI payment mechanism, the UPI Circulars have
introduced the UPI Mechanism in three phases in the following manner:
Phase I:
This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public issues,
whichever was later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019. Under
this phase, a RIB had the option to submit the ASBA Form with any of the Designated Intermediary and use his/ her
UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing continued to be six
Working Days.
Phase II:
This phase has become applicable from July 1, 2019. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 had decided to extend the timeline for implementation
of UPI Phase II until March 31, 2020. Subsequently, 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. Under this phase,
submission of the ASBA Form by RIBs through Designated Intermediaries (other than SCSBs) to SCSBs for blocking
of funds has been discontinued and replaced by the UPI Mechanism. However, the time duration from public issue closure
to listing continues to be six Working Days during this phase.
Phase III:
This phase has become applicable on a voluntary basis for all issues opening on or after September 1, 2023 and has
become applicable on a mandatory basis for all issues opening on or after December 1, 2023 vide SEBI circular bearing
number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“T+3 Notification”). In this phase, the time
duration from public issue closure to listing has been reduced to three Working Days. Accordingly, the Offer will be
undertaken pursuant to the processes and procedures under UPI Phase III on mandatory T+3 listing basis, subject to any
circulars, clarification or notification issued by the SEBI pursuant to the T+3 Notification.
All SCSBs offering facility of making application in public issues were required to also provide facility to make
application using UPI Mechanism. Our Company was 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 UPI Bidders using the UPI.
Pursuant to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 issued by SEBI, as
amended by the 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/2022/51 dated April 20, 2022 and SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140
dated August 9, 2023 (the “UPI Streamlining Circular”), SEBI has set out specific requirements for redressal of investor
420grievances for applications that have been made through the UPI Mechanism. The requirements of the UPI Streaming
Circular include, appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for
SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit
details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful Bidders
to be unblocked no later than one working day from the date on which the Basis of Allotment is finalised. Failure to
unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant securities law.
Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as well as the post-Offer
BRLM will be required to compensate the concerned investor.
The processing fees for applications made by UPI Bidders may be released to the SCSBs only after such banks provide a
written confirmation, in compliance with the SEBI RTA Master Circular in a format as prescribed by SEBI, from time to
time, and such payment of processing fees to the SCSBs shall be made in compliance with circulars prescribed by SEBI
and applicable law. The Offer will be made under UPI Phase III of the UPI Circular.
All SCSBs offering facility of making application in public issues were also required to provide facility to make
application using UPI.
Further, pursuant to SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, all individual investors
applying in public issues where the application amount is up to ₹ 0.50 million were required to use UPI and were also to
provide their UPI ID in the Bid cum Application Form submitted with any of the entities mentioned herein below:
a. a syndicate member;
b. a stock broker recognised with a registered stock exchange (and whose name is mentioned on the website of the stock
exchange as eligible for this activity);
c. a depository participant (whose name is mentioned on the website of the stock exchange as eligible for this activity);
d. a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock exchange as
eligible for this activity)
For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the
BRLM.
The Offer was made under UPI Phase III of the UPI Circular and the same was advertised in all editions of Financial
Express, an English national daily newspaper, (ii) all editions of Jansatta, a Hindi national daily newspaper and (iii)the
Mysore edition of Vijayavani, a Kannada daily newspaper (Kannada being the regional language of Karnataka, where our
Registered Office is located) on or prior to the Bid/ Offer Opening Date and such advertisement was also made available
to the Stock Exchanges for the purpose of uploading on their websites. All SCSBs offering facility of making
application in public issues were also required to provide facility to make application using UPI. Our Company
was 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 RIBs using the UPI Mechanism.
Further, in terms of the UPI Circulars, the payment of processing fees to the SCSBs was undertaken pursuant to an
application made by the SCSBs to the BRLM, and such application was made only after (i) unblocking of application
amounts for each application received by the SCSB had been fully completed, and (ii) applicable compensation relating
to investor complaints had been paid by the SCSB.
All SCSBs offering facility of making application in public issues were also required to provide facility to make
application using UPI.
For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the
BRLM.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus were made
available with the Designated Intermediaries at relevant Bidding Centers and at our Registered. The Bid cum Application
Forms were also made available for download on the websites of the NSE (www.nseindia.com) and the BSE
(www.bseindia.com) at least one day prior to the Bid/Offer Opening Date.
For Anchor Investors, the Bid cum Application Forms were made available at the offices of the BRLM.
All Bidders (other than Anchor Investors) had to compulsorily use the ASBA process to participate in the Offer. Anchor
421Investors were not permitted to participate in this Offer through the ASBA process.
All ASBA Bidders were required to provide bank account details and authorisation by the ASBA account holder to block
funds in their respective ASBA Accounts or the UPI ID (in case of UPI Bidders), as applicable in the relevant space
provided in the Bid cum Application Form and the Bid cum Application Form that did not contain such details were
liable to be rejected. Applications made by the UPI Bidders using third party bank account or using third party linked
bank account UPI ID were liable for rejection.
ASBA Bidders (not using the UPI Mechanism) were required to provide bank account details and authorisation to block
funds in their respective ASBA Accounts in the relevant space provided in the ASBA Form and the ASBA Forms that
did not contain such details were liable to be rejected. The ASBA Bidders were required to ensure that they had sufficient
balance in their bank accounts to be blocked through ASBA for their respective Bid as the application made by a Bidder
was only processed after the Bid amount was blocked in the ASBA account of the Bidder pursuant to SEBI circular
number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.
All ASBA Bidders were required to provide either, (i) bank account details and authorizations to block funds in the ASBA
Form; or (ii) the UPI ID (in case of UPI Bidders), as applicable, in the relevant space provided in the ASBA Form and
the ASBA Forms that did not contain such details were rejected. Applications made by the UPI Bidders using third party
bank account or using third party linked bank account UPI ID were liable to be rejected.
The UPI Bidders were required to provide the valid UPI ID in the relevant space provided in the Bid cum Application
Form and the Bid cum Application Forms that did not contain the UPI ID were liable to be rejected. ASBA Bidders were
required to ensure that the Bids were made on ASBA Forms bearing the stamp of the Designated Intermediary, submitted
at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified
stamp were liable to be rejected. UPI Bidders, were required to submit their ASBA Forms, including details of their UPI
IDs, with the Syndicate, sub-Syndicate members, Registered Brokers, RTAs or CDPs. RIBs authorising an SCSB to block
the Bid Amount in the ASBA Account were required to submit their ASBA Forms with the SCSBs.
Since the offer was made under Phase III, ASBA Bidders could have submitted the ASBA form in the manner below:
a. RIBs and NIIs (other than the UPI Bidders) could have submitted 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.
b. UPI Bidders, could have submitted 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.
c. QIBs and NIIs (not using the UPI Mechanism) could have submitted their ASBA Forms with SCSBs, Syndicate, sub-
syndicate members, Registered Brokers, RTAs or CDPs.
d. ASBA Bidders were required to ensure that the ASBA Account had sufficient credit balance such that an amount
equivalent to the full Bid Amount could be blocked by the SCSB or the Sponsor Banks, as applicable at the time of
submitting the Bid. In order to ensure timely information to investors, SCSBs were required to send SMS alerts to
investors intimating them about Bid Amounts blocked/ unblocked. Anchor Investors were not permitted to participate
in the Issue through the ASBA process. For Anchor Investors, the Anchor Investor Application was available with the
Book Running Lead Manager.
422The prescribed colour of the Bid cum Application Forms for various categories were as follows:
Category Colour of Bid cum
Application Form*
Resident Indians including resident QIBs, Non-Institutional Investors, Retail White
Individual Bidders and Eligible NRIs applying on a non-repatriation basis
Non-Residents including Eligible NRIs, their sub-accounts (other than sub- Blue
accounts which are foreign corporates or foreign individuals under the QIB
Portion), FVCIs, FPIs and registered bilateral and multilateral development
financial institutions applying on a repatriation basis
Anchor Investors White
* Excluding electronic Bid cum Application Forms
Notes:
(1) Electronic Bid cum Application forms were also available for download on the website of the NSE (www.nseindia.com) and the
BSE (www.bseindia.com).
(2) Bid cum Application Forms for Anchor Investors were made available at the office of the BRLM.
The Equity Shares offered in the Offer have not been and will not be registered, listed or otherwise qualified in any
jurisdiction except India and were not be offered or sold to persons outside of India except in compliance with the
applicable laws of each such jurisdiction. In particular, the Equity Shares offered in the Offer have not been and will not
be registered under the U.S. Securities Act or the securities laws of any state of the United States and were not offered or
sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable state securities laws. The Equity Shares were being offered and
sold only outside the United States in offshore transactions as defined in and in reliance on Regulation S.
In case of ASBA Forms, the relevant Designated Intermediaries were required to upload the relevant Bid details
(including UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the
Stock Exchanges.
Designated Intermediaries (other than SCSBs) were required to submit/deliver the ASBA Forms (except Bid cum
Application Forms submitted by UPI Bidders using the UPI Mechanism) to the respective SCSB, where the Bidder had a
bank account and did not submit it to any non-SCSB bank or any Escrow Collection Bank(s). Pursuant to NSE circular
dated July 22, 2022 with reference no. 23/2022 and BSE circular dated July 22, 2022 with reference no. 20220722-30,
has mandated that Trading Members, Syndicate Members, RTA and Depository Participants shall submit Syndicate
ASBA bids above ₹0.50 million and NII & QIB bids above ₹0.20 million through SCSBs only. Stock Exchanges were
required to validate the electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a real time basis
and bring inconsistencies to the notice of the relevant Designated Intermediaries, for rectification and resubmission within
the time specified by Stock Exchanges. Stock Exchanges could allow modification of either DP ID/Client ID or PAN ID,
bank code and location code in the Bid details already uploaded.
For UPI bidders using the UPI Mechanism, the Stock Exchanges were required to share the Bid details (including UPI
ID) with the Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate a UPI Mandate Request to such
UPI Bidders for blocking of funds. The Sponsor Banks were required to initiate request for blocking of funds through
NPCI to UPI Bidders, who accepted the UPI Mandate Request for blocking of funds on their respective mobile
applications associated with UPI ID linked bank account. The NPCI was required to maintain an audit trail for every Bid
entered in the Stock Exchanges bidding platform, and the liability to compensate UPI Bidders (Bidding through UPI
Mechanism) in case of failed transactions was with the concerned entity (i.e., the Sponsor Bank, NPCI or the issuer bank)
at whose end the lifecycle of the transaction has come to a halt. The NPCI was required to share the audit trail of all
disputed transactions/ investor complaints to the Sponsor Banks and the issuer bank. The Sponsor Banks and the Bankers
to the Offer were required to provide the audit trail to the BRLM for analysing the same and fixing liability. For ensuring
timely information to investors, SCSBs were required to send SMS alerts as specified in SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51
dated April 20, 2022.
The Sponsor Banks were required to undertake a reconciliation of Bid responses received from Stock Exchanges and sent
to NPCI and were also required to ensure that all the responses received from NPCI were sent to the Stock Exchanges
platform with detailed error code and description, if any. Further, the Sponsor Bank was required to undertake
reconciliation of all Bid requests and responses throughout their lifecycle on daily basis and share reports with the Book
Running Lead Manager in the format and within the timelines as specified under the SEBI UPI Circulars. Sponsor Bank
and issuer banks were required to download UPI settlement files and raw data files from the NPCI portal after every
settlement cycle and do a three way reconciliation with Banks UPI switch data, CBS data and UPI raw data. NPCI is
coordinated with issuer banks and Sponsor Bank(s) on a continuous basis.
423Pursuant to NSE circular dated August 3, 2022, with reference no. 25/2022, the following is applicable to all initial public
offers opening on or after September 1, 2022:
a. Cut-off time for acceptance of UPI mandate shall be up to 5:00 p.m. on the initial public offer closure date and existing
process of UPI bid entry by syndicate members, registrars to the offer and Depository Participants shall continue till
further notice;
b. There shall be no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on T+1 day for
already uploaded bids. The dedicated window provided for mismatch modification on T+1 day shall be discontinued;
c. Bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period up to 4.00
p.m. for QIBs and Non-Institutional Bidders categories and up to 5.00 p.m. for Retail Individual category on the initial
public offer closure day;
d. QIBs and Non-Institutional Bidders could neither revise their bids downwards nor cancel/withdraw their bids;
e. The Stock Exchanges shall display Offer demand details on its website and for UPI bids the demand shall
include/consider UPI bids only with latest status as RC 100–black request accepted by Investor/ client, based on
responses/status received from the Sponsor Bank(s).
Electronic registration of Bids
1. The Designated Intermediary could register the Bids using the on-line facilities of the Stock Exchanges. The
Designated Intermediaries could have also set up facilities for off-line electronic registration of Bids, subject to the
condition that they could subsequently upload the off-line data file into the on-line facilities for Book Building on a
regular basis before the closure of the Offer.
2. On the Bid/Offer Closing Date, the Designated Intermediaries were required to upload the Bids till such time as may
be permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus.
3. Only Bids that were uploaded on the Stock Exchanges Platform were considered for allocation/Allotment. The
Designated Intermediaries were given till 1:00 pm on the next Working Day following the Bid/Offer Closing Date to
modify select fields uploaded in the Stock Exchange Platform during the Bid/Offer Period after which the Stock
Exchange(s) sent the bid information to the Registrar to the Offer for further Processing.
4. QIBs and Non-Institutional Investors can neither revise their bids downwards nor cancel/withdraw their bids.
Participation by Promoters, Promoter Group, the BRLM, associates and affiliates of the BRLM and the Syndicate
Members and the persons related to Promoters, Promoter Group, BRLM and the Syndicate Members
The BRLM and the Syndicate Members were not allowed to purchase the Equity Shares in any manner, except towards
fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLM and the Syndicate
Members were permitted to purchase Equity Shares in the Offer, either in the QIB Portion or in the Non-Institutional
Category could 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. All categories of investors, including respective associates or affiliates
of the BRLM and Syndicate Members, were treated equally for the purpose of allocation to be made on a proportionate
basis.
Except for Mutual Funds, AIFs or FPIs other than individuals, corporate bodies and family offices sponsored by entities
which are associates of the BRLM or insurance companies promoted by entities which are associates of the BRLM, no
BRLM or its respective associates were permitted to apply in the Offer under the Anchor Investor Portion.
Further, an Anchor Investor was deemed to be an “associate of the BRLM” if: (i) either of them controls, directly or
indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (ii) either of
them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (iii) there
is a common director, excluding nominee director, amongst the Anchor Investors and the BRLM.
The Promoters and members of the Promoter Group could not participate in the Offer, except to the extent of participation
by our Promoters and members of the Promoter Group in the Offer for Sale.
Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate was required to be lodged with
the Bid cum Application Form. Failing this, the Company and the Selling Shareholder reserved the right to reject any Bid
424without assigning any reason thereof. Bids made by asset management companies or custodians of Mutual Funds were
required to specifically state names of the concerned schemes for which such Bids were made.
In case of a Mutual Fund, a separate Bid was required to be made in respect of each scheme of a Mutual Fund registered
with the SEBI and such Bids in respect of more than one scheme of a Mutual Fund were not treated as multiple Bids,
provided that such Bids clearly indicated the scheme for which the Bid was submitted.
No Mutual Fund scheme was required to 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% was not applicable for investments in case of index
funds or sector or industry specific scheme. No Mutual Fund under all its schemes could own more than 10% of any
company’s paid-up share capital carrying voting rights.
Bids by Eligible Non-Resident Indians (“NRIs”)
Eligible NRIs were required to obtain copies of Bid cum Application Form from the offices of the Designated
Intermediaries. Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange were
considered for Allotment. Eligible NRIs applying on a repatriation basis were required to authorise their SCSBs or confirm
or accept the UPI Mandate Request (in case of UPI Bidders through the UPI Mechanism to block their Non-Resident
External Accounts (“NRE Account”), or Foreign Currency Non- Resident Accounts (“FCNR Account”), and Eligible
NRIs bidding on a non-repatriation basis were required to authorise their SCSBs or confirm or accept the UPI Mandate
Request (in case of UPI Bidders through the UPI Mechanism) to block their Non-Resident Ordinary (“NRO” ) accounts
for the full Bid amount, at the time of submission of the Bid cum Application Form. Participation of Eligible NRIs in the
Offer was subject to the FEMA regulations.
NRIs applying in the Offer through the UPI Mechanism were advised to enquire with the relevant bank, whether
their account was UPI linked, prior to submitting a Bid cum Application Form.
Participation of Eligible NRIs in the Offer was subject to the FEMA NDI Rules. Participation of Eligible NRIs in the
Offer was subject to the FEMA Rules and a limit of 5% of the total paid-up capital of the Company on a fully diluted
basis was applicable on investments by Eligible NRIs. In accordance with the FEMA NDI Rules, the total holding by any
individual NRI, on a repatriation basis, could not exceed 5% of the total paid-up equity capital on a fully diluted basis or
could 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 could not exceed 10% of the total paid-up
equity capital on a fully diluted basis or could not exceed 10% of the paid-up value of each series of debentures or
preference shares or share warrant. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution
to that effect is passed by the members of the Indian company in a general meeting.
Eligible NRIs were permitted to apply in the Offer through Channel I or Channel II (as specified in the UPI Circulars).
Further, subject to applicable law, NRIs could use Channel IV (as specified in the UPI Circulars) to apply in the Offer,
provided the UPI facility was enabled for their NRE/ NRO accounts.
Participation of Eligible NRIs in the Offer was subject to the FEMA Rules. Only Bids accompanied by payment in
Indian rupees or fully converted foreign exchange were considered for Allotment
Eligible NRIs Bidding on a repatriation basis were advised to use the Bid cum Application Form meant for Non-
Residents (Blue in colour).
Eligible NRIs Bidding on non-repatriation basis were advised to use the Bid cum Application Form for residents (White
in colour).
For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities”
on page 442.
Bids by Hindu Undivided Family (“HUFs”)
Bids by Hindu Undivided Families or HUFs, were required to be made in the individual name of the Karta. The
Bidder/applicant was required to specify that the Bid was being made in the name of the HUF in the Bid cum Application
Form/Application Form as follows: “Name of sole or first Bidder/applicant: XYZ Hindu Undivided Family applying
through XYZ, where XYZ is the name of the Karta”. Bids/Applications by HUFs were be considered at par with
Bids/Applications from individuals.
425Bids by Foreign Portfolio Investors (“FPIs”)
An FPI may purchase or sell equity shares of an Indian company which is listed or to be listed on a recognised stock
exchange in India, and/or may purchase or sell securities other than equity instruments. FPIs were permitted to participate
in the Offer subject to compliance with conditions and restrictions which may be specified by the Government from time
to time.
In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the Equity Shares is subject
to limits, i.e., the individual holding of an FPI (including its investor group (which means multiple entities registered as
foreign portfolio investors and directly or indirectly, having common ownership of more than 50% or common control
shall be below 10% of our post-Offer Equity Share capital on a fully diluted basis.
In case the total holding of an FPI or investor group increases beyond 10% of the total paid-up Equity Share capital of
our Company, on a fully diluted basis, the total investment made by the FPI or investor group will be re-classified as FDI
subject to the conditions as specified by SEBI and the RBI in this regard and our Company and the investor will be required
to comply with applicable reporting requirements. Further, the total holdings of all FPIs put together, with effect from April
1, 2020, can be up to the sectoral cap applicable to the sector in which our Company operates (i.e., up to 100%). In terms
of the FEMA Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be
included.
In terms of the FEMA Non-debt Instruments Rules, for calculating the aggregate holding of FPIs in a company, holding
of all registered FPIs shall be included. In case the total holding of an FPI increases beyond 10% of the total paid-up
Equity Share capital, on a fully diluted basis or 10% or more of the paid-up value of any series of debentures or preference
shares or share warrants issued that may be issued by our Company, the total investment made by the FPI will be re-
classified as FDI subject to the conditions as specified by SEBI and the RBI in this regard and our Company and the
investor will be required to comply with applicable reporting requirements.
In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations
was required to be attached to the Bid cum Application Form, failing which our Company and the Selling Shareholder
reserved the right to reject any Bid without assigning any reason. FPIs who wished to participate in the Offer were advised
to use the Bid cum Application Form for Non-Residents (Blue in colour).
As specified in the General Information Document, it is hereby clarified that bids received from FPIs bearing the same
PAN were required to be treated as multiple Bids and were liable to be rejected, except for Bids from FPIs that utilized
the multiple investment manager structure in accordance with the Operational Guidelines for Foreign Portfolio Investors
and Designated Depository Participants issued to facilitate implementation of SEBI FPI Regulations (“MIM Structure”),
provided such Bids had been made with different beneficiary account numbers, Client IDs and DP IDs. Accordingly, it
should be noted that multiple Bids received from FPIs, who did not utilize the MIM Structure, and bear the same PAN,
were liable to be rejected. In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different
beneficiary account numbers, Client IDs and DP IDs, were required to provide a confirmation along with each of their
Bid cum Application Forms that the relevant FPIs making multiple Bids utilized the MIM Structure and indicated the
name of their respective investment managers in such confirmation. In the absence of such confirmation from the relevant
FPIs, such multiple Bids were liable to be rejected. Further, in the following cases, the bids by FPIs were not considered
as multiple Bids: involving (i) the MIM Structure and indicating the name of their respective investment managers in
such confirmation; (ii) offshore derivative instruments (“ODI”) which have obtained separate FPI registration for ODI
and proprietary derivative investments; (iii) sub funds or separate class of investors with segregated portfolio who obtain
separate FPI registration; (iv) FPI registrations granted at investment strategy level/sub fund level where a collective
investment scheme or fund has multiple investment strategies/sub-funds with identifiable differences and managed by a
single investment manager; (v) multiple branches in different jurisdictions of foreign bank registered as FPIs; (vi)
Government and Government related investors registered as Category 1 FPIs; and (vii) Entities registered as Collective
Investment Scheme having multiple share classes.
To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed that at
the time of finalisation of the Basis of Allotment, the Registrar shall (i)use the PAN issued by the Income Tax Department
of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs who have
invested in the Offer to ensure there is no breach of the investment limit, within the timelines for issue procedure, as
prescribed by SEBI from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation
21 of the SEBI FPI Regulations, an FPI was permitted to issue, subscribe to, or otherwise deal in offshore derivative
426instruments, directly or indirectly, only if it complied with the following conditions:
(a) such offshore derivative instruments are issued only by persons registered as Category I FPIs;
(b) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs;
(c) such offshore derivative instruments are issued after compliance with the ‘know your client’ norms as specified by
SEBI; and
(d) such other conditions as may be specified by SEBI from time to time.
An FPI was required to ensure that the transfer of an offshore derivative instruments issued by or on behalf of it, is subject
to (a) the transfer being made to persons which fulfil the criteria provided under Regulation 21(1) of the SEBI FPI
Regulations (as mentioned above from points (a) to (d)); and (b) prior consent of the FPI was obtained for such transfer,
except in cases, where the persons to whom the offshore derivative instruments were to be transferred, are pre-approved
by the FPI.
Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client IDs and DP
IDs were not treated as multiple Bids:
➢ FPIs which utilise the multi-investment manager structure;
➢ Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary derivative
investments;
➢ Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;
➢ FPI registrations granted at investment strategy level/sub fund level where a collective investment scheme or fund
has multiple investment strategies/sub-funds with identifiable differences and managed by a single investment
manager;
➢ Multiple branches in different jurisdictions of foreign bank registered as FPIs;
➢ Government and Government related investors registered as Category 1 FPIs; and
➢ Entities registered as collective investment scheme having multiple share classes.
The Bids belonging to any of the above mentioned seven structures and having same PAN could be collated and identified
as a single Bid in the Bidding process. The Equity Shares allotted in the Bid could be proportionately distributed to the
applicant FPIs (with same PAN).
In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary account
numbers, Client IDs and DP IDs, were required to provide a confirmation along with each of their Bid cum Application
Forms that the relevant FPIs making multiple Bids utilized any of the above-mentioned structures and indicated the name
of their respective investment managers in such confirmation. In the absence of such confirmation from the relevant FPIs,
such multiple Bids were rejected.
Participation of FPIs in the Offer was subject to the FEMA Rules.
Bids by SEBI registered Alternative Investment Funds, Venture Capital Funds and Foreign Venture Capital
Investors
The Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended (the “SEBI
AIF Regulations”) prescribe, amongst others, the investment restrictions on AIFs. Post the repeal of the Securities and
Exchange Board of India (Venture Capital Funds) Regulations, 1996, venture capital funds which have not re-registered
as AIFs under the SEBI AIF Regulations shall continue to be regulated by the SEBI (Venture Capital Funds) Regulations,
1996 until the existing fund or scheme managed by the fund is wound up and such fund shall not launch any new scheme
after the notification of the SEBI AIF Regulations. The Securities and Exchange Board of India (Foreign Venture Capital
Investors) Regulations, 2000, as amended (“SEBI FVCI Regulations”) prescribe the investment restrictions on FVCIs.
The category I and II AIFs cannot invest more than 25% of their investible funds in one investee company. A category
III AIF cannot invest more than 10% of its investible funds in one investee company. A VCF registered as a category I
AIF, cannot invest more than one-third of its investible funds, in the aggregate, in some specified instruments, including
by way of subscription to an initial public offering of a venture capital undertaking. An FVCI can invest only up to 33.33%
of its investible funds, in the aggregate, in some specified instruments, which includes subscription to an initial public
offering of a venture capital undertaking or an investee company (as defined under the SEBI AIF Regulations) whose
shares are proposed to be listed.
Participation of AIFs, VCFs and FVCIs was subject to the FEMA Rules.
427All non-resident investors were required to note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.
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, was required to be
attached to the Bid cum Application Form. Failing this, our Company and the Selling Shareholder reserved the right to
reject any Bid without assigning any reason thereof.
Bids by banking companies
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 were required to be attached to
the Bid cum Application Form, failing which our Company and the Selling Shareholder reserved the right to reject any
Bid without assigning any reason thereof, subject to applicable law.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949
(the “Banking Regulation Act”), and Master Direction – Reserve Bank of India (Financial Services provided by Banks)
Directions, 2016 is 10% of the paid-up share capital of the investee company or 10% of the bank’s own paid-up share
capital and reserves, as per the last audited balance sheet or a subsequent balance sheet, whichever is less. Further, the
aggregate investment in subsidiaries and other entities engaged in financial and non-financial services company cannot
exceed 20% of the bank’s paid-up share capital and reserves. A banking company was be permitted to invest in excess of
10% but not exceeding 30% of the paid-up share capital of such investee company if: (a) the investee company is engaged
in non-financial activities in which banking companies are permitted to engage under the Banking Regulation Act or the
additional acquisition is through restructuring of debt/corporate debt restructuring/strategic debt restructuring, or to protect
the bank’s interest on loans/investments made to a company, provided that the bank is required to submit a time-bound
action plan for disposal of such shares (in this sub-clause (b)) within a specified period to the RBI. A banking company
was required to procure a prior approval of the RBI to make investment in excess of 30% of the paid-up share capital of
the investee company, investment in a subsidiary and a financial services company that is not a subsidiary (with some
exceptions prescribed), and investment in a non-financial services company in excess of 10% of such investee company’s
paid-up share capital as stated in the Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as
amended.
Bids by SCSBs
SCSBs participating in the Offer were required to comply with the terms of the circulars dated September 13, 2012 and
January 2, 2013 issued by the SEBI. Such SCSBs were required to ensure that for making applications on their own account
using ASBA, they were required to have a separate account in their own name with any other SEBI registered SCSBs.
Further, such account was required to be used solely for the purpose of making application in public issues and clear
demarcated funds should have be enavailable in such account for such Bids.
Bids 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 was required to be attached to the Bid cum Application Form. Failing this, the Company and the Selling
Shareholder reserved the right to reject any Bid without assigning any reason thereof. The exposure norms for insurers
are prescribed under Regulation 9 of the Insurance Regulatory and Development Authority of India (Investment)
Regulations, 2016 (“IRDA Investment Regulations”), and are based on investments in the equity shares of a company,
the entire group of the investee company and the industry sector in which the investee company operates. Bidders were
advised to refer to the IRDA Investment Regulations for specific investment limits applicable to them.
Bids by Systemically Important Non-Banking Financial Companies
In case of Bids made by NBFC-SI, 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), were
required to be attached to the Bid-cum Application Form. Failing this, our Company and the Selling Shareholder reserved
the right to reject any Bid, without assigning any reason thereof. NBFC-SI participating in the Offer were required to
comply with all applicable regulations, guidelines and circulars issued by RBI from time to time.
428Bids under Power of Attorney
In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies, eligible
FPIs, AIFs, Mutual Funds, insurance companies, NBFC-SI, insurance funds set up by the army, navy or air force of the
India, insurance funds set up by the Department of Posts, India or the National Investment Fund and provident funds with
a minimum corpus of ₹ 250 million (subject to applicable laws) and pension funds with a minimum corpus of ₹ 250 million,
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 were required to be lodged along with
the Bid cum Application Form. Failing this, our Company and the Selling Shareholder reserved the right to accept or reject
any Bid in whole or in part, in either case, without assigning any reason thereof.
Our Company in consultation with the BRLM, in their absolute discretion, reserved 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 in consultation with the BRLM, may deem fit.
Bids by provident funds/pension funds
In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of ₹250 million
registered with the Pension Fund Regulatory and Development Authority established under Section 3(1) of the Pension
Fund Regulatory and Development Authority Act, 2013, subject to applicable law, a certified copy of a certificate from
a chartered accountant certifying the corpus of the provident fund/pension fund was required to be attached to the Bid
cum Application Form. Failing this, our Company in consultation with the BRLM reserved the right to reject any Bid,
without assigning any reason thereof.
Bids by Anchor Investors
In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section the key
terms for participation by Anchor Investors are provided below:
1. Anchor Investor Application Forms were required to be made available for the Anchor Investor Portion at the offices
of the Book Running Lead Manager.
2. The Bid was required to be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100.00
million. A Bid could not be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by
individual schemes of a Mutual Fund were required to be aggregated to determine the minimum application size of
₹100.00 million.
3. The Bid was for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100 million. A Bid
could not be submitted for over 60% of the QIB Category. In case of a Mutual Fund, separate Bids by individual
schemes of a Mutual Fund were required to be aggregated to determine the minimum application size of ₹100
million.
4. One-third of the Anchor Investor Portion was reserved for allocation to domestic Mutual Funds subject to valid Bids
received from domestic Mutual Funds at or above Anchor Investor Allocation Price.
5. Bidding for Anchor Investors opened one Working Day before the Bid/ Offer Opening Date and was completed on
the same day.
6. Our Company, in consultation with the BRLM finalised allocation to the Anchor Investors on a discretionary basis,
provided that the minimum number of Allottees in the Anchor Investor Portion was not less than:
(a) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹100.00 million;
(b) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion
is more than ₹100.00 million but up to ₹2,500 million, subject to a minimum Allotment of ₹50.00 million per Anchor
Investor; and (c) in case of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum of five
such investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an additional 10 Anchor
Investors for every additional ₹2,500 million, subject to minimum Allotment of ₹50 million per Anchor Investor.
7. Allocation to Anchor Investors was completed on the Anchor Investor Bidding Date. The number of Equity Shares
allocated to Anchor Investors and the price at which the allocation is made, was made available in the public domain
429by the BRLM before the Bid/Offer Opening Date, through intimation to the Stock Exchanges.
8. Anchor Investors could not withdraw or lower the size of their Bids at any stage after submission of the Bid.
9. 50% of the Equity Shares Allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a
period of 90 days from the date of Allotment and the remaining 50% shall be locked in for a period of 30 days from
the date of Allotment.
10. Neither the Book Running Lead Manager or any associate of the Book Running Lead Manager (other than Mutual
Funds sponsored by entities which are associates of the BRLM or AIFs sponsored by entities which are associates
of the BRLM or FPIs (other than individuals, corporate bodies and family offices) which are associates of the BRLM
or insurance companies promoted by entities which are associates of the BRLM or pension funds sponsored by
entities which are associates of the BRLM) could apply in the Offer under the Anchor Investors Portion. For details,
see “Offer Procedure – Participation by Promoters, Promoter Group, the BRLM, associates and affiliates of the
BRLM and the Syndicate Member and the persons related to Promoter, Promoter Group, BRLM and the Syndicate
Member” on page 424. Further, no person related to the Promoters or Promoter Group were permitted to apply under
the Anchor Investors category.
11. Bids made by QIBs under both the Anchor Investor Portion and the QIB Category were not considered as multiple
Bids.
The above information was given for the benefit of the Bidders. Our Company, the Selling Shareholder and the
BRLM are not liable for any amendments or modification or changes in applicable laws or regulations, which may
occur after the date of this Prospectus, when filed. Bidders were advised to make their independent investigations
and ensure that any single Bid from them did not exceed the applicable investment limits or maximum number of
the Equity Shares that could be held by them under applicable laws or regulation and as specified in the Red
Herring Prospectus or this Prospectus.
In accordance with RBI regulations, OCBs could not participate in the Offer.
Information for Bidders
The relevant Designated Intermediary was required to enter a maximum of three Bids at different price levels
opted in the Bid cum Application Form and such options were not considered as multiple Bids. It was the Bidder’s
responsibility to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid
by the Designated Intermediary did not guarantee that the Equity Shares shall be allocated/Allotted. Such
Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a Bidder
revised his or her Bid, he /she was required to surrender the earlier Acknowledgement Slip and could request for a revised
acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the previous Bid.
In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and
software of the electronic bidding system could 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 BRLM are cleared or approved by the Stock
Exchanges; nor did it in any manner warrant, certify or endorse the correctness or completeness of compliance with the
statutory and other requirements, nor did it take any responsibility for the financial or other soundness of our Company,
the management or any scheme or project of our Company; nor did it in any manner warrant, certify or endorse the
correctness or completeness of any of the contents of the Red Herring Prospectus or this Prospectus; nor did it warrant that
the Equity Shares will be listed or will continue to be listed on the Stock Exchanges.
Pre-Offer Advertisement
Subject to Section 30 of the Companies Act, our Company, after filing the Red Herring Prospectus with the RoC,
published a pre-Offer advertisement, in the form prescribed by the SEBI ICDR Regulations, in all editions of Financial
Express, an English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper, and the
Mysore edition of Vijayavani, a Kannada daily newspapers (Kannada being the regional language of Karnataka, where
our Registered is located). Our Company, in the pre-Offer advertisement stated the Bid/Offer Opening Date, the Bid/Offer
Closing Date and the QIB Bid/Offer Closing Date . This advertisement, subject to the provisions of Section 30 of the
Companies Act, was in the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations.
430Allotment Advertisement
Our Company, the Book Running Lead Manager and the Registrar to the Offer shall publish an allotment advertisement
before commencement of trading, disclosing the date of commencement of trading in: all editions of Financial Express,
an English national daily newspaper; all editions of Jansatta, a Hindi national daily newspaper; the Mysore edition of
Vijayavani, a Kannada national daily newspaper (Kannada also being the regional language of Karnataka, where our
Registered is located), each with wide circulation.
Signing of Underwriting Agreement and filing of Prospectus with the RoC
Our Company and the Selling Shareholder have entered into an Underwriting Agreement with the Underwriters dated
November 22, 2025. This Prospectus contains details of the Offer Price, Anchor Investor Offer Price, Offer size and
underwriting arrangements and is complete in all material respects.
General Instructions
Please note that QIBs and Non-Institutional Investors were not permitted to withdraw their Bid(s) or lower the size of
their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Investors could revise
or withdraw their Bid(s) until the Bid/ Offer Closing Date. Anchor Investors were not allowed to withdraw or lower the
size of their Bids after the Anchor Investor Bidding Date.
Do’s:
1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals;
2. Ensure that you have Bid within the Price Band;
3. Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than UPI Bidders using
the UPI Mechanism) in the Bid cum Application Form and such ASBA account belongs to you and no one else. UPI
Bidders using the UPI Mechanism were required to mention their correct UPI ID and was used for only his/her own
bank account which is linked to such UPI ID;
4. UPI Bidders using the UPI Mechanism were required to ensure that the bank, with which they have their bank
account, where the funds equivalent to the application amount are available for blocking is UPI 2.0 certified by
NPCI before submitting the ASBA Form to any of the Designated Intermediaries;
5. UPI Bidders using the UPI Mechanism were required to make Bids only through the SCSBs, mobile applications
and UPI handles whose name appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website.
An application made using incorrect UPI handle or using a bank account of an SCSB or bank which did not
mentioned on the SEBI website was liable to be rejected;
6. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
7. Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct and the Bidders
depository account is active, as Allotment of the Equity Shares will be in dematerialized form only;
8. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary was submitted to the
Designated Intermediary at the Bidding Centre within the prescribed time;
9. In case of joint Bids, ensure that 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;
10. All Bidders (other than Anchor Investors) were required to submit their Bids through the ASBA process only;
11. 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;
43112. Bidders were required to ensure that they receive the Acknowledgment slip or the acknowledgement number duly
signed and stamped by a Designated Intermediary, as applicable, for submission of the Bid cum Application Form;
13. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before
submitting the Bid cum Application Form under the ASBA process to any of the Designated Intermediaries;
14. Ensure that you submitted revised Bids to the same Designated Intermediary, through whom the original Bid was
placed and obtain a revised acknowledgment;
15. 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, (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, and (iii) any other
category of Bidders, including without limitation, multilateral/ bilateral institutions, which may be exempted from
specifying their PAN for transacting in the securities market, all Bidders were required to mention their PAN allotted
under the IT Act. The exemption for the Central or the State Government and officials appointed by the courts and
for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective
depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field
and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as
per the Demographic Details evidencing the same. All other applications in which PAN was not mentioned was
rejected;
16. Ensure that the Demographic Details were updated, true and correct in all respects;
17. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India were attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official
seal;
18. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper upload
of your Bid in the electronic Bidding system of the Stock Exchanges;
19. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc., relevant
documents were submitted;
20. Ensure that Bids submitted by any person outside India were in compliance with applicable foreign and Indian laws;
21. UPI bidders using the UPI Mechanism, were required to ensure that they approve the UPI Mandate Request
generated by the Sponsor Bank to authorise blocking of funds equivalent to application amount and subsequent debit
of funds in case of Allotment, in a timely manner; Bidders (except UPI Bidders Bidding using the UPI Mechanism)
were required to instruct their respective banks to release the funds blocked in the ASBA Account under the ASBA
process.
22. Note that in case the DP ID, UPI ID (where applicable), Client ID and the PAN mentioned in their Bid cum
Application Form and entered into the online IPO system of the Stock Exchanges by the relevant Designated
Intermediary, as the case may be, do not match with the DP ID, UPI ID (where applicable), Client ID and PAN
available in the Depository database, then such Bids were liable to be rejected;
23. However, Bids received from FPIs bearing the same PAN were not treated as multiple Bids in the event such FPIs
utilize the MIM structure and such bids were made with different beneficiary account numbers, Client IDs and DP
IDs.
24. In case of QIBs and NIIs, ensure that while Bidding through a Designated Intermediary, the ASBA Form was submitted
to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the
ASBA Form, is maintained has named at least one branch at that location for the Designated Intermediary to deposit
ASBA Forms (a list of such branches is available on the website of SEBI at http://www.sebi.gov.in ;
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 or the Sponsor Bank, as applicable 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;
43226. UPI Bidders using the UPI Mechanism were required to ensure that details of the Bid were reviewed and verified
by opening the attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate Request
using his/her UPI PIN. Upon the authorization of the mandate using his/her UPI PIN, the Retail Individual Bidder
was deemed to have verified the attachment containing the application details of the Retail Individual Bidder Bidding
using the UPI Mechanism in the UPI Mandate Request and have agreed to block the entire Bid Amount
and authorized the Sponsor Bank to issue a request to block the Bid Amount mentioned in the Bid Cum
Application Form in his/her ASBA Account;
27. UPI Bidders using the UPI Mechanism were required to mention valid UPI ID of only the Bidder (in case of single
account) and of the first Bidder (in case of joint account) in the Bid cum Application Form;
28. UPI Bidders using the UPI Mechanism, who have revised their Bids subsequent to making the initial Bid, should
have also approved the revised UPI Mandate Request generated by the Sponsor Bank to authorise blocking of funds
equivalent to the revised Bid Amount in his/her account and subsequent debit of funds in case of allotment in a
timely manner;
29. Bids by Eligible NRIs, HUFs and any individuals, corporate bodies and family offices, which are re-categorised as
category II FPI and registered with SEBI, for a Bid Amount of less than ₹ 0.20 million were considered under the
Retail Category for the purposes of allocation and Bids for a Bid Amount exceeding ₹ 0.20 million were considered
under the Non-Institutional Category for allocation in the Offer; and
30. The ASBA Bidders were required to ensure that bids above ₹ 0.50 million, are uploaded only by the SCSBs;
31. Ensure that Anchor Investors submitted their Bid cum Application Forms only to the BRLM.
32. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs,
were required to submit a confirmation that their Bids are under the MIM structure and indicate the name of their
investment managers in such confirmation which were required to submitted along with each of their Bid cum
Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids were rejected.
The Bid cum Application Form were 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 for a Bid Amount exceeding ₹ 0.20 million (for Bids by Retail Individual Bidders) and ₹ 0.50 million
for Bids by UPI Bidders;
3. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;
4. Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated Intermediary;
5. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by stock invest;
6. Do not submit the Bid for an amount more than funds available in your ASBA account.
7. Do not send Bid cum Application Forms by post, instead submit the same to the Designated Intermediary only;
8. Anchor Investors should not have Bid through the ASBA process;
9. Do not submit the ASBA Forms to any non-SCSB bank or to our Company or at a location other than the Bidding
Centers. If you are UPI Bidder and are using UPI Mechanism, do not submit the ASBA Form directly with SCSBs;
10. Do not submit the ASBA Forms to any Designated Intermediary that was not authorised to collect the relevant ASBA
Forms or to our Company;
11. Do not Bid on a physical Bid cum Application Form that was not have the stamp of the relevant Designated
Intermediary;
12. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
43313. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer/Offer size and/
or investment limit or maximum number of the Equity Shares that can be held under the applicable laws or
regulations or maximum amount permissible under the applicable regulations or under the terms of the Red Herring
Prospectus and this Prospectus;
14. Do not submit your Bid after 3.00 pm on the Bid/Offer Closing Date;
15. If you are a QIB, do not submit your Bid after 3.00 p.m. on the QIB Bid/Offer Closing Date;
16. Do not Bid for a Bid Amount exceeding ₹ 0.20 million (for Bids by Retail Individual Investors);
17. In case of ASBA Bidders (other than 3-in-1 Bids), Syndicate Members were required to ensure that they do
not upload any bids above ₹ 0.50 million.
18. Do not submit the General Index Register (GIR) number instead of the PAN;
19. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (where applicable) or provide details for
a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer;
20. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking in
the relevant ASBA Account or in the case of UPI bidder using the UPI Mechanism, in the UPI-linked bank account
where funds for making the Bid are available;
21. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount)
at any stage, if you are a QIB or a Non-Institutional Investor. Retail Individual Investors can revise or withdraw
their Bids until the Bid/Offer Closing Date;
22. 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 Bidder;
23. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case
of Bids submitted by Retail Individual Investors using the UPI Mechanism;
24. 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;
25. 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);
26. Do not submit more than one Bid cum Application Form per ASBA Account. If you are a UPI Bidder using the UPI
Mechanism, do not submit Bids through an SCSB and/or mobile application and/or UPI handle that is not listed on
the website of SEBI;
27. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
28. Do not submit a Bid cum Application Form with third party UPI ID or using a third party bank account (in case of
Bids submitted by UPI Bidder using the UPI Mechanism);
29. If you are a UPI Bidder and are using UPI mechanism, do not submit more than one ASBA Form for each UPI ID;
30. Do not Bid if you are an OCB; and
31. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process.
The Bid cum Application Form was liable to be rejected if the above instructions, as applicable, were not complied
with.
In case of any pre-Offer or post Offer related issues regarding demat credit/refund orders/unblocking etc., investors shall
reach out to the Company Secretary and Compliance Officer, and the Registrar. For details of the Company Secretary and
Compliance Officer and the Registrar, see “General Information” on page 97.
434Further, helpline details of the BRLM pursuant to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M
dated March 16, 2021 are set out in the table below
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Designated Stock Exchange, along with the BRLM and the Registrar, shall ensure that
the basis of allotment is finalised in a fair and proper manner in accordance with the procedure specified in SEBI ICDR
Regulations.
Method of allotment as may be prescribed by SEBI from time to time
Our Company will not make any allotment in excess of the Equity Shares offered through the Offer through the offer
document except in case of oversubscription for the purpose of rounding off to make allotment, in consultation with the
Designated Stock Exchange. Further, upon oversubscription, an allotment of not more than 1% of the Net Offer to public
may be made for the purpose of making allotment in minimum lots. The allotment of Equity Shares to applicants other
than to the Retail Individual Bidders and Anchor Investors shall be on a proportionate basis within the respective investor
categories and the number of securities allotted shall be rounded off to the nearest integer, subject to minimum allotment
being equal to the minimum application size as determined and disclosed.
The allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum bid lot, subject to
the availability of shares in Retail Individual Bidders category, and the remaining available shares, if any, shall be allotted
on a proportionate basis. The allotment to each Non-Institutional Investor shall not be less than the Minimum NIB
application size, subject to the availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity
Shares, if any, shall be allotted on a proportionate basis in accordance with the conditions specified in this regard in the
SEBI ICDR Regulations.
Payment into Escrow Account
Our Company in consultation with the BRLM, in their absolute discretion, decided the list of Anchor Investors to whom
the Allotment Advice was sent, pursuant to which the details of the Equity Shares allocated to them in their respective
names was notified to such Anchor Investors. Anchor Investors were not permitted to Bid in the Offer through the ASBA
process. Instead, Anchor Investors were required to transfer the Bid Amount (through direct credit, RTGS, NACH or
NEFT) to the Escrow Accounts. The payment instruments for payment into the Escrow Accounts were required to be drawn
in favour of:
(i) In case of resident Anchor Investors: “Excelsoft Technologies Limited Anchor R”
(ii) In case of Non-Resident Anchor Investors: “Excelsoft Technologies Limited Anchor NR”
Anchor Investors were required to note that the escrow mechanism was not prescribed by SEBI and was established as
an arrangement between our Company, the Selling Shareholder, the Syndicate, the Bankers to the Offer and the Registrar
to the Offer to facilitate collections from Anchor Investors.
Depository Arrangements
The Allotment of the Equity Shares in the Offer shall be only in a dematerialised form, (i.e., not in the form of physical
certificates but be fungible and be represented by the statement issued through the electronic mode). In this context,
tripartite agreements had been signed among our Company, the respective Depositories and the Registrar to the Offer:
➢ Tripartite Agreement dated November 28 ,2024 among NSDL, our Company and the Registrar to the Offer.
➢ Tripartite Agreement dated November 28, 2024 among CDSL, our Company and Registrar to the Offer.
Undertakings by our Company
Our Company undertakes the following:
(i) that the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;
(ii) that if the 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, failing which interest
435will be due to be paid to the Bidders at the rate prescribed under applicable law for the delayed period;
(iii) that all steps will be taken for completion of the necessary formalities for listing and commencement of trading at
all the Stock Exchanges where the Equity Shares are proposed to be listed within three Working Days of the Bid/Offer
Closing Date or such other time as may be prescribed;
(iv) that funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made
available to the Registrar to the Offer by our Company;
(v) where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication
shall be sent to the applicant within the time prescribed under applicable law, giving details of the bank where
refunds shall be credited along with amount and expected date of electronic credit of refund;
(vi) No further issue of the Equity Shares shall be made till the Equity Shares offered through this Prospectus are
listed or until the Bid monies are unblocked in ASBA Account/refunded on account of non-listing, under-
subscription, etc
(vii) that if our Company does not proceed with the Offer after the Bid/Offer Closing Date but prior to Allotment, the
reason thereof shall be given as a public notice within two days of the Bid/Offer Closing Date. The public notice
shall be issued in the same newspapers where the pre-Offer advertisements were published. The Stock Exchanges
on which the Equity Shares are proposed to be listed shall also be informed promptly;
(viii) that if our Company in consultation with the BRLM, withdraw the Offer after the Bid/Offer Closing Date, our
Company shall be required to file a fresh draft offer document with the SEBI, in the event our Company and/or the
Selling Shareholder subsequently decides to proceed with the Offer thereafter;
(ix) that adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders and Anchor
Investor Application Form from Anchor Investors; and
(x) that, except as disclosed in “Capital Structure” on page 106, no further issue of Equity Shares shall be made until
the Equity Shares issued or offered through this Prospectus are listed or until the Bid monies are refunded/unblocked
in the ASBA Accounts on account of non-listing, under- subscription etc.
Undertakings by Selling Shareholder
The Selling Shareholder undertakes the following in respect of the Offered Shares:
(i) that the Offered Shares are eligible for being offered in the Offer for Sale in terms of Regulation 8 of the SEBI ICDR
Regulations and are in dematerialised form;
(ii) that it is the legal and beneficial owner of, and has clear and marketable title to the Offered Shares;
(iii) that it shall provide all reasonable co-operation as requested by our Company in relation to the completion of
allotment and dispatch of the Allotment Advice and CAN, if required, and refund orders to the extent of the Offered
Shares;
(iv) the Offered Shares, other than equity shares received through bonus issue have been held by them for a period of at
least one year prior to the date of filing of this Prospectus with SEBI;
(v) that it shall not have recourse to the proceeds of the Offer for Sale of the Offered Shares which shall be held in escrow
in its favour, until final listing and trading approvals have been received from the Stock Exchanges; and
(vi) that it will provide such reasonable support and extend such reasonable cooperation as may be required by our
Company and the BRLM in redressal of such investor grievances that pertain to the Offered Shares.
(vii) it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or
otherwise to the Bidder for making a Bid in the Offer, and shall not make any payment, direct or indirect.
436Utilisation of Offer Proceeds
Our Board certifies that:
➢ all monies received out of the Offer 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;
➢ details of all monies utilized out of the Fresh Offer shall be disclosed, and continue to be disclosed till the time any
part of the Offer proceeds remains unutilized, under an appropriate head in the balance sheet of our Company
indicating the purpose for which such monies have been utilized; and
➢ details of all unutilized monies out of the Fresh Offer, if any shall be disclosed under an appropriate separate head
in the balance sheet indicating the form in which such unutilized monies have been invested.
Impersonation
Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act,
which is reproduced below:
“Any person who:
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
(b) makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name, shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least ₹ 1.00 million
or 1% of the turnover of the Company, whichever is lower, includes imprisonment for a term which shall not be less than
six months extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up
to three times such amount (provided that where the fraud involves public interest, such term shall not be less than three
years.) Further, where the fraud involves an amount less than ₹ 1.00 million or one per cent of the turnover of the company,
whichever is lower, and does not involve public interest, any person guilty of such fraud shall be punishable with
imprisonment for a term which may extend to five years or with fine which may extend to ₹ 5.0 million or with both.
437OFFER STRUCTURE
The Offer of 41,666,666* Equity Shares of face value ₹ 10/- each for cash at a price of ₹ 120/- per Equity Share (including
a share premium of ₹ 110/- per Equity Share), aggregating to ₹ 5,000.00* million, comprising a Fresh Offer of
15,000,000* Equity Shares of face value ₹ 10/- each aggregating to ₹ 1,800.00* million and an Offer for Sale of
26,666,666* Offered Shares of face value ₹ 10/- each aggregating to ₹ 3,200.00* million offered by the Selling
Shareholder. For details, see “The Offer” on page 88.
The Offer and the Net Offer will both constitute 36.21%* of the post-Offer paid-up Equity Share capital of our Company.
*Subject to finalisation of the Basis of Allotment
The Offer was made through Book Building Process in compliance with Rule 19(2)(b) of the SCRR and Regulation 6(1)
and Regulation 31 of the SEBI ICDR Regulations.
Particulars QIBs(1) Non-Institutional Bidders Retail Individual Investors
Number of Equity Shares 20,833,333* Equity 6,250,000* Equity Shares 14,583,333* Equity Shares of
available for Allotment/ Shares of face value ₹ 10/- of face value ₹ 10/- each face value ₹ 10/- each
allocation(2) each available for allocation or available for allocation or Net
Net Offer less allocation to Offer less allocation to QIB
QIB Bidders and Retail Bidders and Non- Institutional
Individual Bidders Investors
Percentage of Not more than 50 % of the Not less than 15% of the Not less than 35%of the Net
Offer Size Net Offer size was made Offer or the Net Offer less Offer or the Net Offer less
available for Allotment/ available for allocation to Allocation to QIBs and allocation to QIBs and Non-
allocation QIBs. RIBs was made available Institutional Bidders was
for allocation subject to the made available for allocation.
However, 5% of the following:
Net QIB Category was
made Further, one-third of the
available for allocation Non-Institutional Portion
proportionately to Mutual was made available for
Funds only. Mutual Funds allocation to Bidders with a
participating in the Bid size of
Mutual Fund Portion were morethan₹0.20million and
also eligible for allocation up to ₹1.00 million and
in the remaining balance two-thirds of the Non-
Net QIB Category Institutional Portion was
(excluding available for allocation to
the Anchor Investor Bidders with a Bid size of
Portion). more than ₹1.00million
and under-subscription in
The unsubscribed portion either of these two sub
in the Mutual Fund categories of the Non-
Portion was required to be Institutional Portion was
made available for required to be allocated to
allocation to other QIBs. Bidders in the other sub-
The unsubscribed portion category of the Non-
in the Mutual Fund Institutional Portion in
portion was required to be accordance with the SEBI
made available for ICDR Regulations, subject
allocation in the QIB to valid Bids received at or
Portion (excluding the above the Offer Price
Anchor Investor
Portion).
438Basis of Allotment/ Proportionate as follows The Equity Shares Proportionate, subject to
allocation if the respective (excluding the Anchor available for allotment to minimum Bid lot. The
category is oversubscribed* Investor Portion): Non-Institutional Bidders allotment to each Retail
under the Non-Institutional Individual Investor shall not
(a) 416,667* Equity Portion, shall be subject to be less than the
Shares of face the following:- minimum Bid Lot, subject to
value ₹ 10/- each availability of Equity Shares
shall be made i) one-third shall be of face value ₹ 10/- each in the
available for reserved for Bidders Retail Portion and the
Allotment on a with Bids exceeding remaining
proportionate basis ₹0.20 million and up to available Equity Shares if any,
to Mutual Funds ₹1.00 million; and was required to be allotted on
only; and a proportionate basis
(b) 20,833,333* ii) two thirds shall be For details see, “Offer
Equity Shares of face reserved for Bidders Procedure” on page 418.
value ₹ 10/- each with Bids exceeding
made available for ₹1.00 million
Allotment on a
proportionate basis to The unsubscribed portion
all QIBs, including in either of the
Mutual Funds aforementioned sub-
receiving allocation categories may be
as per (a)above. allocated to applicants in
c) 60% of the QIB the other sub-category of
Portion of Non-Institutional
12,499,999* Equity Investors. The allotment of
Shares of face value ₹ specified securities to each
10/- each may be Non-Institutional Investor
allocated on a shall not be less than the
discretionary basis to minimum application size,
Anchor Investors of subject to availability in the
which one-third was Non-Institutional
available for Category, and the
allocation to Mutual remainder, if any, was
Funds only, subject to required to be allotted on a
valid Bid received proportionate basis in
from Mutual Funds at accordance with the
or above the Anchor conditions specified in the
Investor Allocation SEBI ICDR Regulations.
Price
Mode of Bidding Through ASBA process Through ASBA process Through ASBA process only
Only (excluding the UPI only (including the UPI (including the UPI
Mechanism) (except in Mechanism for Bids up to Mechanism)
case of Anchor Investors) ₹ 500,000)
Minimum Bid Such number of Equity Such number of Equity 125 Equity Shares of face
Shares and in multiples of Shares and in multiples of value of ₹ 10/- each and in
125 Equity Shares of face 125 Equity Shares of face multiples of 125 Equity Shares
value ₹ 10/- each, that the value ₹ 10/- each that the of face value ₹ 10/- each
Bid Amount exceeds Bid Amount exceeds thereafter
₹ 0.20 million ₹ 0.20 million
Maximum Bid Such number of Equity Such number of Equity Such number of Equity Shares
Shares and in multiples of Shares and in multiples of and in multiples of 125 Equity
125 Equity Shares of face 125 Equity Shares of face Shares of face value ₹ 10/-
value ₹ 10/- each not value ₹ 10/- each not each so that the Bid Amount
exceeding the size of the exceeding the size of the does not exceed ₹ 0.20 Million
Net Offer, subject to Net Offer (excluding QIB
applicable limits portion), subject to
applicable limits
Bid Lot 125 Equity Shares of face value ₹ 10/- each and in multiples of 125 Equity Shares of face
value ₹ 10/- each thereafter
439Mode of Compulsorily in dematerialised form
allotment
Allotment Lot 125 Equity Shares of face value of ₹ 10/- each - and in multiples of one Equity Share of
face value ₹ 10/- each thereafter
Trading Lot One Equity Share of face value ₹ 10/- each
Who can apply** Public financial Resident Indian Resident Indian
institutions (as specified individuals, Eligible NRIs, individuals, Eligible NRIs and
in Section 2(72) of the HUFs (in the name of the HUFs (in the name of the
karta)
Companies Act), karta), companies,
scheduled commercial corporate bodies,
banks, Mutual Funds, scientific institutions
FPIs (other than societies and trusts and
individuals, corporate any individuals, corporate
bodies and family bodies and
offices), VCFs, AIFs, family offices which are
FVCIs registered with re-categorised as category
SEBI, multilateral and II FPIs and registered with
bilateral development SEBI
financial institutions,
state
industrial development
corporation, insurance
companies registered with
IRDAI, provident funds
(subject to applicable
law) with minimum
corpus of ₹250.00
million, registered with
the Pension Fund
Regulatory and
Development Authority
Established under Section
3(1) of the Pension Fund
Regulatory and
Development Act, 2013,
pension funds with
minimum corpus of
₹250.00 million, National
Investment Fund set up by
the Government of India,
the insurance funds set up
and managed by army,
navy or air force of the
Union of India, insurance
funds set up and managed
by the Department of
Posts, India, Systemically
Important Non-Banking
Financial Companies and
accredited investors as
defined in clause (ab) of
sub-regulation (1) of
regulation 2 of the SEBI
AIF Regulations, for the
limited purpose of their
investment in Angel
Funds registered with the
Board, under the SEBI
AIF Regulations, in
accordance with
applicable laws.
440Terms of Payment In case of Anchor Investors: Full Bid Amount was paid by the Anchor Investors at the
time of submission of their Bids***
In case of all other Bidders: Full Bid Amount was blocked by the SCSBs in the bank
account of the ASBA Bidder (other than Anchor 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.
*Subject to finalisation of the Basis of Allotment.
^ SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, has mandated that ASBA applications in public issues shall be
processed only after the application monies are blocked in the bank accounts of the investors. Accordingly, Stock Exchanges shall, for all categories of
investors viz. QIBs, NIBs and RIBs and also for all modes through which the applications are processed, accept the ASBA applications in their electronic
book building platform only with a mandatory confirmation on the application monies blocked.
(1)Our Company, in consultation with the BRLM, allocated up to 60% of the QIB Portion to Anchor Investors at the Anchor Investor Offer Price, on
a discretionary basis, subject to there being (i) a maximum of two Anchor Investors, where allocation in the Anchor Investor Portion is up
to ₹100 million, (ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more than ₹100
million but up to ₹2,500 million under the Anchor Investor Portion, subject to a minimum Allotment of ₹50 million per Anchor Investor, and (iii) in
case of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors
for allocation up to ₹2,500 million, and an additional 10 Anchor Investors for every additional ₹2,500 million or part thereof will be permitted, subject
to minimum allotment of ₹50 million per Anchor Investor. An Anchor Investor was required to make a minimum Bid of such number of Equity Shares,
that the Bid Amount was at least ₹100 million. One-third of the Anchor Investor Portion was required to be reserved for domestic Mutual Funds, subject
to valid Bids received at or above the price at which allocation was made to Anchor Investors, which price was determined by the Company in
consultation with the BRLM. In the event of under-subscription or non-Allotment in the Anchor Investor Portion, the balance Equity Shares in the
Anchor Investor Portion was required to be added to the Net QIB Portion.
(2)Further, not less than 15% of the Net Issue shall be was made available for allocation on a proportionate basis to Non Institutional Investors out of which
(a) one-third of such portion was reserved for applicants with application size of more than ₹ 0.20 million and up to ₹ 1.00 million; and (b) two-third of
such portion was reserved for applicants with application size of more than ₹ 1.00 million, provided that the unsubscribed portion in either of such sub-
categories was allocated to applicants in the other sub-category of Non-Institutional Investors and not less than 35% of the Net Issue was made 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.
Further, Equity Shares were allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid
Bids being received at or above the Issue Price.
Subject to valid Bids being received at or above the Offer Price, this Offer was made in accordance with Rule 19(2)(b) of the SCRR and Regulation
6(1) of the SEBI ICDR Regulations.
**In case of joint Bids, the Bid-cum-Application Form was required to contain only the name of the First Bidder whose name was required to also
appear as the first holder of the depository account held in joint names. The signature of only the First Bidder was required in the Bid-cum- Application
Form and such First Bidder was deemed to have signed on behalf of the joint holders. All communications were required to be addressed to such first
Bidder and could be dispatched to his or her address as per the Demographic Details received from Depositories.
***Full Bid Amount was paid by the Anchor Investors at the time of submission of the Anchor Investor Application Form, provided that any difference
between the price at which Equity Shares allocated to the Anchor Investors and the Anchor Investor Offer Price, was paid by the Anchor Investor pay-
in date as mentioned in the CAN. In case the Offer Price was lower than the Anchor Investor Allocation Price, the amount in excess of the Offer Price
paid by the Anchor Investors shall not be refunded to them. For further information on terms of payment applicable to Anchor Investors, see “Offer
Procedure – Bids by Anchor Investors” on page 429.
# The Bids by FPIs with certain structures as described under “Offer Procedure - Bids by Foreign Portfolio Investors (FPIs)” on page 426 and having
same PAN were collated and identified as a single bid in the Bidding process. The Equity Shares Allocated and Allotted to such successful Bidders (with
same PAN) were proportionately distributed.
Bidders were required to confirm and were deemed to have represented to our Company, the Selling Shareholder, the
Underwriters, their respective directors, officers, agents, affiliates and representatives that they were eligible under
applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares.
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 Bidder, the details as per the Bid file received from the Stock Exchanges may be taken
as the final data for the purpose of Allotment.
441RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and
FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can
be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may
be made. The responsibility of granting approval for foreign investment under the FDI Policy and FEMA has been
entrusted to the concerned ministries / departments.
The Government of India has from time to time made policy pronouncements on FDI through press notes and press
releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry (formerly
Department of Industrial Policy and Promotion), Government of India (“DPIIT”) issued the Consolidated Foreign Direct
Investment Policy notified by the DPIIT File Number 5(2)/2020-FDI Policy dated the October 15, 2020 (“FDI Policy”),
which consolidates and supersedes all previous press notes, press releases and clarifications on FDI issued by the DPIIT
that were in force and effect prior to October 15, 2020. The transfer of shares between an Indian resident and a non-
resident does not require the prior approval of the RBI, provided that: (i) the activities of the investee company are under
the automatic route under the foreign direct investment policy and transfer does not attract the provisions of the SEBI
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. For details, see “Key Regulations and Policies”
on page 219.
In terms of Press Note 3 of 2020, dated April 17, 2020, issued by the DPIIT, the FDI Policy has been recently amended
to state that all investments under the foreign direct investment route by entities of a country which shares land border
with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country will
require prior approval of the Government of India. 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 of India. Furthermore, on April 22, 2020, the Ministry of Finance, Government of India has also made similar
amendment to the FEMA Rules. Each Bidder was advised to 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.
FDI in companies engaged in sectors/ activities which are not listed in the FDI Policy is permitted up to 100% of the paid
up share capital of such company under the automatic route, subject to compliance with prescribed conditions. The FDI
Policy will be valid and remain in force until superseded in totality or in part thereof. Under the FDI Policy, 100%foreign
investment is permitted under automatic route in manufacturing sector.
For details of the aggregate limit for investments by NRIs and FPIs in our Company, see “Offer Procedure – Bids by
Eligible NRIs” and “Offer Procedure – Bids by Foreign Portfolio Investors (FPIs)” both on page 426.
The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholder and the Book
Running 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. Bidders were advised to make their independent
investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws
or regulation.
442SECTION VIII – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION
(THE COMPANIES ACT, 2013)
COMPANY LIMITED BY SHARES
(INCORPORATED UNDER THE COMPANIES ACT, 1956)
ARTICLES OF ASSOCIATION
OF
EXCELSOFT TECHNOLOGIES LIMITED
The following regulations comprised in these Articles of Association were adopted pursuant to members resolution passed
at the Extra Ordinary General Meeting of the Company held on 22nd July 2024, in substitution for, and to the entire
exclusion of the earlier regulations comprised on the extant Articles of Association of the Company.
Sno. Particulars
1. The regulations contained in Table F of the first schedule to the Companies Act,
2013 shall apply to the Company except so far as they are contrary to the following
Articles, which shall be the regulations for the management of the Company. In the
Table F
event of any conflict between these Articles and the Regulations in Table F, these
Articles shall prevail.
Interpretation Clause
2. (i) In the interpretation of these Articles, unless repugnant to the subject or
context—
(a) “Act” means the Companies Act, 2013 or any statutory modification or
re-enactment thereof for the time being in force and the term shall be
deemed to refer to the applicable section thereof which is relatable to the
relevant Article in which the said term appears in these Articles and any
previous company law, so far as may be applicable.
(b) “Articles” means these articles of association of the Company or as
altered from time to time.
(c) “Board of Directors” or “Board”, means the collective body of the
directors of the Company.
(d) “Board Meeting” shall mean any meeting of the Board, as convened
from time to time and any adjournment thereof, in accordance with law
Definitions
and the provisions of these Articles.
(e) “Beneficial Owner” shall mean beneficial owner as defined in Clause (a)
of subsection (1) of section 2 of the Depositories Act.
(f) “Capital” or “Share Capital” shall mean the share capital for the time
being, raised or authorised to be raised for the purpose of the Company.
(g) “Company” means “EXCELSOFT TECHNOLOGIES LIMITED”.
(h) “Depositories Act” shall mean The Depositories Act, 1996 and shall
include any statutory modification or re-enactment thereof.
(i) “Depository” shall mean a depository as defined in Clause (e) of sub-
section (1) of section 2 of the Depositories Act.
(j) "Encumbrance” shall mean
443(i) encumbrance, including without limitation, any security interest, claim,
mortgage, pledge, charge, hypothecation, lien, lease, assignment, deed
of trust, title retention, deposit by way of security, beneficial ownership
(including usufruct and similar entitlements), or any other similar
interest held by a third Person,
(ii) security interest or other encumbrance of any kind securing, or
conferring any priority of payment in respect of, any obligation of any
Person, including without limitation any right granted by a transaction
which, in legal terms, is not the granting of security but which has an
economic or financial effect similar to the granting of security under
Applicable Law,
(iii) right of pre-emption, right of first offer, or refusal or transfer restriction
in favour of any Person, or
(iv) any adverse claim as to title, possession or use.
(k) “Equity Shares” shall mean fully paid-up equity shares of the Company
having a par value of INR 10/- (Rupees Ten only) per Equity Share of
the Company, or any other issued share capital of the Company that is
reclassified, reorganized, reconstituted or converted into Equity Shares of
the Company.
(l) “Extraordinary General Meeting” shall mean an Extraordinary General
Meeting of the holders of Shares duly called and constituted in
accordance with the provisions of the Act.
(m) “Office” shall mean the registered Office for the time being of the
Company.
(n) “Paid-up” shall include the amount credited as paid up.
(o) “Rules” means the applicable rules for the time being in force as
prescribed under relevant sections of the Act.
(p) “Seal” means the common seal of the Company.
(q) “SEBI” mean the Securities and Exchange Board of India, constituted
under the Securities and Exchange Board of India Act, 1992.
(r) “SEBI Listing Regulations” shall mean Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended from time to time.
(s) “Securities” means Securities as defines under the Act.
(t) “Shareholder” or “shareholder” or “member” shall mean any
shareholder of the Company, from time to time
(u) “Stock Exchanges” shall mean the designated stock exchange and any
other stock exchange in India where the Securities of the Company are
listed.
(v) “Transfer” shall mean (i) any, direct or indirect, transfer or other
disposition of any shares, securities (including convertible securities), or
voting interests or any interest therein, including, without limitation, by
operation of Law, by court order, by judicial process, or by foreclosure,
levy or attachment; (ii) any, direct or indirect, sale, assignment, gift,
444donation, redemption, conversion or other disposition of such shares,
securities (including convertible securities) or voting interests or any
interest therein, pursuant to an agreement, arrangement, instrument or
understanding by which legal title to or beneficial ownership of such
shares, securities (including convertible securities) or voting interests or
any interest therein passes from one Person to another Person or to the
same Person in a different legal capacity, whether or not for value; (iii)
the granting of any security interest or encumbrance in, or extending or
attaching to, such shares, securities (including convertible securities) or
voting interests or any interest therein, and the word “Transferred” shall
be construed accordingly.
(ii) Unless the context otherwise requires, words or expressions contained in these
articles shall bear the same meaning as in the Act or the rules, as the case may be.
Public Company
3. The company is a Public Company within the meaning of section 2(71) of the
Section 2(71) of the
Companies Act, 2013.
Companies Act
Share Capital
4. (i) The Authorised Share Capital of the Company shall be as specified in Clause V
of Memorandum of Association of the Company with the power to increase or
reduce such capital from time to time in accordance with the Articles and as per the
applicable laws for the time being in force in this regard and also with the power to
divide the Shares in the capital for the time being into Equity Share Capital and
Preference Share Capital and to attach thereto respectively any preferential,
qualified or special rights, privileges or conditions, in accordance with the
provisions of the Act,these Articles and other applicable laws.
(ii) Subject to the provisions of the Companies Act 2013 and the applicable Rules
made thereunder, the Company / Board shall have power to issue / allot shares,
whether on preferential basis or otherwise, from time to time and the shares shall
be under the control of the Directors who may allot or otherwise dispose off the
same to such persons, on such terms and conditions and at such times as the
Directors think fit. Share Capital and
Kinds of Share Capital
(iii) Subject to the provisions of the Act and these Articles, the Board may issue
and allot shares in the capital of the Company on full payment or part payment for
any property or assets of any kind whatsoever sold or transferred, goods or
machinery supplied or for services rendered to the Company in the conduct of its
business and any shares which may be so allotted may be issued as fully paid-up or
partly paid-up otherwise than for cash, and if so issued, shall be deemed to be fully
paid-up or partly paid-up shares, as the case may be.
(iv) The Company may issue the following kinds of shares in accordance with these
Articles, the Act, the Rules and other applicable laws:
a) Equity share capital:
b) Preference share capital
5. (i) Unless, the shares have been issued in a dematerialized form, 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
Issuance of Certificate
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 for each certificate after the first.
445(ii)The Company shall be entitled to dematerialize its existing shares, rematerialize
its shares held in the depository and/or to offer its fresh shares in a dematerialized
form pursuant to the Depositories Act, as amended from time to time, and the rules
framed thereunder, if any.
(iii) Every certificate shall specify the shares to which it relates and the amount
paid-up thereon and shall be signed by two directors or by a director and the
company secretary, wherever the company has appointed a company secretary.
Provided that in case the company has a common seal it shall be affixed in the
presence of the persons required to sign the certificate.
(iv)In respect of any share or shares held jointly by several persons, the company
shall not be bound to issue more than one certificate, and delivery of a certificate
for a share to one of several joint holders shall be sufficient delivery to all such
holders.
(v) A certificate, issued under the common seal of the Company, specifying the
shares held by any Person shall be prima facie evidence of the title of the Person to
such shares. Where the shares are held in depository form, the record of Depository
shall be the prima facie evidence of the interest of the beneficial owner.
6. (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,
Loss of Share
a new certificate in lieu thereof shall be given. Every certificate under this Article
Certificate
shall be issued on payment of fees for each certificate, as may be fixed by the Board.
(ii) The provisions of Articles (6) and (7) shall mutatis mutandis apply to
debentures of the company.
7. 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.
8. (i) The Company may exercise the powers of paying commissions conferred by the
Act, to any person in connection with the subscription to its securities, provided
that the rate per cent or the amount of the commission paid or agreed to be paid
shall be disclosed in the manner required by the Act and the Rules.
(ii) The rate or amount of the commission shall not exceed the rate or amount Commission
prescribed by the Act and the Rules.
(iii) 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.
9. (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
Rights attached to
not the company is being wound up, be varied with the consent in writing, of such
Shares
number of the holders of the issued shares of that class, or with the sanction of a
resolution passed at a separate meeting of the holders of the shares of that class, as
prescribed by the Act.
446(ii) To every such separate meeting, the provisions of these Articles relating to
general meetings shall mutatis mutandis apply.
10. 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.
11. Subject to the provisions of the Act, the Board shall have the power to issue or re-
issue preference shares of one or more classes which are liable to be redeemed, or
converted to equity shares, on such terms and conditions and in such manner as
determined by the Board in accordance with the Act.
12. (i) The Board or the Company, as the case may be, may, in accordance with the Act
and the Rules, issue further shares to –
a) persons who, at the date of offer, are holders of equity shares of the
Company; such offer shall be deemed to include a right exercisable by the
person concerned to renounce the shares offered to him or any of them in
Issuance of Shares
favour of any other person; or
b) employees under any scheme of employees’ stock option; or
c) any persons, whether or not those persons include the persons referred to
in clause (a) or clause (b) above.
13. Where at any time, the Company proposes to increase its subscribed
Capital by the issue of further shares, such shares shall be offered—
(i) to Persons who, at the date of the offer, are holders of Equity Shares of the
Company, in proportion, as nearly as circumstances admit, to the Paid up Share
Capital on those shares
(ii) to employees under a scheme of employees’ stock option
(iii) to any Persons, if it is authorised by a Special Resolution, whether or not those
Persons include the Persons referred to in clause (i) or clause (ii) above, either for
cash or for a consideration other than cash, if the price of such shares is determined
by the valuation report of a registered valuer, subject to the compliance with the
applicable provisions of the Act and any other conditions as may be prescribed
Issuance of Shares
under Law.
(iv) A further issue of securities may be made in any manner whatsoever as the
board may determine including by way of preferential allotment or private
placement subject to and in accordance with Companies Act and rules made
thereunder with pricing method prescribed to listed entities under SEBI (Issue of
Capital Disclosures and Requirements) Regulations, as amended from time to time,
if applicable.
(v) The Company may issue bonus shares by way of capitalization profits or out of
securities premium or otherwise in accordance with the Act and the Rules and other
applicable provisions for the time being in force.
14. The Company shall have power to issue sweat equity shares to its employees or
directors for cash or against consideration (other than cash) for providing know-
how or making available rights in the nature of intellectual property rights or value
Issuance of Shares
additions by whatever name called, subject to the provisions of Section 54 of the
Act and any other related provisions as may be required for the time being in force.
15. The Company may issue shares to Employees including its Directors other than
independent directors and such other persons as the rules may allow, under
Issuance of Shares
Employee stock option scheme, Employee stock purchase scheme or any other
scheme, if authorized by the members in general meeting subject to the provisions
447of the Act, the Rules, applicable guidelines made there under and other applicable
laws for the time being in force.
Issue of Securities
16. Subject to compliance with applicable provision of the Act and rules framed
thereunder the company shall have power to issue any kind of securities as
permitted to be issued under the Act and rules framed thereunder and other Issuance of Securities
applicable laws for the time being in force.
Debentures
17. Any debentures, debenture-stock or other securities may be issued at a discount
(subject to the compliance with the provision of Section 53 of the Companies Act,
2013), premium or otherwise and may be issued on condition that they shall be Debentures
convertible into shares of any denomination.
18. Subject to applicable provisions of the Act, the Company may at any time pay a
commission to any person in consideration of his subscribing or agreeing to
subscribe or procuring or agreeing to procure subscription, (whether absolutely or Commission in
conditionally), for any shares or Debentures in the Company in accordance with accordance with Rules
the provisions of the Companies (Prospectus and Allotment of securities) Rules,
2014 as amended from time to time.
19. The Company may also, on any issue of shares or Debentures, pay such brokerage
as may be lawful.
Lien
20. (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 Sale of Shares Subject
to the company: to Lien
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.
(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.
21. 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 Sale of Shares subject
demanding payment of such part of the amount in respect of which the lien to 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.
22. (i) To give effect to any such sale, the Board may authorize some person to transfer
the shares sold to the purchaser thereof.
Transfer of Shares
(ii) The purchaser shall be registered as the holder of the shares comprised in any
such transfer.
448(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.
23. (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.
Proceeds from
(ii) The residue, if any, shall, subject to a like lien for sums not presently payable Transfer/ Sale
as existed upon the shares before the sale, be paid to the person entitled to the shares
at the date of the sale.
24. The provisions of these Articles relating to lien shall mutatis mutandis apply to any Mutatis Mutandis
other securities including debentures of the Company. apply to any other
securities including
debentures of the
Company
Calls on shares
25. (i)Subject to the provisions of Section 49 of the Act, 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 and
be payable at less 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 Calls on shares
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) The Board may, from time to time, at its discretion, extend the time fixed for
the payment of any call in respect of one or more members as the Board may deem
appropriate in any circumstances.
(iv) A call may be revoked or postponed at the discretion of the Board.
26. 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 Resolution for call on
installments. Shares
27. The joint holders of a share shall be jointly and severally liable to pay all calls in
Liability of Joint
respect thereof.
holders
28. (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. Failure in case of non-
payment of call
(ii) The Board shall be at liberty to waive payment of any such interest wholly or
in part.
29. (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
Liability on Shares
duly made and payable on the date on which by the terms of issue such sum
becomes payable.
449(ii) In case of non-payment of such sum, all the relevant provisions of these articles
as to payment of interest and expenses, forfeiture or otherwise shall apply as if such
sum had become payable by virtue of a call duly made and notified.
30. 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,
Advance on Shares
but for such advance, become presently payable) pay interest at such rate
as may be fixed by the Board. Nothing contained in this clause shall
confer on the member any right to participate in profits or dividends or
any voting rights in respect of the monies so paid by him until the same
would, but for such payment become presently payable by him.
31. The provisions of these Articles relating to calls shall mutatis mutandis apply to
any other securities including Debentures of the Company. Mutatis Mutandis
31A. (i) Every holder of securities of a company may, at any time, nominate, in the
prescribed manner, any person to whom his securities shall vest in the event of his
death.
(ii)Where the securities of a company are held by more than one person jointly, the
joint holders may together nominate, in the prescribed manner, any person to whom
all the rights in the securities shall vest in the event of death of all the Joint holders.
(iii)Notwithstanding anything contained in any other law for the time being in force
or in any disposition, whether testamentary or otherwise, in respect of the securities
of a company, where a nomination made in the prescribed manner purports to
confer on any person the right to vest the securities of the company, the nominee
shall, on the death of the holder of securities or, as the case may be, on the death of
Nomination of
the joint holders, become entitled to all the rights in the securities, of the holder or,
Securities
as the case may be, of all the joint holders, in relation to such securities, to the
exclusion of all other persons, unless the nomination is varied or cancelled in the
prescribed manner.
(iv)Where the nominee is a minor, it shall be lawful for the holder of the securities,
making the nomination to appoint, in the prescribed manner, any person to become
entitled to the securities of the company, in the event of the death of the nominee
during his minority.
(v) The transmission of Securities of the Company by the holders of such Securities
and transfer in case of nomination shall be subject to and in accordance with the
provisions of the Companies (Share Capital and Debentures) Rules, 2014.
Transfer of Shares
32. (i) The instrument of transfer of any share in the company shall be executed by or
on behalf of both the transferor and transferee.
Transfer of Shares
(ii) 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.
33. The Board may, subject to the right of appeal conferred by the Act, declines to
register—
(a) the transfer of a share, not being a fully paid share, to a person of whom
Board discretion of
they do not approve; or
Transfer of Shares
(b) any transfer of shares on which the company has a lien.
45034. 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;
(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 transferor to make the transfer; and
(c) the instrument of transfer is in respect of only one class of shares. Instrument of Transfer
Provided that where it is proved to the satisfaction of the Board that an instrument
of transfer signed by the transferor and transferee has been lost or the instrument
of transfer has not been delivered within the prescribed period, the Company may
register the transfer on such terms as to indemnify as the Board may think fit.
35. In accordance with Section 56 of the Act, the Rules and such other conditions as
may be prescribed under Law, every instrument of transfer of shares held in
physical form shall be in writing. In case of transfer of shares where the Company
Instrument of Transfer
has not issued any certificates and where the shares are held in dematerialized form,
the provisions of the Depositories Act shall apply.
36. On giving of previous notice of at least seven days or such lesser period in
accordance with Section 91 and rules made there under, the registration of transfers
may be suspended at such times and for such periods as the Board may from time
to time determine: Notice of Transfer of
Shares
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.
37. Subject to the provisions of Section 59 of Companies Act, 2013, these Articles and
any other applicable provisions of the Act for the time being in force, the Board
may decline to register any transfer of Shares on such grounds as it think fit in the
benefit of the company (notwithstanding that the proposed transferee be already a
Member), but in such case it shall, within two (2) months from the date the
Refusal to register
instrument of transfer was lodged with the Company, send to the transferee and the
Transfer
transferor notice of the refusal to register such transfer giving reasons for such
refusal. Provided that registration of a transfer shall not be refused on the grounds
of the transferor being either alone or jointly with any other person or persons
indebted to the Company on any account whatsoever.
38. The Board may delegate the power of transfer of Securities to a committee or to
compliance officer or to the registrar to an issue and/or share transfer agent(s).
Delegation Power
Provided that the delegated authority shall report on transfer of Securities to the
Board in each meeting.
39. The provisions of these Articles relating to transfer of shares shall mutatis mutandis
apply to any other securities including debentures of the Company. Mutatis Mutandis
Transmission of Shares
40. (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
title to his interest in the shares.
Transmission of
Securities
(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.
41. (i) Any person becoming entitled to a share in consequence of the death or Transmission of
insolvency of a member may, upon such evidence being produced as may from Securities
451time 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.
42. The Company shall be fully indemnified by such person from all liability, if any,
by actions taken by the Board to give effect to such registration or transfer. Indemnity Clause
43. (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. Registration of
Transmission
(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.
44. 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
Rights of member
respect of it to exercise any right conferred by membership in relation to meetings
pursuant to
of the company: Provided that the Board may, at any time, give notice requiring
Registration of
any such person to elect either to be registered himself or to transfer the share, and
Transmission
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.
45. The provisions of these Articles relating to transmission by operation of law shall Mutatis Mutandis
mutatis mutandis apply to any other Securities including debentures of the apply to any other
Company. Securities including
Debentures of the
Company
46. In case of transfer and transmission of shares or other marketable Securities where
the Company has not issued any certificates and where such shares or Securities
are being held in any electronic and fungible form in a Depository, the provisions Depositories Act
of the Depositories Act shall apply.
Forfeiture of Shares
47. 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 Forfeiture of Shares
may have accrued and all expenses that may have been incurred by the Company
by reason of non-payment.
48. The notice aforesaid shall—
(i) name a further day (not being earlier than the expiry of fourteen days from the Notice in case failure
date of service of the notice) on or before which the payment required by the notice to pay call money
is to be made; and
452(ii) 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.
49. 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
Forfeiture in case of
the payment required by the notice has been made, be forfeited by a resolution of
non-compliance
the Board to that effect.
50. (i) A forfeited share may be sold or otherwise disposed of on such terms and in
such manner as the Board thinks fit.
Disposal of Shares
(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the pursuant to Forfeiture
forfeiture on such terms as it thinks fit.
51. (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 presently
payable by him to the company in respect of the shares. Cessation of Member
pursuant to Forfeiture
(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.
52. (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, re-allotment 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, re-allotment or
disposal of the share.
53. Upon any sale, re-allotment or other disposal under the provisions of the preceding
Articles, the certificate(s), if any, originally issued in respect of the relative shares
shall (unless the same shall on demand by the Company has been previously
surrendered to it by the defaulting member) stand cancelled and become null and
void and be of no effect, and the Board shall be entitled to issue a duplicate
certificate(s) in respect of the said shares to the person(s) entitled thereto.
54. The Board may, subject to the provisions of the Act, accept a surrender of any share
from or by any member desirous of surrendering them on such terms as they think
Surrender of Shares
fit
55. The provisions of these articles 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 Forfeiture Clause
premium, as if the same had been payable by virtue of a call duly made and notified.
56. The provisions of these Articles relating to forfeiture of shares shall mutatis
mutandis apply to any other securities including debentures of the Company. Mutatis Mutandis
453Alteration of Capital
57. The company may, from time to time, by ordinary resolution increase the share
capital by such sum, to be divided into shares of such amount, as may be specified Resolution for increase
in there solution. of Share Capital
58. Subject to the provisions of section 61, the company may, by ordinary resolution,—
(i) consolidate and divide all or any of its share capital into shares of larger amount
than its existing shares;
(ii) convert all or any of its fully paid-up shares into stock, and reconvert that stock
into fully paid-up shares of any denomination;
Consolidation, Sub-
division, Reduction and
(iii) sub-divide its existing shares, or any of them, into shares of smaller amount
Cancellation of
than is fixed by the Memorandum, so however, that in the sub-division on the
Shares
proportion between the amount paid and the amount, if any, unpaid, on each
reduced share shall be the same as it was in the case of the shares from which the
reduced share is derived;
(iv) 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, and diminish the amount of its
share capital by the amount of the shares so cancelled.
59. Where shares are converted into stock,—
(i) 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.
(ii) the holders of stock shall, according to the amount of stock held by them, have Conversion of Shares
the same rights, privileges and advantages as regards dividends, voting at meetings into Stock
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.
(iii) 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.
60. The company may, by a special resolution, as prescribed by the Act, reduce in any
manner and in accordance with the provisions of the Act and the Rules,—
(i) its share capital; and/or
Reduction of Share
(ii) any capital redemption reserve account; and/or
Capital
(iii) any securities premium account; and/or
(iv) any other reserve in the nature of share capital.
Dematerialisation of Securities
61. (i)Definitions For the purpose of this Article:
Dematerialisation of
(a)‘Beneficial Owner’ means a person or persons whose name is recorded as
Securities
such with a depository;
(b)‘SEBI’ means the Securities and Exchange Board of India;
454(c)“Depository” shall mean a depository as defined in Clause (e) of sub-
section (1) of section 2 of the Depositories Act.
(ii) Subject to the provisions of the Act and Rules made thereunder the Company
may offer its Members facility to hold securities issued by it in dematerialized form.
(iii)Notwithstanding anything contained in the Articles, the Company may in
accordance with the provisions of the Depositories Act, 1996, be entitled to
dematerialise its securities, debentures and other marketable securities in
accordance with the applicable law and/or regulations promulgated from time to
time.
(iv) Every person subscribing to securities offered by the Company may have the
option to receive security certificates or to hold the securities with a Depository.
The Beneficial Owner of the securities may at any time opt out of holding the
securities with a Depository, in the manner provided by the Depositories Act, 1996;
and the Company shall, in the manner and within the time prescribed, issue to the
Beneficial Owner the required Certificates of Securities.
(v) All securities held by a depository shall be dematerialised and be in fungible
form. Nothing contained in Sections 89 and 186 of the Act shall apply to a
depository in respect of the securities held by it on behalf of the Beneficial Owners.
(vi)Notwithstanding anything to the contrary contained in the Act or these articles,
a depository shall be deemed to be the registered owner for the purpose of effecting
transfer of ownership of securities on behalf of the beneficial owner.
(vii) Save as otherwise provided in (iv) above, the depository as the registered
owner of the securities shall not have any rights or any other rights in respect of the
securities held by it.
(viii) Every person holding securities of the Company and whose name is entered
as the beneficial owner in the records of the Depository shall be deemed to be a
member/ shareholder of the Company. The beneficial owner of securities shall be
entitled to all the rights and benefits and be subject to all the liabilities in respect of
his securities which are held by a depository.
(ix) Notwithstanding anything contained in the Act or the Articles to the contrary,
where securities are held in Depository, the records of the beneficial ownership
may be served by such Depository on the Company by means of electronic mode
or by delivery of floppies or discs or any other drive.
(x) The Register and Index of Beneficial Owners maintained by a Depository under
section 11 of the Depositories Act, 1996 shall be deemed to be the corresponding
Register and Index of Members and Security holders for the purpose of the Articles.
(xi) The Company shall cause to be kept a register of members and index of
members indicating separately for each class of equity and preference shares held
by each member residing in or outside India, register of debentures and register of
any other security holders as per applicable law.
(xii) The register and index of Beneficial Owners maintained by a Depository under
the Depositories Act shall be deemed to be a register and index of members for the
purposes of this Act.
455(xiii) Notwithstanding anything contained in the Act or these Articles to the
contrary, where Securities are held in a Depository, the records of the beneficial
ownership may be served by such Depository on the Company by means of
electronic mode or by delivery of the physical papers.
(xiv) Except as specifically provided in these Articles, the provisions relating to
joint holders of shares, calls, lien on shares, forfeiture of shares and transfer and
transmission of shares shall be applicable to shares held in Depository so far as they
apply to shares held in physical form subject to the provisions of the Depositories
Act.
(xv) The Company shall intimate such Depository the details of allotment of share
to enable the Depository to enter in its records the name of such person as the
beneficial owner of that share.
(xvi) The provisions of these Articles shall mutatis mutandis apply to securities
other than shares and any reference to member herein shall apply to the holder of
the concerned security.
(xvii) Persons appearing as beneficial owners as per the register maintained by the
Depository shall be entitled to covered thereby and the Depository shall be the
registered owner of such shares only for the purpose of effecting transfer of
ownership of such shares on behalf of the beneficial owner.
(xviii) The members shall bear all charges of the depository participant.
(xix) If a member having dematerialised his holdings of shares opts for
rematerialisation of his holding of shares or a part thereof, share certificates will be
issued to him on a written request received for that purpose through the depository
participant.
(xx) The dematerialized shares can be transferred / transmitted as per rules of the
Depository
(xxi) The records of members holding as maintained by the Depository and
depository participants shall be the basis for all purpose of holdings of the
members, who have opted for the dematerialization.
(xxii) There will be no distinctive numbers for the dematerialised shares.
Capitalization of Profits
62. (i) The company in general meeting may, upon the recommendation of the Board,
resolve—
(a) that it is desirable to capitalize any part of the amount for the time being
standing to the credit of any of the company’s reserve accounts, or to the
credit of the profit and loss account, or otherwise available for
distribution; and
(b) that such sum be accordingly set free for distribution in the manner
specified in clause (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;
456(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) A securities premium account and a capital redemption reserve account
or any other permissible reserve account 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 article.
(iii) The Company shall not use revaluation reserves for issue of bonus Shares.
63. (i) Whenever such a resolution as aforesaid shall have been passed, the Board
shall—
(a) make all appropriations and applications of the amounts resolved to be
capitalized 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 infractions; and
(b) to authorize any person to enter, on behalf of all the members entitled
thereto, into an agreement with the company providing for the allotment
to them respectively, credited as fully paid-up, of any further shares to
which they may be entitled upon such capitalization, or as the case may
require, for the payment by the company on their behalf, by the
application thereto of their respective proportions of profits resolved to
be capitalized, 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
64. Notwithstanding anything contained in these articles but subject to the provisions
of sections 68 to 70 of the Act read with the Rules made thereunder from time to
time, and as may be prescribed by the SEBI 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
65. (i) In accordance with the provisions of the Act, the Company shall in each year
hold Annual General Meeting and shall specify the meeting as such in the notices Annual General
convening such meetings. All general meetings other than annual general meeting Meeting
shall be called extraordinary general meeting.
457(ii) No General Meeting shall be held unless at least 21 clear days prior written
notice, or shorter written notice in accordance with the Act, of that meeting has
been given to each Member as per the provisions of the Act; provided that any
General Meeting, may be called after giving shorter notice than the notices required
above, if consent thereto is accorded, in the case of any other meeting, by Members
of the Company majority in number and representing / holding not less than 95%
of the paid-up Share Capital which gives the right to vote to such Members. In
General Meeting, only such agenda will be considered as is specified in the notice
to the Members with respect to such meetings.
(iii) Notwithstanding anything contained in this Act or these Articles, the
Company—
(a) shall, in respect of such items of business as the Central
Government may, by notification, declare to be transacted only
by means of postal ballot; and
(b) may, in respect of any item of business, other than ordinary
business and any business in respect of which Directors or
auditors have a right to be heard at any meeting, transact by
means of postal ballot, in such manner as may be prescribed,
instead of transacting such business at a General Meeting.
(c) If a resolution is assented to by the requisite majority of the
Shareholders by means of postal ballot, it shall be deemed to
have been duly passed at a General Meeting convened in that
behalf.
66. (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
Extra-ordinary General
a quorum are not within India, any director or any two members of the company
Meeting
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.
Proceedings at General Meetings
67. 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. Quorum
68. (i) Save as otherwise provided herein, the quorum for the general meetings shall be
as provided in section 103.
(ii) The chairperson, if any, of the Board shall preside as Chairperson at every
general meeting of the company.
(iii) 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 Provision relating
to be Chairperson of the meeting. to Chairperson of
the Meeting
(iv) 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.
(v) On any business at any general meeting, in case of an equality of votes, whether
on a show of hands or electronically or on a poll, the Chairperson shall have a
second or casting vote.
458Adjournment of Meeting
69. (i) The quorum for the Shareholders’ Meeting shall be in accordance with Section
103 of the Act. Subject to the provisions of Section 103(2) of the Act, if such a
quorum is not present within half an hour from the time set for the Shareholders’
Meeting, the Shareholders’ Meeting shall be adjourned to the same day in the next
week at same time and place or to such other date and such other time and place as
the Board may determine and the agenda for the adjourned Shareholders’ Meeting
shall remain the same. If at such adjourned meeting also, a quorum is not present,
at the expiration of half an hour from the time appointed for holding the meeting,
the members present shall be a quorum, and may transact the business for which
the meeting was called.
Adjournment of
Meeting
(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
70. 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
Voting Clause
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.
71. A member may exercise his vote at a meeting by electronic means in accordance Voting by
with section 108 and shall vote only once. Electronic means
72. (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. Voting by Joint-
Holders
(ii) For this purpose, seniority shall be determined by the order in which the names
stand in the register of members.
73. A member of unsound mind, or in respect of whom an order has been made by any
Voting by Lunatic,
court having jurisdiction in lunacy, may vote, whether on a show of hands or on a
unsound mind,
poll, by his committee or other legal guardian, and any such committee or guardian
minor, Legal
may, on a poll, vote by proxy. If any member be a minor, the vote in respect of his
guardian
share or shares shall be by his guardian or any one of his guardians.
74. Subject to the provisions of the Act and other provisions of these Articles, any
person entitled under the Transmission Clause to any shares may vote at any
general meeting in respect thereof as if he was the registered holder of such shares,
provided that at least 48 (forty eight) hours before the time of holding the meeting
Transmission clause
or adjourned meeting, as the case may be, at which he proposes to vote, he shall
duly satisfy the Board of his right to such shares unless the Board shall have
previously admitted his right to vote at such meeting in respect thereof.
75. Any business other than that upon which a poll has been demanded may be Voting by means
preceded with, pending the taking of the poll. of Poll
45976. No member shall be entitled to vote at any general meeting unless all calls or other
Voting subject to
sums presently payable by him in respect of shares in the company have been paid
shares fully Paid-up
or in regard to which the company has exercised any right of lien.
77. (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
78. 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
Proxy Clause
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.
79. An instrument appointing a proxy shall be in the form as prescribed in the rules Instrument of
made under section 105. Proxy
80. 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 transfer
of the shares in respect of which the proxy is given:
Vote by Proxy
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.
81. Passing Resolutions By Postal Ballot
(a) Notwithstanding any of the provisions of these Articles, the
Company may, and in the case of resolutions relating to such
business as notified under the Companies (Management and
Administration) Rules, 2014, as amended, or other Law
required to be passed by postal ballot, shall get any resolution
passed by means of a postal ballot, instead of transacting the
business in the General Meeting of the Company. Also, the
Postal Ballot
Company may, in respect of any item of business other than
Clause
ordinary business and any business in respect of which
Directors or Auditors have a right to be heard at any meeting,
transact the same by way of postal ballot.
(b) Where the Company decides to pass any resolution by resorting
to postal ballot, it shall follow the procedures as prescribed
under Section 110 of the Act and the Companies (Management
and Administration) Rules, 2014, as amended from time and
applicable Law.
Board of Directors
82. Unless otherwise determined by the Company in general meeting, the number of
directors shall not be less than 3 (three) and shall not be more than 15 (Fifteen).
Number of
The Company shall also comply with the provisions of the Act, and the rules made
Directors
there under and the provisions of the SEBI Listing Regulations with respect to
constitution of the Board.
46083. The same individual may, at the same time, be appointed as the Chairperson of the Chairperson, CEO
Company as well as the Managing Director or Chief Executive Officer of the & Managing
Company. Directo
84. (i) The remuneration of the directors shall, in so far as it consists of a monthly
payment, be deemed to accrue from day-to-day.
(ii)The remuneration payable to the directors, including any managing director or
whole-time director or manager, if any, shall be determined in accordance with and
subject to the provisions of the Act and rules made there under and provisions of
the SEBI Listing Regulations. Payment of
Remuneration to
(iii) In addition to the remuneration payable to them in pursuance of the Act, the Directors
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.
85. Every Director may be paid a sitting fee of such sum and subject to the ceiling as
may be prescribed by the Central Government from time to time for each meeting
of the Board of Directors or of any Committee thereof attended by such director.
The Board may, from time to time, decide quantum of sitting fees payable to a Sitting fees Clause
director for attendance at the Board Meeting or of any Committee thereof within
the overall maximum limits prescribed apart from travelling and other expenses.
86. 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.
87. (i) Subject to the provisions of the Act, 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.
Additional Director
appointment
(ii) Such person, subject to applicable laws, rules or regulations, 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.
88. (i) The Board may appoint an alternate director to act for a director (hereinafter in
this Article called “the Original Director”) during his absence for a period of not
less than three months from India. No person shall be appointed as an alternate
director for an independent director unless he is qualified to be appointed as an
independent director under the provisions of the Act.
(ii) An alternate director shall not hold office for a period longer than that Alternate Director
permissible to the Original Director in whose place he has been appointed and shall Appointment
vacate the office if and when the Original Director returns to India.
(iii) If the term of office of the original director is determined before he so returns
to India, any provision for the automatic re-appointment of retiring directors in
default of another appointment shall apply to the original director, and not to the
alternate director.
46189. (i) If the office of any director appointed by the Company in general meeting is
vacated before his term of office expires in the normal course, the resulting casual
vacancy may, be filled by the Board of Directors at a meeting of the Board which
shall be subsequently approved by members in the immediate next general meeting.
Causal Vacancy
(ii) The director so appointed shall hold office only up to the date up to which the
director in whose place he is appointed would have held office if it had not been
vacated.
90. The company may exercise the powers conferred on it by section 88 with regard to
Exercise of power
the keeping of a foreign register; and the Board may (subject to the provisions of
pursuant to section
that section) make and vary such regulations as it may think fit respecting the
88
keeping of any such register.
91. The Company shall have such number of Independent Directors on the Board of
the Company, as may be required in terms of the provisions of Section 149 of the
Act and the Companies (Appointment and Qualification of Directors) Rules, 2014
or any other Law, as may be applicable. Further, the appointment of such
Independent Directors
Independent Directors shall be in terms of the aforesaid provisions of Law and
Appointment
subject to the requirements prescribed under the SEBI Listing Regulations. Every
director present at any physical meeting of the Board or of a committee thereof
shall sign his name in a book to be kept for that purpose.
92. (a) The Company shall keep at its Office, a Register containing the particulars of
its Directors, Managing Directors, Manager, Secretaries and other Persons
mentioned in Section 170 of the Act and shall otherwise comply with the provisions
of the said Section in all respects.
Registers
(b) The Company shall in respect of each of its Directors and key managerial
personnel keep at its Office a Register, as required by Section 170 of the Act, and
shall otherwise duly comply with the provisions of the said Section in all respects.
Independent Director
93. The Board of Directors may appoint such number of Independent Directors as may
Independent Director
be required to be appointed under Act, and under SEBI Listing regulations as
Appointment Clause
amended from time to time.
94. (i) Independent directors shall possess such qualification as required under the act
and under SEBI Listing regulations as amended from time to time.
Qualification of
(ii) Independent Director shall be appointed for such period as prescribed under Independent Director
relevant provisions Act, Schedules thereof under SEBI Listing regulations as
amended from time to time.
Powers of the Board
95. The management of the business of the Company shall be vested in the Board and
the Board may exercise all such powers, and do all such acts and things, as the
Company is by the Memorandum of Association or otherwise authorized to
exercise and do, and, not hereby or by the statute or otherwise directed or required
to be exercised or done by the Company in general meeting but subject nevertheless
to the provisions of the Act and other laws and of the Memorandum of Association
and these Articles and to any regulations, not being inconsistent with the Powers of the Board
Memorandum of Association and these Articles or the Act, from time to time made
by the Company in general meeting provided that no such regulation shall
invalidate any prior act of the Board which would have been valid if such regulation
had not been made
462Proceedings of the Board
96. (i) 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.
(iii) The quorum for a Board meeting shall be as provided in the Act and as provided
in SEBI Listing regulations and directors participating through electronic mode in
a meeting shall be counted for the purposes of quorum.
Proceedings at the
(iv) The participation of directors in a meeting of the Board may be either in person Meeting
or through video conferencing or audio-visual means or any other mode as may be
permitted by the Act and Rules.
(v) At least 7 (seven) days’ notice of every meeting of the Board shall be given in
writing to every Director for the time being at his address registered with the
Company and such notice shall be sent by hand delivery or by post or by electronic
means. A meeting of the Board may be convened in accordance with these Articles
by a shorter notice in case of any emergency.
97. (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.
Voting and
(ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have Decision making
a second or casting vote.
98. 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
Quorum to be
meeting of the Board, the continuing directors or director may act for the purpose
maintained
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.
99. (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 members to be Chairperson of the Chairperson at the
meeting. meeting
(iii) Any Director so appointed to the office of Chairperson shall not be deemed to
have vacated the said office of Chairperson, by reason only that he retires or vacates
at any Annual General Meeting of the Company and is re-elected at the same
meeting.
100. (i) The Board of the Company shall in accordance with act, rules or any other Law
and the provisions of the SEBI Listing Regulations, as amended from time to time,
form such committees as may be required in the manner specified therein, if the
same are applicable to the Company. Formation of Board
Committees
(ii) The participation of directors in a meeting of the committee may be either in
person or through video conferencing or audio-visual means or any other mode as
may be permitted by the Act and Rules and the SEBI Listing regulations.
101. (i) A committee may elect a Chairperson of its meetings.
Election of
Chairperson of the
(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not
Meeting
present within fifteen minutes after the time appointed for holding the meeting, the
463members present may choose one of their members to be Chairperson of the
meeting.
102. (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 of the committee shall have a second or casting vote.
Proceedings at the
(iii) All acts done in any meeting of the Board or of a committee thereof or by any meeting
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 or that his or their appointment had terminated, be as valid as if every
such director or such person had been duly pointed and was qualified to be a
director.
103. Save as otherwise expressly provided in the Act, a resolution in writing, signed by
a majority of the members of the Board or of a committee thereof, for the time
being entitled to receive notice of a meeting of the Board or committee, shall be
Notice
valid and effective as if it had been passed at a meeting of the Board or committee,
duly convened and held.
104. The Company shall prepare and maintain minutes of Meeting of the Board,
Committees and shareholder as per the provisions of the Act and other applicable
Minutes clause
provisions, as amended from time to time.
Chief Executive Officer, Manager, Company Secretary and Chief Financial Officer
105. 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 think 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. In case no chief executive officer is appointed
Appointment
by the Company or the office of chief executive officer become vacant, the
Clause
Managing Director or any of the whole time Directors (as the Board may
determine), as the case may be deemed to be chief executive officer of the
Company.
(iii)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.
Managing Director/ Whole- Time Director/ Executive Director
106. Subject to the provisions of Section 203 of the Act and of these Articles, the Board
shall have the power to appoint from time to time any full-time employee of the
Company as Managing Director/ whole time director or executive director or
manager of the Company. The Managing Director(s) or the whole time director(s)
manager or executive director(s), as the case may be, so appointed, shall be Appointment and
responsible for and in charge of the day to day management and affairs of the Remuneration
Company. The remuneration of a Managing Director/ whole time director or
executive director or manager may be by way of monthly payment, fee for each
meeting or participation in profits, or by any or all those modes or any other mode
not expressly prohibited by the Act. Board, subject to the consent of the
shareholders of the Company shall have the power to appoint Chairperson of the
464Board as the Managing Director / whole time director or executive director of the
Company.
107. Notwithstanding anything contained herein, a Managing Director(s) / whole time
director(s) / executive director(s) / manager shall, subject to the provisions of any
Appointment and
contract between such director and the Company, be subject to the same provisions
Resignation Clause
as to resignation and removal as the other Directors of the Company,
107A. Not less than two-thirds of the total number of directors of the Company shall,
including Whole-time and/or Managing Director if need be,--
i. Be persons whose period of office is liable to determination by retirement
Retirement By
of directors by rotation; and
Rotation
ii. Save as otherwise expressly provided in the Act, be appointed by the
company in general meeting.
108. Subject to the provisions of section 179 and 180 of the Companies Act, 2013, the
Managing Director of the Company, if any, shall be empowered to carry on the
day-to-day business affairs of the Company. The Managing Director shall have the
general control, management and superintendence of the business of the Company Powers of Managing
with power to appoint and to dismiss employees and to enter into contracts on Director
behalf of the Company in the ordinary course of business and to do and perform all
other acts, deeds and things which in the ordinary course of business may be
considered necessary/proper or in the interest of the Company.
Powers to Borrow
109. (i)The Board of Directors may from time to time but with consent of the Company
in general meeting as may be required under section 180 of the Companies Act,
2013 read with rules made thereunder, by a resolution passed at a Meeting of the
Board raise any money or any monies or sums of money for the purpose of the
Company; provided that the monies to be borrowed together with the monies
already borrowed by the Company (apart from temporary loans obtained from the
Company‘s bankers in the ordinary course of business) shall not, without the
sanction of the Company at a General Meeting, exceed the aggregate of the paid-
up share capital of the Company and its free reserves, that is to say, reserves not
set-apart for any specific purpose and in particular but subject to the provisions of
Section 180 of the Act and the rules made thereunder. The Board may, from time
to time, at its discretion raise or borrow or secure the payment of any such sum or
sums of money for the purpose of the Company, at such times and in such manner
and upon such terms and conditions as they deem fit by the issue of debt
instruments, debentures, or perpetual annuities, debenture stock, promissory notes,
or by opening current accounts, or by receiving deposits and advances with or
Borrowing power
without security, or by issue of bonds and in security of any such money so
Clause
borrowed, raised or received, to mortgage, pledge or charge, the whole or any part
of the undertaking property, rights, assets, or revenue of the Company, present or
future, including its uncalled capital by special assignment or otherwise or to
transfer or convey the same absolutely or in trust and give the lenders powers of
sale and other powers as may be expedient and to purchase, redeem or pay off any
such securities in accordance with the acts, rules and regulations as applicable to
the Company.
(ii) Provided that the Directors may by resolution at a meeting of the Board delegate
the power to borrow money otherwise than on debentures to a Committee of
Directors or the Managing Director or Whole-Time Director or Manager subject to
the limits up to which the money may be so borrowed as may be specified in the
said resolution.
(iii) To the extent permitted under the applicable Law and subject to compliance
with the requirements thereof, the Directors shall be empowered to grant loans to
465such entities at such terms as they may deem to be appropriate and the same shall
be in the interest of the Company.
(iv) Any bonds, Debentures, debenture-stock or other Securities may if permissible
in Law be issued at a discount, premium or otherwise by the Company and shall
with the consent of the Board be issued upon such terms and conditions and in such
manner and for such consideration as the Board shall consider to be for the benefit
of the Company, and on the condition that they or any part of them may be
convertible into equity shares of any denomination, and with any privileges and
conditions as to the redemption, surrender, allotment of shares, appointment of
Directors or otherwise. Provided that Debentures with rights to allotment of or
conversion into equity shares shall not be issued except with, the sanction of the
company in General Meeting accorded by a Special Resolution.
Registers
110. (i) The Company shall keep and maintain at its registered Office or at any other
place in India as may be permitted by the Act and rules, all statutory registers
including, register of charges, register of members, register of debenture holders,
register of any other security holders, the register and index of beneficial owners
and annual return, register of loans, guarantees, security and acquisitions, register
of investments not held in its own name and register of contracts and arrangements
for such duration as the Board may, unless otherwise prescribed, decide, and in
such manner and containing such particulars as prescribed by the Act and the Rules.
(ii) In accordance to the provisions of Section 94 of the Act, the registers required
to be kept and maintained by a company under section 88 and copies of the annual
return filed under section 92 may also be kept at any other place in India in which
more than one-tenth of the total number of members entered in the register of
members reside, if approved by a special resolution passed at a General Meeting of
the company and the Registrar has been given a copy of the proposed special
resolution in advance. Provided further that the period for which the registers,
returns and records are required to be kept shall be such as may be prescribed under
Registers
the Act.
(iii) The Register and index of beneficial owner maintained by a Depository under
Section 11 of the Depositories Act shall also be deemed to be the Register and index
of members/debenture holders/other security holders for the purpose of the Act and
any amendment or re-enactment thereof.
(iv) The Company may exercise the powers conferred on it by Section 88 of the
Act 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.
(v) The registers and copies of annual return shall be open for inspection during
business hours on all working days, at the registered office of the Company by the
persons entitled thereto on payment, where required, of such fee as may be fixed
by the Board but not exceeding the limits prescribed by the Rules.
The Seal
111. (i) The Company may have common seal and 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 Common Seal of
authority of a resolution of the Board or of a committee of the Board authorized by the Company
it in that behalf, and except in the presence of at least one director or the manager,
if any, or of the secretary or such other person as the Board may appoint for the
purpose; and such director or manager or the secretary or other person aforesaid
466may sign every instrument to which the seal of the company is so affixed in their
presence.
Dividends and Reserve
112. The company in general meeting may declare dividends, but no dividend shall
exceed the amount recommended by the Board but the Company in general meeting Dividend Declaration
may declare a lesser dividend.
113. Subject to the provisions of section 123, the Board may from time to time pay to
the members such interim dividends of such amount on such class of shares and at Dividend Declaration
such times, as it may think fit.
114. (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 applied 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 Dividend Declaration
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.
115. (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. Dividend Clause
(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.
116. (i) 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.
(ii) The Board may retain dividends payable upon shares in respect of which any
person is, under the Transmission Clause hereinbefore contained, entitled to
become a member, until such person shall become a member in respect of such
shares.
117. (i) Any dividend, interest or other monies payable in cash in respect of shares
maybe paid by electronic mode or 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 Mode of Payment
of members, or to such person and to such address as the holder or joint holders of Dividend
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.
118. 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.
467119. Notice of any dividend that may have been declared shall be given to the persons
entitled to share therein in the manner mentioned in the Act. Notice
120. No dividend shall bear interest against the company.
A Shareholder can waive/forgo the right to receive the dividend (either final and/or
interim) to which he is entitled, on some or all the Shares held by him in the
Company. However, the Shareholder cannot waive/forgo the right to receive the
dividend (either final and/or interim) for a part of percentage of dividend on
Share(s).
Where a dividend has been declared by the Company but has not been paid or
claimed within thirty days from the date of the declaration to any Shareholder
entitled to the payment of the dividend, the Company shall, within seven days from
the date of expiry of the said period of thirty days, transfer the total amount of
dividend which remains unpaid or unclaimed to a special account to be opened by
the Company in that behalf in any scheduled bank to be called the ‘Unpaid
Dividend Account’. Any money transferred to the ‘Unpaid Dividend Account’ of
a company which remains unpaid or unclaimed for a period of 7 (seven) years from
Interest on Dividend
the date of such transfer, shall be transferred by the Company to the fund known as
Investor Education and Protection Fund established under Section 125 of the Act.
[There shall be no forfeiture of unclaimed dividends before the claim becomes
barred by law].
All Shares in respect of which the Dividend has not been paid or claimed for 7
(seven) consecutive years or more shall be transferred by the Company in the name
of Investor Education and Protection Fund along with a statement containing such
details as may be prescribed. Provided that any claimant of Shares so transferred
shall be entitled to claim the transfer of Shares from Investor Education and
Protection Fund in accordance with such procedure and on submission of such
documents as may be prescribed.
The Company shall comply with the provisions of the Act in respect of any
dividend remaining unpaid or unclaimed with the Company.
Accounts
121. “The Board shall cause proper books of account to be maintained under Section
128 and other applicable provisions of the Act. Accounts
122. (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.
Inspection of
(ii) No member (not being a director) shall have any right of inspecting any account
Books of Accounts
or book or document of the company except as conferred by law or authorized by
the Board or by the company in general meeting.
(iii) Directors are entitled to examine the books, accounts and records of the
Company in accordance with the provisions of the Act.
Winding up
123. Subject to the applicable provisions of the Act and the Rules made thereunder -—
(i) If the company shall be wound up, the liquidator may, with the sanction of a
Winding-up
special resolution of the company and any other sanction required by the Act,
divide amongst the members, in specie or kind, the whole or any part of the assets
of the company, whether they shall consist of property of the same kind or not.
468(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.
Constructive Notice
124. The Article of Association is a public document and the person performing business
or investing in the company is considered to be fully aware of the rules and
regulations of the company.
Indemnity
125. (i) Subject to the provisions of the Act, every director managing director, whole-
time director, manager, company secretary and other officer of the Company shall
be indemnified by the Company out of the funds of the Company, to pay all costs,
losses and expenses (including travelling expense) which such director, manager,
company secretary and officer may incur or become liable for by reason of any
contract entered into or act or deed done by him in his capacity as such director,
manager, company secretary or officer or in any way in the discharge of his duties
in such capacity including expenses.
(ii) Subject as aforesaid, every director, managing director, manager, company
secretary or other officer of the Company shall be indemnified against any liability Indemnification
incurred by him in defending any proceedings, whether civil or criminal in which
judgement is given in his favour or in which he is acquitted or discharged or in
connection with any application under applicable provisions of the Act in which
relief is given to him by the Court.
(iii) The Company may take and maintain any insurance as the Board may think fit
on behalf of its present and/or former directors and key managerial personnel for
indemnifying all or any of them against any liability for any acts in relation to the
Company for which they may be liable but have acted honestly and reasonably.
469SECTION IX – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following documents and subsisting contracts, which have been entered or are to be entered into by our
Company (not being contracts entered into in the ordinary course of business carried on by our Company) which are, or
may be, deemed material, have been attached to the copy of the Red Herring Prospectus filed with the RoC . Copies of the
below mentioned documents and contracts, and also the documents for inspection referred to hereunder, were made
available for inspection at the Registered Office at 1-B, Hootagalli Industrial Area, Mysore - 570 018 Karnataka, India
between 10 a.m. and 5 p.m. and were also available at No. 82, bearing Flat No. FF 101, 102 and 103, on all Working
Days from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date.
Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time, if so required,
in the interest of our Company, or if required by the other parties, without reference to the shareholders, subject to
compliance with the provisions of the Companies Act and other applicable law.
A. Material Contracts for the Offer
1. Offer Agreement dated February 21, 2025 and amendment agreement dated October 28, 2025 amongst our
Company, the Selling Shareholder and the BRLM.
2. Registrar Agreement dated February 21, 2025 and amendment agreement dated October 28, 2025 amongst our
Company, the Selling Shareholder and the Registrar to the Offer.
3. Cash Escrow and Sponsor Bank Agreement dated November 11, 2025 amongst our Company, the Selling
Shareholder, the Registrar to the Offer, the BRLM, the Syndicate Members and the Banker to the Offer.
4. Share Escrow Agreement dated November 11, 2025 amongst our Company, the Selling Shareholder and the Share
Escrow Agent.
5. Syndicate Agreement dated November 11, 2025 amongst our Company, the Selling Shareholder, the BRLM and the
Syndicate Members and the Registrar to the Offer.
6. Underwriting Agreement dated November 22, 2025 between our Company and the Underwriters.
7. Monitoring agency agreement dated November 07, 2025 between our Company and the Monitoring Agency.
B. Material Documents
1. Certified copies of the MoA and AoA of our Company, as amended from time to time.
2. Certificate of incorporation dated June 12, 2000 issued by RoC.
3. Fresh certificate of incorporation dated September 17, 2024 consequent to the change in the name of our Company,
issued by the RoC.
4. Resolution of the Board and Shareholders dated February 05, 2025 and February 12, 2025, respectively, approving
the Offer and other related matters.
5. Board resolution of our Company dated February 05, 2025 for recording the consent provided by our Selling
Shareholder to participate in the Offer for Sale.
6. Board resolution dated February 12, 2025 for approving total estimated cost to be utilized from the Net Proceeds.
7. Resolution of our Board dated February 28, 2025 approving the Draft Red Herring Prospectus.
8. Resolution of our Board dated November 11, 2025 approving the Red Herring Prospectus.
9. Resolution of our Board dated November 22, 2025 approving this Prospectus.
47010. Resolution of the board of directors of our Corporate Promoter dated February 05, 2025 consenting to participate in
the Offer for Sale
11. Copies of the annual reports of our Company for the Fiscals 2025, 2024 and 2023 and financial statement for the three
months period ended June 30, 2025.
12. The examination report of the Statutory Auditor dated October 26, 2025 on our Restated Consolidated Financial
Information, included in this Prospectus.
13. The report on Statement of Tax Benefits dated October 26, 2025 issued by the Statutory Auditor. on the statement of
tax benefits available to our Company and our Shareholders.
14. The report on Statement of Tax Benefits dated October 24, 2025 issued by Ram Associates, the Certified Public
Accountant on the statement of tax benefits available to our Material Subsidiary-Excelsoft Technologies Inc.
15. The report on Statement of Tax Benefits dated October 24, 2025 issued by MGIN Rajan Associates, the Public
Accountants and Chartered Accountants on the statement of tax benefits available to our Material Subsidiary-Excelsoft
Technologies Pte. Ltd.
16. Special resolution passed by our Shareholders dated September 29, 2023 for the appointment of Dhananjaya
Sudhanva as the Chairman & Managing Director of our Company.
17. Special resolution passed by our Shareholders dated October 31, 2024, for the appointment of Shruthi Sudhanva as
the Whole-Time Director of our Company.
18. Written consent of the Directors, Company Secretary and Compliance Officer, Chief Financial Officer, the BRLM,
the Syndicate Members, Legal Counsel to the Offer, lenders to our Company, Registrar to the Offer, Escrow
Collection Bank(s), Public Offer Bank(s), Refund Bank(s), Sponsor Bank, Bankers to our Company and the
Monitoring Agency as referred to in their specific capacities.
19. Certificate on KPIs issued by our Statutory Auditor namely Ramaswamy Vijayanand, Chartered Accountant dated
October 26, 2025 certifying the KPIs of our Company.
20. Resolutions dated October 26, 2025, passed by the Audit Committee approving the KPIs for disclosure.
21. Tripartite agreement dated November 28, 2024 between our Company, NSDL and the Registrar to the Company.
22. Tripartite agreement dated November 28, 2024 between our Company, CDSL and the Registrar to the Company.
23. Consent dated October 26, 2025 from the Statutory Auditor to include his name as required under Section 26(5) of
the Companies Act read with the SEBI ICDR Regulations in this Prospectus and as an “expert” as defined under
Section 2(38) of the Companies Act to the extent and in their capacity as our Statutory Auditor, and in respect of
their (i) the examination report dated October 26, 2025 on the Restated Consolidated Financial Information, and (ii)
the report dated October 26, 2025 on the statement of special tax benefits, included in this Prospectus and in respect
of relevant certificates to be included in this Prospectus.
24. Consent dated September 12, 2025 from D.V Yogisha Rao, Independent Chartered Engineer (Registration No.
AM083948-8), to include their name as required under Section 26 of the Companies Act, 2013 in this Prospectus
and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013 in its capacity as an independent chartered
engineer, in relation to his certificates.
25. Consent dated September 12, 2025 from BK & Associates, architects, to include their name as required under Section
26 of the Companies Act, 2013 in this Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies
Act, 2013 in its capacity as an Independent Architect, in relation to their certificates.
26. Consent dated September 29, 2025 from IKOT Consultancy Services (OPC) Private Limited (CISA Certificate No.
242395513, ISO Certificate No. 25/IN/1027568/2121, DCPLA Certificate No. B67/25/1612, PMP Certificate No.
1723168 Strategist Certificate No. DSC12025STR030), to include their name as required under Section 26 of the
Companies Act, 2013 in this Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies Act, 2013
471in their capacity as External IT Auditor, in relation to their IT Audit Report.
27. Purchase to Pay (P2P) Audit Report and the Strategic Alignment and Value Justification Audit Report prepared by
the External IT Auditor each dated June 04, 2025 (collectively the “IT Audit Report”)
28. Due diligence report dated October 25, 2025 from Padmavathi & Vijayesh Associates LLP, practising company
secretaries
29. Industry Research Report titled “Report on the Global Assessment and Learning & Development Market” dated
October 24, 2025 issued by Arizton Advisory & Intelligence pursuant to an engagement letter dated February 07,
2024 entered into with the Company.
30. Consent letter dated October 24, 2025 issued by Arizton Advisory & Intelligence with respect to the report titled
“Report on the Global Assessment and Learning & Development Market”.
31. Due diligence certificate dated February 28, 2025 addressed to SEBI from the BRLM.
32. An agreement dated August 01, 2000 executed between M/s Sudhanva Enterprises and our Company.
33. The Share Subscription Agreement dated January 08, 2001 executed between our Company, Late Prof.
Manchukondanahalli Hiriyanna Dhananjaya, Dhananjaya Sudhanva, Sukanya Dhananjaya, Lajwanti Sudhanva, and
Unit Trust of India (Venture Funds Division).
34. The Share Subscription Agreement dated March 20, 2006 executed between our Company, Pearson Overseas
Holdings Limited (“Pearson”), Late Prof. Manchukondanahalli Hiriyanna Dhananjaya, Dhananjaya Sudhanva and
UTI India Technology Venture Unit Scheme.
35. The Share Purchase Agreement dated March 31, 2008 executed between our Company, Unit Trust of India (UTI),
D.E. Shaw Composite Investment (Mauritius) Limited, Late Prof. Manchukondanahalli Hiriyanna Dhananjaya,
Dhananjaya Sudhanva, Sukanya Dhananjaya, and Lajwanti Sudhanva.
36. The Share Purchase Agreement dated June 04, 2008 executed between Late Prof. Manchukondanahalli Hiriyanna
Dhananjaya, Dhananjaya Sudhanva, Sukanya Dhananjaya, Lajwanti Sudhanva, Arohi Emerging Asia Master Fund,
and our Company.
37. The Share Purchase Agreement dated May 11, 2017 executed between Arohi Emerging Asia Master Fund, Pedanta
Technologies Private Limited, and our Company.
38. The Share Purchase Agreement dated June 29, 2017 executed between D.E. Shaw Composite Investment (Mauritius)
Limited, Pedanta Technologies Private Limited and our Company.
39. The Joint Venture Agreement dated January 10, 2006 executed between our Company, Dynamic Distance Learning
Limited, and Freedom to Learn Limited.
40. The Share Subscription and Shareholders Agreement dated April 19, 2010 executed between EEH (BIDCO) Limited
and our Company, relating to Meteor Online Learning Limited (erstwhile known as CycloneHaven Limited).
41. The Share Purchase Agreement dated September 23, 2008 executed between Dynamic Distance Learning, our
Company, and Freedom to Learn Limited.
42. The Share Purchase Agreement dated October 15, 2012 executed between EEH (BIDCO) Limited (EEHB), our
Company, and Nelson Thornes Limited relating to Meteor Online Learning Limited.
43. The Share Purchase Agreement dated July 03, 2024 executed between Dhananjaya Sudhanva, Adarsh M S , Zinniea
Consultants Private Limited, our Company and Enhanzed Education Private Limited.
44. Valuation report of Enhanzed Education Private Limited dated July 02, 2024 prepared by Navigant Corporate
Advisors Limited (SEBI Registration No. INM000012243), a SEBI Registered Category I Merchant Banker.
45. The Share Purchase Agreement dated February 27, 2009 executed between our Company, Dev Ramnane, Prashant
472Goela, Nishith Prabhakar, Romil Gupta, Kartik Ramakrishnan, Rohit Vaz, Steven Chea, Imfinity India Private
Limited, Imfinity Pte Limited, Imfinity Technologies Private Limited.
46. The Scheme of Amalgamation of M/s. Imfinity India Private Limited and M/s. Imfinity Technologies Private
Limited with our Company was passed by the High Court of Delhi vide Order dated December 06, 2010.
47. Scheme of Amalgamation of M/s. Imfinity India Private Limited, M/s. Imfinity Technologies Private Limited and
Huper LDT Private Limited with our Company vide Order dated August 26, 2011.
48. Agreement for Sale dated January 30, 2025 along with the supplementary agreements dated May 22, 2025 and
September 29, 2025 for the purchase of the Mysore Property between our Company and M/s Twiga Bricks Industry.
49. Certificate from BRLM on the compliance of 9(6) and XII(g) of Schedule VI of SEBI ICDR Regulations to the
extent applicable.
50. Certificate from the Statutory Auditor on the compliance of XII(g) of Schedule VI of SEBI ICDR Regulations to
the extent applicable.
51. In- principle approvals letters both dated April 17, 2025 issued by BSE and NSE.
52. Final observations letter bearing number SEBI/HO/CFD/RAC-DIL1/P/OW/2025/19417/1 dated July 21, 2025
issued by SEBI.
Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so required
in the interest of our Company or if required by the other parties, without reference to the shareholders, subject to
compliance with the provisions contained in the Companies Act and other relevant statutes.
473DECLARATIONS
I, Dhananjaya Sudhanva, hereby certify and declare that all relevant provisions of the Companies Act and the guidelines or
regulations issued by the Government of India or the guidelines or regulations issued by SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement made in this Prospectus is contrary to the provisions of
the Companies Act, the SCRA, the SCRR, the SEBI Act or rules made or guidelines or regulations issued thereunder, as the case
may be. I further certify that all the statements in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY:
Dhananjaya Sudhanva
Chairman & Managing Director
DIN: 00423641
Place: Mysore, Karnataka
Date: November 22, 2025
474DECLARATIONS
I, Shruthi Sudhanva, hereby certify and declare that all relevant provisions of the Companies Act and the guidelines or regulations
issued by the Government of India or the guidelines or regulations issued by SEBI, established under Section 3 of the SEBI Act,
as the case may be, have been complied with and no statement made in this Prospectus is contrary to the provisions of the
Companies Act, the SCRA, the SCRR, the SEBI Act or rules made or guidelines or regulations issued thereunder, as the case may
be. I further certify that all the statements in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY:
Shruthi Sudhanva
Whole-Time Director
DIN: 06426159
Place: Mysore, Karnataka
Date: November 22, 2025
475DECLARATIONS
I, Lajwanti Sudhanva, hereby certify and declare that all relevant provisions of the Companies Act and the guidelines or regulations
issued by the Government of India or the guidelines or regulations issued by SEBI, established under Section 3 of the SEBI Act,
as the case may be, have been complied with and no statement made in this Prospectus is contrary to the provisions of the
Companies Act, the SCRA, the SCRR, the SEBI Act or rules made or guidelines or regulations issued thereunder, as the case may
be. I further certify that all the statements in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY:
Lajwanti Sudhanva
Non-Executive Director
DIN: 02213738
Place: Mysore, Karnataka
Date: November 22, 2025
476DECLARATIONS
I, Colin Hughes, hereby certify and declare that all relevant provisions of the Companies Act and the guidelines or regulations
issued by the Government of India or the guidelines or regulations issued by SEBI, established under Section 3 of the SEBI Act,
as the case may be, have been complied with and no statement made in this Prospectus is contrary to the provisions of the
Companies Act, the SCRA, the SCRR, the SEBI Act or rules made or guidelines or regulations issued thereunder, as the case may
be. I further certify that all the statements in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY:
Colin Hughes
Non-Executive Director
DIN: 02642180
Place: Saxmundham, United Kingdom
Date: November 22, 2025
477DECLARATIONS
I, Palaniswamy Doreswamy, hereby certify and declare that all relevant provisions of the Companies Act and the guidelines or
regulations issued by the Government of India or the guidelines or regulations issued by SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement made in this Prospectus is contrary to the provisions of
the Companies Act, the SCRA, the SCRR, the SEBI Act or rules made or guidelines or regulations issued thereunder, as the case
may be. I further certify that all the statements in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY:
Palaniswamy Doreswamy
Independent Director
DIN: 01251023
Place: Bengaluru, Karnataka
Date: November 22, 2025
478DECLARATIONS
I, Shivkumar Pundaleeka Divate, hereby certify and declare that all relevant provisions of the Companies Act and the guidelines
or regulations issued by the Government of India or the guidelines or regulations issued by SEBI, established under Section 3 of
the SEBI Act, as the case may be, have been complied with and no statement made in this Prospectus is contrary to the provisions
of the Companies Act, the SCRA, the SCRR, the SEBI Act or rules made or guidelines or regulations issued thereunder, as the
case may be. I further certify that all the statements in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY:
Shivkumar Pundaleeka Divate
Independent Director
DIN: 10849971
Place: Mysore, Karnataka
Date: November 22, 2025
479DECLARATIONS
I, Desiraju Srilakshmi, hereby certify and declare that all relevant provisions of the Companies Act and the guidelines or regulations
issued by the Government of India or the guidelines or regulations issued by SEBI, established under Section 3 of the SEBI Act,
as the case may be, have been complied with and no statement made in this Prospectus is contrary to the provisions of the
Companies Act, the SCRA, the SCRR, the SEBI Act or rules made or guidelines or regulations issued thereunder, as the case may
be. I further certify that all the statements in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY:
Desiraju Srilakshmi
Independent Director
DIN: 02538343
Place: Mysore, Karnataka
Date: November 22, 2025
480DECLARATIONS
I, Arun Kumar Bangarpet Venkataramanappa, hereby certify and declare that all relevant provisions of the Companies Act and the
guidelines or regulations issued by the Government of India or the guidelines or regulations issued by SEBI, established under
Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Prospectus is contrary to
the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or rules made or guidelines or regulations issued
thereunder, as the case may be. I further certify that all the statements in this Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY:
Arun Kumar Bangarpet Venkataramanappa
Independent Director
DIN: 08297682
Place: Mysore, Karnataka
Date: November 22, 2025
481DECLARATIONS
I, Subramaniam Ravi, hereby certify and declare that all relevant provisions of the Companies Act and the guidelines or regulations
issued by the Government of India or the guidelines or regulations issued by SEBI, established under Section 3 of the SEBI Act,
as the case may be, have been complied with and no statement made in this Prospectus is contrary to the provisions of the
Companies Act, the SCRA, the SCRR, the SEBI Act or rules made or guidelines or regulations issued thereunder, as the case may
be. I further certify that all the statements in this Prospectus are true and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY:
Subramaniam Ravi
Chief Financial Officer
Place: Mysore, Karnataka
Date: November 22, 2025
482DECLARATIONS
We, Pedanta Technologies Private Limited acting as a Promoter Selling Shareholder, hereby confirm that all statements,
disclosures and undertakings specifically made in this Prospectus in relation to us, as a Promoter Selling Shareholder and the
Offered Shares, are true and correct. We assume no responsibility as a Promoter Selling Shareholder, for any other statements,
disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by or relating to the
Company or any other person(s) in this Prospectus.
SIGNED ON BEHLAF OF PEDANTA TECHNOLOGIES PRIVATE LIMITED:
Lajwanti Sudhanva
Director
DIN: 00423641
Place: Mysore, Karnataka
Date: November 22, 2025
483