Red Herring Prospectus

Dated: March 19, 2024

Please read Section 26 and 32 of The Companies Act, 2013
100% Book Built Issue

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code to view the RHP)
TRUST FINTECH LIMITED
CIN: U72100MH1998PLC117470
REGISTERED OFFICE CONTACT PERSON EMAIL ID & CONTACT NO WEBSITE
Plot No. 11/4, I.T. Park, Gayatri Nagar Parsodi, Ms. Deshana Keval Joshi Email: cs@[Link] [Link]
Nagpur, Maharashtra, India-440022 (Company Secretary & Tel: +91 - 9909647348
Compliance Officer)
THE PROMOTERS OF OUR COMPANY ARE MR. HEMANT PADMANABH CHAFALE, MR. SANJAY PADMANABH CHAFALE, MR. HERAMB RAMKRISHNA
DAMLE, MR. ANAND SHANKER KANE AND MR. MANDAR KISHOR DEO
DETAILS OF THE ISSUE TO PUBLIC
TYPE FRESH ISSUE OFS SIZE TOTAL ISSUE ELIGIBILITY
SIZE
Fresh Issue 62,82,000 Equity Nil 62,82,000 Equity The Issue is being made pursuant to Regulation 229(2) of
Shares aggregating Shares SEBI ICDR Regulations, 2018. As the Company’s post issue
to ₹ [•] Lakhs aggregating face value capital exceeds ₹1000 Lakhs but does not
to ₹ [•] Lakhs exceed ₹ 2500 Lakhs.
DETAILS OF OFFER FOR SALE, SELLING SHAREHOLDERS AND THEIR AVERAGE COST OF ACQUISITION
NAME TYPE NUMBER OF SHARES OFFERED / AMOUNT IN ₹ WACA IN ₹ PER EQUITY SHARE
NIL
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of the Equity Shares, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10 per
Equity Share. The Floor Price, the Cap Price and the Offer Price (as determined by our Company in consultation with the BRLM), on the basis of the
assessment of market demand for the Equity Shares by way of the book building process, as stated in “Basis for Issue Price” beginning on page 113, should
not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active
and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to
take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking
an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the
Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy
of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 28 of this Red Herring
Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with
regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Red Herring 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 Red Herring Prospectus as a whole or any of such information or the expression of any such
opinions or intentions misleading in any material respect.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Emerge platform of National Stock Exchange of India Limited
(“NSE Emerge”). In terms of the Chapter IX of the SEBI ICDR Regulations, as amended from time to time, our Company has received in-principal approval
letter dated March 19, 2024 from NSE Emerge for using its name in this Offer document for listing our shares on the NSE Emerge. For the purpose of this
Issue, the Designated Stock Exchange will be National Stock Exchange of India Limited.
BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

CORPORATE CAPITALVENTURES PRIVATE LIMITED BIGSHARE SERVICES PRIVATE LIMITED

B1/E13, First Floor, Mohan Co-operative Industrial Estate, Office No. S6- 2, 6th Floor, Pinnacle Business Park, next to Ahura Centre,
Mathura Road, New Delhi – 110044, Mahakali Caves Road, Andheri (East), Mumbai – 400093, India.
Tel: +91 11 - 41824066; Tel No.: +91 – 22 – 6263 8200;
Email: smeipo@[Link] Fax No.: +91 – 22 – 6263 8299
Investor Grievances Email id- investor@[Link] E-mail: ipo@[Link]
Investor Grievances Email Id – investor@[Link]
Website: [Link]
Website: [Link]
SEBI Registration: INM000012276
SEBI Registration No.: INR000001385
Contact Person: Mrs. Harpreet Parashar
Contact Person: Mr. Vinayak Morbale
ISSUE PROGRAMME
ANCHOR INVESTOR PORTION OFFER OPENS/CLOSE: Friday, March 22, 2024
ISSUE OPENS ON: Tuesday, March 26, 2024
ISSUE CLOSES ON: Thursday, March 28, 2024
Our Company may, in consultation with the Book Running Lead Manager, consider participation by Anchor Investors in accordance with the SEBI ICDR
Regulations. The AnchorInvestor Bid/Issue Period shall be one Working Day prior to the Bid/Issue Opening Date.
 Red Herring Prospectus
Dated: March 19, 2024
Please read Section 26 and 32 of The Companies Act, 2013
100% Book Built Issue

TRUST FINTECH LIMITED

CIN: U72100MH1998PLC117470
Our Company was originally incorporated on December 15, 1998 as a Private Limited Company as “Trust Systems and Software (India) Limited” vide Registration No. 117470 under the
provisions of the Companies Act, 1956 with the Registrar of Companies, Mumbai. Pursuant to a special resolution passed by the Shareholders at their Extra ordinary General Meeting held
on September 16, 2023, our Company was converted from a Private Limited Company to Public Limited Company and consequently, the name of our Company was changed to ‘Trust Systems
and Software (India) Limited’ and a Fresh Certificate of Incorporation consequent to Conversion was issued on September 29, 2023 by the Registrar of Companies, Mumbai. Further, pursuant
to special resolution passed by the Shareholders at their Extra Ordinary General Meeting held on November 22, 2023, our company has changed its name from “Trust Systems and Software
(India) Limited” to “Trust Fintech Limited” and a fresh certificate of incorporation consequent to name change was issued on December 14, 2023 by the Registrar of Companies, Mumbai.
The Corporate Identification Number of our Company is U72100MH1998PLC117470. For further details of change in name and change in Registered Office of our Company, please refer to
section titled ‘Our History and Certain Other Corporate Matters’ beginning on page 187 of this Red Herring Prospectus.
Registered Office: Plot No. 11/4, I.T. Park, Gayatri Nagar Parsodi, Nagpur, Maharashtra, India, 440022
Tel: +91 – 9909647348; E-mail: cs@[Link] ; Website: [Link];
Contact Person: Ms. Deshana Keval Joshi, Company Secretary and Compliance Officer
OUR PROMOTERS: MR. HEMANT PADMANABH CHAFALE, MR. SANJAY PADMANABH CHAFALE, MR. HERAMB RAMKRISHNA DAMLE, MR. ANAND SHANKAR KANE AND MR. MANDAR
KISHOR DEO
PUBLIC ISSUE OF 62,82,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF TRUST FINTECH LIMITED (THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE
OF ₹ [●] PER EQUITY (THE “ISSUE PRICE”) AGGREGATING TO ₹ [●] LAKH (“THE ISSUE”) COMPRISING OF A FRESH ISSUE OF 62,82,000 EQUITY SHARES AGGREGATING TO ₹ [●] LAKH
(THE “FRESH ISSUE”) OF WHICH 3,18,000 EQUITY SHARES AGGREGATING TO ₹ [●] LAKH WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE “MARKET MAKER
RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. NET ISSUE OF 59,64,000 EQUITY SHARES AGGREGATING TO ₹ [●] LAKH (THE “NET ISSUE”).
THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 26.37% AND 25.03% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.
PRICE BAND: ₹ 95 to ₹ 101 PER EQUITY SHARE OF FACE VALUE OF ₹ 10/- EACH AND THE ISSUE PRICE IS 9.5 TO 10.1 TIMES OF THE FACE VALUE AT THE LOWER PRICE BAND AND THE
UPPER PRICE BAND RESPECTIVELY. BID CAN BE MADE FOR MINIMUM OF 1200 EQUITY SHARES AND THE MULTIPLES OF 1200 EQUITY SHARES THEREAFTER.
IN CASE OF ANY REVISION IN THE PRICE BAND, THE BID/ISSUE PERIOD WILL BE EXTENDED BY AT LEAST THREE ADDITIONAL WORKING DAYS AF TER SUCH REVISION IN THE PRICE BAND,
SUBJECT TO THE BID/ISSUE PERIOD NOT EXCEEDING 10 WORKING DAYS. IN CASES OF FORCE MAJEURE, BANKING STRIKE OR SIMILAR CIRCUMSTANCES, OUR COMPANY MAY, FOR REASONS
TO BE RECORDED IN WRITING, EXTEND THE BID/ISSUE PERIOD FOR A MINIMUM OF THREE WORKING DAYS, SUBJECT TO THE BID/ISSUE PERIOD NOT EXCEEDING 10 WORKING DAYS. ANY
REVISION IN THE PRICE BAND AND THE REVISED BID/ISSUE PERIOD, IF APPLICABLE, SHALL BE WIDELY DISSEMINATED BY NOTIFICATION TO T HE STOCK EXCHANGE, BY ISSUING A PUBLIC
NOTICE, AND ALSO BY INDICATING THE CHANGE ON THE RESPECTIVE WEBSITES OF THE BOOK RUNNING LEAD MANAGER AND AT THE TERMINALS OF THE SYNDICATE MEMBERS AND BY
INTIMATION TO DESIGNATED INTERMEDIARIES AND THE SPONSOR BANK, AS APPLICABLE.
The Issue is being made through the Book Building Process, in terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 253
of the SEBI ICDR Regulations, as amended, wherein not more than 50 % of the Net Issue shall be allocated on a proportionate b asis to Qualified Institutional Buyers (“QIBs”, the “QIB
Portion”), provided that our Company may, in consultation with the Book Running Lead Managers, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic
Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added
to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion shall be
available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at orabove the Issue Price. However, if the aggregate demand from
Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for
proportionate allocation to QIBs. Further, not less than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of
the Net Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. All
potential Bidders (except Anchor Investors) are required to mandatorily utilize the ApplicationSupported by Blocked Amount (“ASBA”) process providing details of their respective ASBA
accounts, and UPI ID in case of RIBs using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts will be blocked by the SCSBs or by the Sponsor Bank under the UPI
Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For details, see “Issue
Procedure” beginning on page 307 of this Red Herring Prospectus.
RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of Equity Shares, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10 per Equity Share. The Floor Price, the Cap
Price and the Offer Price (as determined by our Company in consultation with the BRLM), on the basis of the assessment of market demand for the Equity Shares by way of the book building
process, as stated in “Basis for Issue Price” beginning on page 113, should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No
assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their
investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own
examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of
India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 28 of
this Red Herring Prospectus.
ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the
Issue, which is material in the context of the Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any
material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of
such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Emerge Platform of National Stock Exchange of India Limited i.e., NSE Emerge. Our Company
has received ‘in-principle’ approval from the NSE Emerge for using its name in the offer document for the listing of the Equity Shares, pursuant to letter dated March 19, 2024. For the
purpose of the Issue, the Designated Stock Exchange shall be National Stock Exchange of India Limited.
BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

CORPORATE CAPITALVENTURES PRIVATE LIMITED BIGSHARE SERVICES PRIVATE LIMITED

B1/E13, First Floor, Mohan Co-operative Industrial Estate, Office No. S6- 2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali
Mathura Road, New Delhi – 110044, Caves Road, Andheri (East), Mumbai – 400093, India.
Tel: +91 11 - 41824066; Tel No.: +91 – 22 – 6263 8200;
Email: smeipo@[Link] Fax No.: +91 – 22 – 6263 8299
Investor Grievances Email id- investor@[Link] E-mail: ipo@[Link]
Investor Grievances Email Id – investor@[Link]
Website: [Link] Website: [Link]
SEBI Registration: INM000012276
SEBI Registration No.: INR000001385
Contact Person: Mrs. Harpreet Parashar
Contact Person: Mr. Vinayak Morbale
ISSUE PROGRAMME
ANCHOR INVESTOR PORTION OFFER OPENS/CLOSE: Friday, March 22, 2024
ISSUE OPENS ON: Tuesday, March 26, 2024
ISSUE CLOSES ON: Thursday, March 28, 2024
Our Company may, in consultation with the Book Running Lead Managers, consider participation by Anchor Investors in accordanc e with the SEBI ICDR Regulations. The Anchor Investor
Bid/Issue Period shall be one Working Day prior to the Bid/Issue Opening Date

THIS PAGE HAS BEEN KEPT BLANK

PURSUANT TO SCHEDULE VI OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018.
 TABLE OF CONTENTS
SECTION I – GENERAL .......................................................................................................................................................................... 5
DEFINITIONS AND ABBREVIATIONS ..................................................................................................................................................... 5
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ......................................................................................................... 16
FORWARD LOOKING STATEMENTS.................................................................................................................................................... 17
SECTION II - SUMMARY OF OFFER DOCUMENTS ................................................................................................................................ 19
SECTION III- RISK FACTORS ................................................................................................................................................................ 28
SECTION IV- INTRODUCTION ............................................................................................................................................................. 48
THE ISSUE.......................................................................................................................................................................................... 48
SUMMARY OF OUR FINANCIAL INFORMATION ................................................................................................................................. 49
SECTION V- GENERAL INFORMATION ................................................................................................................................................ 55
SECTION VI - CAPITAL STRUCTURE .................................................................................................................................................... 63
SECTION VII: PARTICULARS OF THE ISSUE .......................................................................................................................................... 81
OBJECTS OF THE ISSUE ...................................................................................................................................................................... 81
BASIS FOR ISSUE PRICE.................................................................................................................................................................... 113
STATEMENT OF POSSIBLE TAX BENEFITS ......................................................................................................................................... 120
SECTION VIII – ABOUT US ................................................................................................................................................................ 123
INDUSTRY OVERVIEW ..................................................................................................................................................................... 123
OUR BUSINESS ................................................................................................................................................................................ 139
KEY INDUSTRY REGULATIONS AND POLICIES ................................................................................................................................... 180
OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS ............................................................................................................ 187
OUR MANAGEMENT ....................................................................................................................................................................... 193
OUR PROMOTERS AND PROMOTER GROUP .................................................................................................................................... 213
OUR GROUP ENTITIES ..................................................................................................................................................................... 217
RELATED PARTY TRANSACTION ....................................................................................................................................................... 221
DIVIDEND POLICY ............................................................................................................................................................................ 222
SECTION IX- FINANCIAL INFORMATION ........................................................................................................................................... 223
RESTATED FINANCIAL STATEMENTS ................................................................................................................................................ 223
MANAGEMENT’s DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION......................................... 256
FINANCIAL INDEBTEDNESS .............................................................................................................................................................. 267
SECTION X - LEGAL AND OTHER INFORMATION ........................................................................................................................... 268
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ........................................................................................................ 268
GOVERNMENT AND OTHER APPROVALS ........................................................................................................................................ 276
SECTION XI – OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................................ 282
SECTION XII – ISSUE INFORMATION ................................................................................................................................................ 296
TERMS OF THE ISSUE ....................................................................................................................................................................... 296
ISSUE STRUCTURE ........................................................................................................................................................................... 303
ISSUE PROCEDURE .......................................................................................................................................................................... 307
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .................................................................................................... 338
SECTION XIII – MAIN PROVISION OF ARTICLES OF ASSOCIATION ..................................................................................................... 340
SECTION XIV- OTHER INFORMATION.............................................................................................................................................. 354
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................................................................................... 354
DECLARATION ................................................................................................................................................................................. 355
 SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS

This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise specified or
indicates, requires or implies, shall have the meaning as provided below. References to any legislations, acts, regulation, rules,
guidelines, circulars, notifications, policies or clarifications shall be deemed to include all amendments, supplements or re-
enactments and modifications thereto notified from time to time and any reference to a statutory provision shall include any
subordinate legislation made from time to time under such provision.

The words and expressions used in this Red Herring 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. If there is any inconsistency between the definitions given below and the definitions
contained in the General Information Document (defined hereinafter), the following definitions shall prevail.

General Terms

Term Description
“TFL” or “Trust Fintech” Unless the context otherwise requires, refers to Trust Fintech Limited (Formerly known as Trust
“We” or “us” or “our Systems and Software (India) Limited), a company incorporated under the Companies Act,
Company” or “the Issuer” 1956, bearing Corporate Identification Number U72100MH1998PLC117470 and having
or “Company” registered office at Plot No.11/4, I.T. Park, Gayatri Nagar Parsodi, Nagpur, Maharashtra-
440022.

Company Related Terms

Terms Description
Articles / Articles of Unless the context otherwise requires, refers to the Articles of Association of Trust Fintech
Association Limited, as amended from time to time.
Audit Committee The committee of the Board of Directors constituted as the Company’s Audit Committee is in
accordance with Section 177 of the Companies Act, 2013 and rules made thereunder and
disclosed as such in the chapter titled ― Our Management on page 193 of this Red
Herring Prospectus.
Auditors/ Statutory The Statutory Auditors of our Company, being M/s R B Bhusari and Company, Chartered
Auditors Accountants, having FRN 101463W.
Board of Directors /Board/ The Board of Directors of Trust Fintech Limited, including all duly c onstituted Committees
Director(s) thereof.
Central Registration It’s an initiative of Ministry of Corporate Affairs (MCA) in Government ProcessRe-engineering
Centre (CRC) (GPR) with the specific objective of providing speedyincorporation related services in line
with global best practices. For more details please refer
[Link]
Companies Act The Companies Act, 2013 including provisions of the Companies Act, 1956, to the extent not
repealed.
Company Secretary and The Company Secretary and Compliance Officer of our Company being Ms. Deshana Keval
Compliance Officer Joshi.
Chief Financial Officer The Chief Financial Officer of our Company being Mr. Anand Shankar Kane.
Depositories Act The Depositories Act, 1956, as amended from time to time.
Equity Shares Equity Shares of our Company of Face Value of ₹ 10/- each unless otherwise specified in
the context thereof.
Equity Shareholders Persons holding equity shares of our Company.
Group Entities The group entities of our Company, as covered under the applicable accounting standards and
other companies as considered material by our Board in terms of the Materiality Policy and
as set forth in― Group Entities on page 217 of this Red Herring Prospectus.
HUF Hindu Undivided Family.
 Terms Description
Indian GAAP Generally Accepted Accounting Principles in India.
Key ManagerialPersonnel The officer vested with executive power and the officers at the level immediately below the
/Key ManagerialEmployees Board of Directors as described in the chapter titled Our Management on page 193 of this
Red Herring Prospectus.
MOA / Memorandum / Memorandum of Association of Trust Fintech Limited.
Memorandum of
Association
Non-Residents A person resident outside India, as defined under FEMA.
NRIs / Non-Resident A person outside India, as defined under FEMA and who is a citizen of India or aPerson of
Indians Indian Origin under Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident Outside India) Regulations, 2000.
Peer Review Auditor The Peer review auditor for the issue, being Abhijit Kelkar & Co., Chartered Accountants,
for the Issue having FRN 121920W and Peer review registration no. 012301
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 validity constituted and/or incorporated in the
jurisdiction in which it exists and operates, as the context requires.
Promoters or Our Mr. Hemant Padmanabh Chafale, Mr. Sanjay Padmanabh Chafale, Mr. Heramb Ramkrishna
Promoters Damle, Mr. Anand Shankar Kane and Mr. Mandar Kishor Deo.
Promoters Group The companies, individuals and entities (other than companies) as defined under Regulation
2(1) (pp) of the SEBI (ICDR) Regulations, 2018, which is provided in the chapter titled ― Our
Promoters Group. For further details refer page 213 of this Red Herring Prospectus.
Registered Office The Registered office of our company which is located at Plot No. 11/4, I.T. Park, Gayatri Nagar
Parsodi, Nagpur, Maharashtra, India-440022.
Restated Financial The Restated Financial statements of our Company, which comprises the restated statement
Statements of Assets and Liabilities for the period ended as at September 30,2023 and for the year ended
on March 31, 2023, 2022 & 2021 and the restated statements of profit and loss for the period
ended as at September 30,2023 and for the year ended on March 31, 2023, 2022 & 2021 of
our Company prepared in accordance with generally accepted accounting principles (Indian
GAAP) and the Companies Act and restated in accordance with the SEBI (ICDR) Regulations,
2018 and the Revised Guidance Note on Reports in Company Prospectuses (Revised 2019)
issued by the ICAI, together with the schedules, notes and annexure thereto.
ROC Registrar of Companies, Mumbai.
SEBI Securities and Exchange Board of India, constituted under the SEBI Act, 1992.
SEBI Act Securities and Exchange Board of India Act 1992, as amended from time to time.
SEBI (ICDR) Regulations SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.
SEBI (LODR) Regulations SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, asamended.
SEBI (Takeover)Regulations SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, as amended from
or SEBI (SAST) Regulations time to time.
Stock Exchange Unless the context requires otherwise, refers to, the Emerge Platform of National Stock
Exchange of India Limited.
Shareholders Equity shareholders of our Company, from time to time

Offer Related Terms

Terms Description
Acknowledgement The slip or document issued by a Designated Intermediary to a Bidder as proof of registration
Slip of the Bid cum Application Form.
Allotment/ Allot/ Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Fresh
Allotted Issue to the successful Applicants.
Terms Description
Note or advice or intimation of Allotment sent to the Bidders who have been or are to be
Allotment Advice Allotted the Equity Shares after the Basis of Allotment has been approved by the Designated
Stock Exchange.
Allottee The successful applicant to whom the Equity Shares are being / have been allotted.
Any prospective investor who makes an application for Equity Shares of our company in
Applicant
terms of this Red Herring Prospectus.
The amount at which the Applicant makes an application for Equity Shares of our Company
Application Amount
in terms of this Red Herring Prospectus.
The Form in terms of which the prospective investors shall apply for our Equity Shares in
Application Form
the Issue.
ASBA/ Application Applications Supported by Blocked Amount (ASBA) means an application for Subscribing to the
Supported by Blocked Issue containing an authorization to block the application moneyin a bank account maintained
Amount. with SCSB.
Account maintained with an SCSB and specified in the Application Form which will be blocked
by such SCSB or account of the RIIs blocked upon acceptance of UPI Mandate request by RIIs
ASBA Account using the UPI mechanism to the extent of the appropriate Bid / Application Amount in relation
to a Bid / Application by an ASBA Applicant.
ASBA Investor/ASBA Any prospective investor(s)/applicants(s) in this Issue who apply (ies) through the ASBA
applicant process.
Collectively, the Escrow Collection Banks(s), Sponsor Bank, Refund Bank(s) and Public Issue
Banker(s) to the Issue/
Bank, in our case being HDFC Bank Limited.
Public Issue Bank(s).

The basis on which Equity Shares will be Allotted to the successful Applicants under the Issue
Basis of Allotment and which is described under chapter titled “Issue Procedure” beginning on page 307 of this
Red Herring Prospectus.
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 submission of the Anchor Investor Application Form, to subscribe to or purchase the
Equity Shares at a price within the Price Band, including all revisions and modifications thereto as
permitted under the SEBI ICDR Regulations and in terms of the Red Herring Prospectus and the
relevant Bid cum Application Form. The term “Bidding” shall be construed accordingly.
Bidding Centres Centres at which the Designated Intermediaries accepted the ASBA Forms, i.e., Designated
Branches of SCSBs, Specified Locations for members of the Syndicate, Broker Centres for
Registered Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs.
Bid Lot 1200 Equity Shares and in multiples of 1200 Equity Shares thereafter.
Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the
Designated Intermediaries will not accept any Bids, being Thursday, March 28, 2024, which shall
be published in [•] editions of [•] (a widely circulated English national daily newspaper), [•]
editions of [•] (a widely circulated Hindi national daily newspaper) and [•] editions of [•] (Marathi
being the regional language of Nagpur, Maharashtra, where our Registered Office is located).
Our Company, in consultation with the LM, may, consider closing the Bid/Offer Period for QIBs
one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR
Regulations. In case of any revision, the extended Bid/ Offer Closing Date shall be widely
disseminated by notification to the Stock Exchange, and also be notified on the websites of the
BRLM and at the terminals of the Syndicate Members, if any and communicated to the
Designated Intermediaries and the Sponsor Bank, which shall also be notified in an
advertisement in same newspapers in which the Bid/ Offer Opening Date was published, as
required under the SEBI ICDR Regulations.
Bid/Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids, Tuesday, March 26, 2024 , which shall be
published in [•] editions of [•] (a widely circulated English national daily newspaper), [•] editions
of [•] (a widely circulated Hindi national daily newspaper) and [•] editions of [•] (Marathi being
the regional language of Nagpur, Maharashtra, where our Registered Office is located).
Terms Description
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 can
submit their Bids, including any revisions thereof in accordance with the SEBI ICDR Regulations
and the terms of the Red Herring Prospectus. Provided, however, that the Bidding shall be kept
open for a minimum of three Working Days for all categories of Bidders, other than Anchor
Investors.

Our Company, in consultation with the Lead Manager may consider closing the Bid/Offer
Period for the QIB Portion One Working Day prior to the Bid/Offer Closing Date which shall
also be notified in an advertisement in same newspapers in which the Bid/Offer Opening Date
was published, in accordance with the SEBI ICDR Regulations. In cases of force majeure,
banking strike or similar circumstances, our Company may, in consultation with the LM, for
reasons to be recorded in writing, extend the Bid / Offer Period for a minimum of three
Working Days, subject to the Bid/ Offer Period not exceeding 10 Working Days.
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus
and the Bid cum Application Form and unless otherwise stated or implied, includes an Anchor
Investor
Book Building Process Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR Regulations, in
terms of which the Offer is being made.
Cap Price The higher end of the Price Band, subject to any revisions thereto, above which the Offer Price
and the Anchor Investor Offer Price will not be finalized and above which no Bids will be
accepted.
Such branch of the SCSBs which coordinate Applications under this Issue by the ASBA
Controlling Branch Applicants with the Registrar to the Issue and the Stock Exchange and a list of which is available
at [Link] or at such other website as may be prescribed by SEBI from time to time.

The demographic details of the Applicants such as their address, PAN, occupation and bank
Demographic Details
account details.
Depository Participant A Depository Participant as defined under the Depositories Act, 1996.
Such branches of the SCSBs which shall collect the ASBA Forms from the ASBA Applicants and
Designated Branches a list of which is available at [Link], or at such other website as may be prescribed
by SEBI from time to time.
The date on which funds are transferred from the amount blocked by the SCSBs is transferred
Designated Date from the ASBA Account to the Public Issue Account, as appropriate, after the Issue is closed,
following which the Equity Shares shall be allotted/transfer to the successful Applicants.
Designated Stock
Emerge Platform of National Stock Exchange of India Limited or NSE EMERGE.
Exchange
Draft Red Herring
Draft Red Herring Prospectus filed with NSE EMERGE for obtaining in-principle approval.
Prospectus
NRIs from jurisdictions outside India where it is not unlawful to make an issue or invitation
Eligible NRIs under the Issue and in relation to whom this Red Herring Prospectus constitutes an invitation
to subscribe to the Equity Shares offered herein.
The Emerge Platform of National Stock Exchange of India Limited for listing equity shares
Emerge Platform of NSE
offered under Chapter IX of the SEBI (ICDR) Regulation which was approved by SEBI as an SME
Exchange.
First/ Sole Applicant The applicant whose name appears first in the Application Form or Revision Form.
Floor Price The lower end of the Price Band, subject to any revision(s) thereto, not being less than the face
value of Equity Shares, at or above which the Offer Price and the Anchor Investor Offer Price
will be Finalized and below which no Bids will be accepted.
Issue/ Issue Size/ Initial Public Issue of 62,82,000 Equity Shares of face value of ₹10/- each fully paid of our Company
Public Issue/ Initial Public for cash at a price of ₹ [●] per Equity Share (including a premium of ₹ [●] per Equity Share)
Offer/Initial Public aggregating ₹ [●] Lakhs by our Company.
Offering/ IPO
Terms Description
The agreement dated January 12, 2024 between our Company and the Lead Manager,
Issue Agreement
pursuant to which certain arrangements are agreed to in relation to the Issue.
Issue Closing Date The date on which Issue closes for subscription is Tuesday, March 26, 2024.
Issue Opening Date The date on which Issue opens for subscription is Thursday, March 28, 2024.
The period between the Issue Opening Date and the Issue Closing Date inclusive of both the
Issue Period
days during which prospective investors may submit their application.
Issue Price The price at which the Equity Shares are being issued by our Company under this Red Herring
Prospectus being ₹ [●] per Equity Share of face value of ₹10/- each fully paid.
Issue Proceeds Proceeds from the Issue that will be available to our Company, being ₹ [●].
LM / Lead Manager Lead Manager to the Issue, in this case being Corporate CapitalVentures Private Limited.
The equity listing agreement to be signed between our Company and the National Stock
Listing Agreement
Exchange of India Limited.
Market Makers appointed by our Company from time to time, in this case being S S Corporate
Securities Limited having SEBI registration number INZ000219533 who have agreed to receive
Market Maker or deliver the specified securities in the market making process for a period of three years
from the date of listing of our Equity Shares or for any other period as may be notified by SEBI
from time to time.
Market Making The Agreement entered into between the Book Running Lead Manager, Market Maker and
Agreement our Company dated March 15, 2024.
The Reserved Portion of 318,000 Equity Shares of face value of ₹10/- each fully paid for cash
Market Maker
at a price of ₹ [●] per Equity Share aggregating ₹ [●] for the Market Maker in this Issue.
Reservation
A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations,1996, as
Mutual Fund(s)
amended from time to time.
The Issue (excluding the Market Maker Reservation Portion) of 59,64,000 Equity Shares of face
Net Issue/ Offer value of ₹10/- each of Issuer at ₹ [●] (including share premium of ₹ [●]) per equity share
aggregating to ₹ [●].
The Issue Proceeds, less the Issue related expenses, received by the Company. For information
Net Proceeds about use of the Issue Proceeds and the Issue expenses, please refer to the chapter titled ―
“Objects of the Issue” beginning on page 81 of this Red Herring Prospectus.
NIF National Investment Fund set up by resolution F. No. 2/3/2005-DDII dated November 23, 2005
of Government of India published in the Gazette of India.
Non-Institutional All Applicants that are not Qualified Institutional Buyers or Retail Individual Investors and who
Applicants have applied for Equity Shares for an amount more than ₹ 2,00,000/-
A company, partnership, society or other corporate body owned directly or indirectly to the
OCB / OverseasCorporate extent of at least 60% by NRIs, including overseas trust in which not less than 60% of beneficial
Body interest is irrevocably held by NRIs directly or indirectly as defined under Foreign Exchange
Management (Deposit) Regulations, 2000. OCBs are not allowed to invest in this Issue.

Payment throughelectronic
transfer of funds Payment through ECS / NECS, Direct Credit, RTGS or NEFT, as applicable.

Prospectus The Prospectus, which will be filed with the RoC containing, inter alia, the Issue opening and
closing dates and other information.
Price Band Price Band of a minimum price (Floor Price) of ₹ 95 and the maximum price (Cap Price) of ₹
101 and includes revisions thereof. The Price Band will be decided by our Company in
consultation with the BRLM and advertised in two national daily newspapers (one each in
English and in Hindi) with wide circulation and one daily regional newspaper, in the language
where the registered office of the Company is situated, with wide circulation at least two
working days prior to the Bid / Offer Opening Date.
Account opened with the Banker to the Issue/Public Issue Bank i.e. HDFC Bank Limited by our
Public Issue Account Company to receive monies from the SCSBs from the bank accounts of the ASBA Applicants on
the Designated Date.
 Terms Description
As defined under the SEBI ICDR Regulations, including public financial institutions as specified
Qualified Institutional
in Section 4A of the Companies Act, scheduled commercial banks, mutual fund registered
Buyers / QIBs
with SEBI, FII and sub-account (other than a sub-account which is a foreign corporate or
foreign individual) registered with SEBI, multilateral and bilateral development financial
institution, venture capital fund registered with SEBI, foreign venture capital investor
registered with SEBI, state industrial development corporation, insurance company registered
with Insurance Regulatory and Development Authority, provident fund with minimum corpus
of ₹ 2,500 Lakh, pension fund with minimum corpus of ₹ 2,500 Lakh, NIF and 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.
The account opened with the Refund Bank(s), from which refunds, if any, of the whole or part
Refund Account
of the Bid Amount to Anchor Investors shall be made.
Refund Bank The Bankers to the Offer with whom the Refund Account(s) are opened, in this case being HDFC
Bank Limited.
Refunds through
Refunds through electronic transfer of funds means refunds through ECS,Direct Credit or
electronic transfer of
RTGS or NEFT or the ASBA process, as applicable
funds
Registrar Agreement The registrar agreement dated January 18, 2024 between our Company and Registrar to the
Issue in relation to the responsibilities and obligations of the Registrar to the Issue pertaining
to the Issue.
Registrar/ Registrar to Registrar to the Offer being Bigshare services Private Limited. For more information please
the Offer refer ―General Information on page 55 of this Red Herring Prospectus.
Unless the context specifies something else, this means the SEBI (Issue of Capital and
Regulations
Disclosure Requirement) Regulations, 2018 as amended from time to time.
Retail Individual Individual investors (including HUFs, in the name of Karta and Eligible NRIs) who apply for the
Investors Equity Shares of a value of not more than ₹ 2,00,000/-
Shall mean a Banker to an Issue registered under SEBI (Bankers to an Issue)Regulations,
1994, as amended from time to time, and which offer the service ofmaking Application/s
SCSB Supported by Blocked Amount including blocking of bankaccount and a list of which is
available on [Link] or at
such other website as may be prescribed by SEBI from time to time.
Sponsor Bank means a Banker to the Issue registered with SEBI which is appointed by the Issuer
Sponsor Bank to act as a conduit between the Stock Exchanges and NPCI in order to push the mandate collect
requests and / or payment instructions of the retail investors into the UPI. In this case HDFC
Bank Limited.
Underwriter to this Issue is Corporate CapitalVentures Private Limited.
Underwriter
Underwriting Agreement The agreement dated March 15, 2024 entered into between Corporate CapitalVentures Private
Limited and our Company.
Unified Payments The instant payment system developed by the National Payments Corporation of India.
Interface / UPI
In accordance with Regulation 2(1)(mmm) of SEBI ICDR Regulations, working days means, all
days on which commercial banks in the city as specified in this Red Herring Prospectus are
open for business:
1. However, in respect of announcement of price band and bid/ Offer period, working day
shall mean all days, excluding Saturdays, Sundays and public holidays, on which
Working Days
commercial banks in the city as notified in the Red Herring Prospectus are open for
business
2. In respect to the time period between the bid/ Offer closing date and the listing of the
specified securities on the stock exchange, working day shall mean all trading days of the
stock exchange, excluding Sundays and bank holidays in accordance with circular issued
by SEBI.

Conventional Terms / General Terms / Abbreviations

Abbreviation Full Form
A/c Account
ACS Associate Company Secretary
AGM Annual General Meeting
AIF Alternative Investment Fund as defined in and registered with SEBI under the SEBI AIF
Regulations
AS Accounting Standards as issued by the Institute of Chartered Accountants of India
ASBA Applications Supported by Blocked Amount
AY Assessment Year
BIFR Board for Industrial and Financial Reconstruction
Bn Billion
BRLM Book Running Lead Manager
BSE BSE Limited
CAGR Compounded Annual Growth Rate
Carpet Area The area of the apartment excluding the thickness of inner walls.
CDSL Central Depository Services (India) Limited
CFO Chief Financial Officer
CGST Act Central Goods and Services Tax Act, 2017
CIBIL Credit Information Bureau (India) Limited
CIN Corporate Identification Number
CIT Commissioner of Income Tax
CSR Corporate Social Responsibility
CST Central Sales Tax
DIN Director Identification Number
DP Depository Participant
DP ID Depository Participant’s identification
DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry Government of India
EBITDA Earnings before Interest, Taxes, Depreciation and Amortization
ECS Electronic Clearing System
EGM Extraordinary General Meeting
EPFO Employees’ Provident Fund Organization
EPS Earnings Per Share
ESOP Employee Stock Option Plan
ESPS Employee Stock Purchase Scheme
FCNR Account Foreign Currency Non-Resident Account
Foreign Direct Investment
FDI
Foreign Exchange Management Act, 1999, as amended from time to time, and theregulations
FEMA
framed there under
Foreign Institutional Investors (as defined under Foreign Exchange Management (Transfer or
FIIs Issue of Security by a Person Resident outside India) Regulations, 2000) registered with SEBI
under applicable laws in India
FIPB Foreign Investment Promotion Board
F&NG Father and Natural Guardian
FTP Foreign Trade Policy
FVCI Foreign Venture Capital Investors as defined and registered under the SEBI FVCI
Regulations
FY / Fiscal/Financial Period of twelve months ended March 31 of that particular year, unless otherwisestated
Year
GDP Gross Domestic Product
GoI/Government Government of India
GST Goods & Services Tax
HUF Hindu Undivided Family
IAS Rules Indian Accounting Standards, Rules 2015
I.T. Act Income Tax Act, 1961, as amended from time to time
ICAI The Institute of Chartered Accountants of India
ICSI Institute of Company Secretaries of India
IFRS International Financial Reporting Standards
IGST Act Integrated Goods and Services Tax Act, 2017
IMF International Monetary Fund
Indian GAAP Generally Accepted Accounting Principles in India
Ind AS Indian Accounting Standards prescribed under section 133 of the Companies Act,
2013, as notified under the Companies (Indian Accounting Standard) Rules, 2015
IPO Initial Public Offering
IRDAI Insurance Regulatory and Development Authority of India
ISO International Organization for Standardization
IST Indian Standard Time
KMP Key Managerial Personnel
Ltd Limited
MAPIN Market Participants and Investors Integrated Database
MCA Ministry of Corporate Affairs, Government of India
Merchant Banker as defined under the Securities and Exchange Board of India(Merchant
Merchant Banker
Bankers) Regulations, 1992
MoF Ministry of Finance, Government of India
MOU Memorandum of Understanding
NA Not Applicable
NACH National Automated Clearing House
NAV Net Asset Value
NBFC Non-Banking Financial Company
NDOH Next Date of Hearing
NECS National Electronic Clearing Service
NEFT National Electronic Fund Transfer
NGT National Green Tribunal
NOC No Objection Certificate
NPCI National Payments Corporation of India
NPV Net Present Value
NRE Account Non-Resident External Account
NRIs Non-Resident Indians
NRO Account Non-Resident Ordinary Account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB Overseas Corporate Bodies
OPC One Person Company as defined under section 2(62) of The Companies Act, 2013
p.a. per annum
P/E Ratio Price/Earnings Ratio
PAC Persons Acting in Concert
PAN Permanent Account Number
PAT Profit After Tax
PLR Prime Lending Rate
Plots Parcel of land demarcated through boundary
PMI Purchasing Managers’ Index
PPP Purchasing power parity
QIC Quarterly Income Certificate
RBI The Reserve Bank of India
RoC Registrar of Companies
ROE Return on Equity
RONW Return on Net Worth
Rs. /₹ Rupees, the official currency of the Republic of India
RTGS Real Time Gross Settlement
RERA Real Estate Regulatory Authority
SCRA Securities Contract (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time.
SEBI Securities and Exchange Board of India
SEBI Act Securities and Exchange Board of India Act, 1992
Sec. Section
SGST Act State Goods and Services Tax Act, 2017
STT Securities Transaction Tax
Super Area The built up area added to share of common areas which includes staircases,reception, lift
shafts, lobbies, club houses and so on
TIN Taxpayers Identification Number
TDS Tax Deducted at Source
UGST Act Union Territory Goods and Services Tax Act, 2017
US/United States United States of America
USD/ US$/ $ United States Dollar, the official currency of the Unites States of America
Unified payments interface which is an instant payment mechanism, developed by NPCI.
UPI

The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1,2018, SEBI

UPI Circulars circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, 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, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020,
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021,
SEBI/HO/CFD/DIL2/CIR/P/2021/47 dated March 31, 2021,
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI/HO/CFD/DIL2/CIR/P/2022/45
dated April 5, 2022, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022,
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/2022/75 dated May 30, 2022 and any subsequent
circulars or notifications issued by SEBI in this regard.
ID created on Unified Payment Interface (UPI) for single-window mobile payment system
UPI ID
developed by the National Payments Corporation of India (NPCI).
The request initiated by the Sponsor Bank and received by an RII using the UPI Mechanism to
UPI Mandate Request authorise blocking of funds on the UPI mobile or other application equivalent to the Bid
Amount and subsequent debit of funds in case of Allotment
The bidding mechanism that may be used by a RIB to make an application in the Issue in
UPI Mechanism accordance with SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018

UPI PIN Password to authenticate UPI transaction

VAT Value Added Tax
VC Venture Capital
 Foreign Venture Capital Funds (as defined under the Securities and Exchange Board of India
VCF / Venture Capital
(Venture Capital Funds) Regulations, 1996) registered with SEBI under applicable laws in India.
Fund

Work in process
WIP
World Health Organization
WHO
World Economic Outlook
WEO
Year on Year
YoY

Industry Related Terms

Term Description
ADF Automatic Document Feeder
API Application programming interface
AML Anti Money Laundering
BFSI Banking, Financial Services and Insurance
CIBIL Credit Information Bureau (India) Limited
CRM Customer relationship management
ERP Enterprise Resource Planning
ECS Electronic Clearance Service
GSTN Goods and Services Tax Network
GRPO Goods Receipt PO
HSN Harmonized System of Nomenclature
IMEI International Mobile Equipment Identity
IMPS Immediate Payment Service
IRN Invoice Reference Number
IAAS Infrastructure As a Service
ITC Input Tax Credit
MIS Management Information System
NPA Non-Performing Assets
NeGD National E-Governance Division
NAFCUB The National Federation of Urban Cooperative Banks and Credit Societies Ltd.
NPCI National Payments Corporation of India
PACS Primary Agricultural Credit Society
PMJJBY Pradhan Mantri Jeevan Jyoti Bima Yojana
PMSBY Pradhan Mantri Suraksha Bima Yojana
SAP Systems, Applications & Products in Data Processing
SACCOS Savings and Credit Cooperative Societies
SaaS Software as a Service
SEZ Special Economic Zone
STP Straight Through Process
VAPT Vulnerability Assessment and Penetration Testing
XBRL eXtensible Business Reporting Language
Notwithstanding the foregoing:

1. In the section titled “Main Provisions of the Articles of Association” beginning on page number 340 of the Red Herring
Prospectus, defined terms shall have the meaning given to such terms in that section;
2. In the chapters titled “Summary of Offer Documents” and “Our Business” beginning on page numbers 19 and 139
respectively, of the Red Herring Prospectus, defined terms shall have the meaning given to such terms in that section;
3. In the section titled “Risk Factors” beginning on page number 28 of the Red Herring Prospectus, defined terms shall have
the meaning given to such terms in that section;
4. In the chapter titled “Statement of Tax Benefits” beginning on page number 120 of the Red Herring Prospectus, defined
terms shall have the meaning given to such terms in that section;
5. In the chapter titled “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” beginning
on page number 256 of the Red Herring Prospectus, defined terms shall have the meaning given to such terms in that
section.
 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Financial Data

Unless stated otherwise, the financial data included in this Red Herring Prospectus are extracted from the restated financial
statements of our Company, prepared in accordance with the applicable provisions of the Companies Act and Indian GAAP and
restated in accordance with SEBI (ICDR) Regulations, as stated in the report of our Peer Reviewed Auditors, set out in the section
titled “Financial Statements”, as Restated ‘beginning on page 223 of this Red Herring Prospectus. Our restated financial
statements are derived from our audited financial statements prepared in accordance with Indian GAAP and the Companies
Act, and have been restated in accordance with the SEBI (ICDR) Regulations.

Our fiscal year commences on 1st April of each year and ends on 31st March of the next year. All references to a particular
fiscal year are to the 12 months period ended 31st March of that year. In this Red Herring Prospectus, any discrepancies in any
table between the total and the sums of the amounts listed are due to rounding-off. All decimals have been rounded off to
two decimal points. There are significant differences between Indian GAAP, IFRS and US GAAP. The Company has not attempted
to quantify their impact on the financial data included herein and urges you to consult your own advisors regarding such
differences and their impact on the Company’s financial data. Accordingly, to what extent, the financial statements included
in this Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity
with Indian accounting practices / Indian GAAP. Any reliance by persons not familiar with Indian accounting practices on the
financial disclosures presented in this Red Herring Prospectus should accordingly be limited. Any percentage amounts, as set
forth in “Risk Factors”, “Our Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and elsewhere in this Red Herring Prospectus unless otherwise indicated, have been calculated on the basis of the Company‘s
restated financial statements prepared in accordance with the applicable provisions of the Companies Act and Indian GAAP and
restated in accordance with SEBI (ICDR) Regulations, as stated in the report of our Peer Reviewed Auditors, set out in the section
titled “Financial Statements”, as Restated beginning on page 223 of this Red Herring Prospectus.

Currency and units of presentation

In this Red Herring Prospectus, references to Rupees or INR or ₹ are to Indian Rupees, the official currency of the Republic of
India. All references to $, US$, USD, U.S. $ or U.S. Dollars are to United States Dollars, the official currency of the United States
of America. All references to million / Million / Mn refer to one million, which is equivalent to ten lacs or ten lakhs, the word
Lacs / Lakhs / Lac means onehundred thousand and Crore means ten million and billion / bn./ Billions means one hundred crores.

Industry and Market Data

Unless stated otherwise, industry data used throughout the Red Herring Prospectus has been obtained or derived from industry
and government publications, publicly available information and sources. Industry publications generally state that the
information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and
completeness are not guaranteed and their reliability cannot be assured. Although our Company believes that industry data
used in the Red Herring Prospectus is reliable, it has not been independently verified. Further, the extent to which the industry
and market data presented in the Red Herring Prospectus is meaningful depends on the reader's familiarity with and
understanding of, the methodologies used in compiling such data. There are no standard data gathering methodologies in the
industry in which we conduct our business, and methodologies and assumptions may vary widely among different industry
sources.

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 FORWARD LOOKING STATEMENTS

All statements contained in the Red Herring Prospectus that are not statements of historical facts constitute “forward-
looking statements‟. All statements regarding our expected financial condition and results of operations, business, objectives,
strategies, plans, goals and prospects are forward-looking statements. These forward-looking statements include statements as
to our business strategy, our revenue and profitability, and other matters discussed in the Red Herring Prospectus regarding
matters that are not historical facts. These forward-looking statements and any other projections contained in the Red Herring
Prospectus (whether made by us or any third party) are predictions and involve known and unknown risks, uncertainties and
other factors that may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements or other projections.

These forward-looking statements can generally be identified by words or phrases such as “will”, “aim”, “will likely result”,
“believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”,
“goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions. Important factors that could
cause actual results to differ materially from our expectations include but are not limited to:

 loss of consumers;
 impact of Covid 19 pandemic or any future pandemic;
 general economic and business conditions in the markets in which we operate and in the local, regional and national
and international economies;
 Adverse natural calamities having significant impact on regions where we are having projects under implementation;
 our ability to successfully implement strategy, growth and expansion plans and technological initiatives;
 our ability to respond to technological changes;
 our ability to attract and retain qualified personnel;
 the effect of wage pressures, seasonal hiring patterns and the time required to train and productively utilize new
employees;
 general social and political conditions in India which have an impact on our business activities orinvestments;
 potential mergers, acquisitions restructurings and increased competition;
 occurrences of natural disasters or calamities affecting the areas in which we have operations;
 market fluctuations and industry dynamics beyond our control;
 changes in the competition landscape;
 our ability to finance our business growth and obtain financing on favourable terms;
 our ability to manage our growth effectively;
 our ability to compete effectively, particularly in new markets and businesses;
 changes in laws and regulations relating to the industry in which we operate changes in governmentpolicies and regulatory
actions that apply to or affect our business; and
 developments affecting the Indian economy;
 Any adverse outcome in the legal proceedings in which we are involved.
 Our ability to attract and retain qualified personnel;
 Volatility of loan interest rates and inflation;
 Inability to protect our IP or any third-party claims in relation to infringement of our existing intellectual property rights
or in future
 Inability to cater to the evolving consumer preferences, in India and abroad, in the information technology
 The occurrence of natural disasters or calamities; and
 Failure to successfully upgrade our service portfolio, from time to time.

For a further discussion of factors that could cause our current plans and expectations and actual results to differ, please refer
to the chapters titled “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” beginning on page numbers 28, 139 and 256 respectively of this Red Herring Prospectus.

Forward looking statements reflects views as of the date of the Red Herring Prospectus and not a guarantee of future
performance. By their nature, certain market risk disclosures are only estimates and could be materially different from what
actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been
estimated. Neither our Company / our Directors nor the Lead Manager, nor any of its affiliates have any obligation to update
or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of
underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, our
Company and the Lead Manager will ensure that investors in India are informed of material developments until such time as
the listing and trading permission is granted by the Stock Exchange(s).

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 SECTION II - SUMMARY OF OFFER DOCUMENTS

A. SUMMARY OF OUR BUSINESS OVERVIEW

OUR COMPANY

Our Company was originally incorporated on December 15, 1998 as a Private Limited Company as “Trust Systems and Software
(India) Private Limited” vide Registration No. 117470 under the provisions of the Companies Act, 1956 with the Registrar of
Companies, Mumbai. Pursuant to a special resolution passed by the shareholders at their Extra Ordinary General Meeting held
on September 16, 2023, our company was converted from a Private Limited Company to Public Limited Company.
Consequently, the name of our Company was changed to ‘Trust Systems and Software (India) Limited’ and a Fresh Certificate
of Incorporation consequent to Conversion was issued on October 4, 2023 by the Registrar of Companies, Mumbai.
Subsequently, special resolution passed by the shareholders at their Extra Ordinary General Meeting held on November 22,
2023, the name of our company has changed from “Trust Systems and Software (India) Limited” to “Trust Fintech Limited” and
a fresh certificate of incorporation was issued on December 14, 2023 by the Registrar of Companies, Mumbai. The Corporate
Identification Number of our Company is U72100MH1998PLC117470.

For further details of change in name, change in object and change in registered office of our company, please refer to section
titled ‘History and Certain Corporate Matters’ beginning on page 187 of this Red Herring Prospectus.

OUR BUSINESS

Trust Fintech Limited is a Nagpur based SaaS Product focused company which has carved a niche in providing Core Banking
Software, IT Solutions, ERP Implementation and Customized Software Solutions Development, SAP B1 and Offshore IT
services for the BFSI sector. TFL was founded by Mr. Hemant Chafale, Mr. Heramb Ramkrishna, Mr. Mandar Kishor Deo with
a focus on delivering secured core banking solutions & world-class technology solutions to a virtually integrated banking and
financial eco-system. The company has evolved in the last 25 years and adapted to the technological and market shifts to
reach the current business model and product version. Trust Fintech is consistently expanding its business footprints in India
and Globally by adapting to ever-changing regulatory compliances for the global BFSI sector.

We have invested in developing more than 10+ (ten) banking related products for Commercial and Cooperative Banks and
Financial Institutions, which comprise Core Banking Software, Loan Origination software, GST compliance software, Financial
Accounting & Billing Software, GST Suvidha provider, SAP B1 Services (for Implementation, Support and Add-on Development),
Various add-on modules for Statutory Report Generation, ATM Reconciliation, Anti-Money Laundering, Agency Banking,
Mobile Banking leveraging end to end solutions to address the evolving needs of banking Solutions. Since we provide banking
solutions, therefore all the product solutions are built by keeping in mind the RBI compliance requirements, which the banks
have to follow and also the product is designed in configurable architect, which gives the flexibility to incorporate the changes
which may be required to be complied by the banks, pursuant to the change in the policy and compliances as notified by the
RBI. Also, our Core Banking Product (TrustBankCBS) is flexible enough to customize for the Central Bank requirements, by
customizing this software, we have served this software in India Shri Lanka, Nepal, California, Ghambia, Tanzania, Ghana,
Liberia, Nigeria, Zimbabwe, and few more countries.

Our company is majorly involved in the Implementation, and deployment of Core banking Software i.e. TrustBankCBS or
MicroFinS. TrustBankCBS mainly serves the needs of medium to large banks & financial institutions and MicroFinS serves the
needs of Small & growing Co-operative Societies, SACCOS & similar banking institutions. Our flagship product, TrustBankCBS,
is a web-based software. It is available “on-premises with infrastructure” i.e. it offers the flexibility to the customer to deploy
TrustBankCBS on their own premises with customized infrastructure. Alternatively, it is also available as off-the-shelf banking
software solution in a 'Software as a Service' (SaaS) model. This covers bundled solutions of software and hosting infrastructure
on a rental basis for those preferring a hassle-free.

Our company proudly holds several quality certifications including ISO 27001:2013, ISO 9001:2015, and CMMI Level 5
reaffirming our commitment to management of information security, comprehensive IT solutions, and advanced software
services. Also, TrustBankCBS Software is tested for “VAPT” by CERT-IN certified auditors which demonstrates security and
robustness of the software. With 25+ years of operational excellence and a dedicated team of 250+, we provide advanced
software services to Public Sector Banks, Co-Operative Banks, District Co-Operative Banks, Regional Rural Banks, Large Credit
Societies, NBFC, Large commercial Banks (Add-on Business), PACS, Credit Unions in USA and South American countries that
 meet international quality. Currently, we are serving customers in more than 15 States of India and in more than 10 countries
including California, Nepal, Gambia, Ghana, Liberia, Nigeria, Sri Lanka, Tanzania, Zimbabwe, Siberia, Central Africa Republic.
Our organization currently operates through its offices located in Nagpur, Pune, and Mumbai spread across total area of
1064.42 sq. mtr. accommodating a workforce of over 250+ employees. The Nagpur property is currently over utilized and lacks
the capacity to accommodate additional personnel.

For details on the description of Our Company’s activity, business model, marketing strategy, strength, completion of business,
please see “Our Business”, “Management Discussion and Analysis of Financial Conditions” and “Basis for Issue Price” on page
139, 256 and 113 of this Red Herring Prospectus respectively.

SUMMARY OF OUR INDUSTRY

Global IT Market outlook

The global Information Technology market size grew from USD 8179.48 billion in 2022 to USD 8853.41 billion in 2023 at a
compound annual growth rate of 8.2%. The information technology service market is comparatively concentrated, with a
number of big, global players. Around 30% of the total market share in 2019 is made top five competitors in the market. IBM
is the largest competitor, followed by Accenture, HPE, Microsoft, and SAP.

The global core banking software market size was valued at USD 12.51 billion in 2022. The market is projected to grow from
USD 14.54 billion in 2023 to USD 47.37 billion by 2030, exhibiting a CAGR of 18.4% during the forecast period. One of the
significant market drivers is the rising adoption of SaaS-based or cloud-based banking platforms provided by software
specialists such as Finastra, FIS global, and Temenos AG. Cloud-based platforms allow banking organizations to monitor
payments, transactions, and other banking activities. Thus, the rising demand for productivity and improvement in enterprises
will encourage the growth of the market. Key players are focusing on launching new products to gain a competitive edge in
the market.

According to Enterprise Cloud Index (ECI) 2022, cloud adoption in BFSI industries is expected to double in three years, boosting
the market from 26% to 56%. Therefore, the rising adoption of cloud-based solutions and banking platforms by various banks
is expected to drive the market growth in the forthcoming years. Also, the rising usage of Big Data, Payment as a Service (PaaS),
cyber security, and remote banking solutions is expected to boost the market expansion during the forecast period.

(Source: ([Link]

Indian IT Market Outlook

According to National Association of Software and Service Companies (Nasscom), the Indian IT industry’s revenue touched US$
227 billion in FY22, a 15.5% YoY growth and was estimated to have touched US$ 245 billion in FY23. IT spending in India is
expected to increase to US$ 110.3 billion in 2023 from an estimated US$ 81.89 billion in 2021.

Indian software product industry is expected to reach US$ 100 billion by 2025. Indian companies are focusing on investing
internationally to expand their global footprint and enhance their global delivery centres. The data annotation market in India
stood at US$ 250 million in FY20, of which the US market contributed 60% to the overall value. The market is expected to reach
US$ 7 billion by 2030 due to accelerated domestic demand for AI. India's IT industry is likely to hit the US$ 350 billion mark by
2026 and contribute 10% towards the country's gross domestic product (GDP), Infomerics Ratings said in a report.

(Source: [Link]

For detailed information on the industry please refer to “Our Industry” beginning on page number 123 of this Red Herring
Prospectus.

B. PROMOTERS

The promoters of our Company are Mr. Hemant Padmanabh Chafale, Mr. Sanjay Padmanabh Chafale, Mr. Heramb Ramkrishna
Damle, Mr. Ananad Shankar Kane and Mr. Mandar Kishor Deo. For detailed information please refer chapter titled Our
Promoters and Our Promoter Group on page number 213 respectively of this Red Herring Prospectus.
C. ISSUE SIZE

The Issue size comprises of fresh issuance of up to 62,82,000 Equity Shares of face value of ₹ 10/- each fully paid-up of the
Company for cash at price of ₹ [●] per Equity Share (including premium of ₹ [●] per Equity Share) aggregating ₹ [●].

D. OBJECTS OF THE ISSUE

Our Company intends to utilize the Net Proceeds for the following objects:

S. N. Particulars Amount (In ₹ Lakh)

1. To set up additional Development facility, instalments of fit outs and interior design works in 1518.63
Nagpur, Maharashtra
2. Investment in Procuring Hardware and upgrading IT infra 300.00
3. Funding of expenditure related to enhancement and upgrading existing product 1500.40
4. To meet out the Global & Domestic Business Development, sales and marketing expenses 902.60
for the company
5. General Corporate Purposes* [●]
Total [●]
*The amount utilized for general corporate purposes shall not exceed 25% of the gross proceeds of the Issue.

E. PRE-ISSUE SHAREHOLDING

Pre-issue Post-issue
S. No. Name of shareholders No. of equity As a % of No. of As a % of
Shares Issued Equity shares Issued
Capital Capital
Promoters
1 Hemant Padmanabh Chafale 1,12,63,852 64.21 1,12,63,852 47.28
2 Sanjay Padmanabh Chafale 21,12,012 12.04 21,12,012 8.86
3 Heramb Ramkrishna Damle 11,44,304 6.52 11,44,304 4.80
4 Anand Shankar Kane 9,59,577 5.47 9,59,577 4.03
5 Mandar Kishor Deo 8,31,747 4.74 8,31,747 3.49
Total – A 1,63,11,492 92.98 1,63,11,492 68.46
Promoter Group
6 Jay Hemant Chafale 32,000 0.18 32,000 0.13
7 Anagha Damle 43,225 0.25 43,225 0.18
8 Neha Kane 18,000 0.10 18,000 0.08
Total – B 93,225 0.53 93,225 0.39
Public
9 Existing Shareholders 11,38,483 6.49 11,38,483 4.78
10 IPO 62,82,000 26.37
Total – C 11,38,483 6.49 74,20,483 31.15
Grand Total (A+B+C) 1,75,43,200 100% 2,38,25,200 100%

F. SUMMARY OF FINANCIAL INFORMATION

(Amount in Lakhs)
Particulars For Period ended on For the year ended March 31
September 30th, 2023 2023 2022 2021
Share Capital 518.49 518.49 518.49 518.49
Net Worth 3,446.55 2,718.60 1,516.39 1,382.73
Revenue (total income) 1,883.13 2,270.19 1,800.00 2,417.94
Profit after Tax 727.95 402.21 133.66 219.66
Earnings per share Basic and Diluted (in ₹)*1 14.04 7.76 2.58 4.21
Net Asset Value per Equity Share (in ₹)*1 51.04 37.00 29.24 26.66
Total Borrowing
- Long Term 0.00 0.00 135.30 4.03
 - Short Term (34.32) (3.80) (16.61) (48.37)
*Note: -
1. For EPS (Basic and Diluted) and NAV are calculated on the basis of No. of Equity Shares outstanding at September 30, 2023, F.Y
ended 2023, F.Y ended 2022 and F.Y ended 2021. The No. of Equity Shares outstanding are Consistent in all the three years and
Stub period i.e 51,84,868 Equity Shares.
2. EPS (Basic and Diluted) and NAV is calculated after considering effect of allotments which was made after September 30, 2023
i.e. Bonus issue of 1,14,06,707 equity shares allotted on January 24,2024 and Private placement of 9,51,625 equity shares
allotted on January 25,2024. Hence, issued Equity shares as of January 25,2024 is 1,75,43,200 Equity Shares. Accordingly, EPS
(Basic and Diluted) and NAV after considering Bonus issue and Private Placement shares is Rs. 4.15 and Rs. 18.18 respectively.

Formula Rs. In Lakhs Ratio

For EPS: Profit after Tax / No. of 7,27,94,644 / 1,75,43,200 4.15
outstanding equity shares
For NAV: Net Worth/ No. of 31,88,97,910/ 1,75,43,200 18.18
outstanding equity shares

G. QUALIFICATIONS OF AUDITORS

The Restated Financial Statements do not contain any qualification requiring adjustments by the StatutoryAuditors.

H. SUMMARY OF OUTSTANDING LITIGATIONS & MATERIAL DEVELOPEMENTS

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

Name By/Against Civil Criminal Tax Proceedings & GST Actions by Other Amount
Proceedings Proceedings Demands/Proceedings regulatory Pending Involved
authorities Litigations (in lakhs)
By - - - - - -
Company
Against - - 4 - - 92.25
By - - - - - -
Promoter
Against - - 3 - - 1.97
Promoter Group By - - - - - -
Against - - - - - -
Group By - - - - - -
Companies/Entities Against - - - - - -
Directors other than By - - - - - -
promoters Against - - - - - -
For further details, please refer chapter titled “Outstanding Litigations & Material Developments” beginning on page 268 of this
Red Herring Prospectus.

I. RISK FACTORS

For details relating to risk factors, please refer section titled “Risk Factors” beginning on page no. 28 of this Red Herring
Prospectus.

J. SUMMARY OF CONTINGENT LIABILITIES OF OUR COMPANY

As per the Restated financial statements of the Company, following are the contingent liabilities: -
(Amount in Lakhs)
Nature of Borrowing Amount as on Amount as on March Amount as on March Amount as on March
Amount September 30, 2023 31, 2023 31, 2022 31, 2021
*Tax Litigation 45.30 - - -
(Excluding interest
calculated at actuals)
 *The above litigation is related to GST for the tax period 01/07/2017 to 31/03/2018. The assesses has file appeal against such
notice.

In respect of the above matters, the expected outflow will be determined at the time of final resolution of dispute.

K. SUMMARY OF RELATED PARTY TRANSACTIONS

Related Party Transactions

In accordance with the requirements of Accounting Standard- 18 on Related Party Disclosures, the names of the related parties
where control exists and with whom transaction have taken place during the year and description of relationships as identified
and certified by the management are given below: -

Related Party Transaction

Sr. (i) Key Management Personnel & their Sr. (ii) Enterprises over which parties listed in (i) have significant
No relative: No influence and transactions are carried out during the year:
1 Mr. Hemant Padmanabh Chafale 1 Softshell Systems (India) Pvt. Ltd
(Director)
2 Mr. Hemant Padmanabh Chafale 2 Shri Renuka Roadlines Prop firm
(Partner)
3 Mr. Hemant Padmanabh Chafale 3 Lextech Consultants Pvt. Ltd (Director Ujwala Borikar)
(Director)
4 Mr. Unmesh Chafale (Relative of director) 4 Softshell Systems (India) Pvt. Ltd
5 Mr. Unmesh Chafale (Relative of director) 5 Shri Renuka Roadlines Prop firm
6 Mrs. Ujwala Borikar (Relative of director) 6 Lextech Consultants Pvt. Ltd
7 Mr. Mandar Deo (Director)
8 Mr. Herambh Damle (Director)
9 Mr. Anand Kane (Director)

The following transactions were carried out with the related parties in the ordinary course of business:
Sr. RELATIONSHIP Key Management Personnel & Enterprises over which parties listed in (i) GRAND TOTAL
No their relatives: have significant influence and
transactions are carried out during the
year:
NATURE OF TRANSACTIONS Apr'23 2022- 2021- 2020- Apr'2 2022-23 2021-22 2020-21 Apr'2 2022-23 2021-22 2020-21
to 23 22 21 3 to 3 to
Sept'23 Sept' Sept'
23 23
(A) Income
1) Rent Received
Softshell Systems & Software (I) Pvt. - - - - - 14.16 16.28 7.08 - 14.16 16.28 7.08
Ltd.

(B) Expense
1) Rent Paid
Lextech Consultants Pvt. Ltd. - - - - - - 24.00 21.24 - - 24.00 21.24

2) Taxi Hiring Charges

Shri Renuka Roadlines - - - - 0.69 1.11 0.73 0.80 0.69 1.11 0.73 0.80

3) Manpower Supply
Softshell Systems & Software (I) Pvt. - - - - - 52.33 59.00 84.96 - 52.33 59.00 84.96
Ltd.

4) Purchase of Hardware
Softshell Systems & Software (I) Pvt. - - - - - 27.42 17.39 18.29 - 27.42 17.39 18.29
Ltd.

(C) Finance
1) Loan from Director
Mr. Hemant Chafale - - 13.00 13.00 - - - - - - 13.00 13.00

(D) Remuneration
Mr. Hemant Chafale 18.91 26.90 30.00 23.24 23.64 - - - 42.55 - - -
Mr. Heramb Damle 15.91 26.90 30.00 23.24 23.64 - - - 39.55 - - -
Mr. Mandar Deo 15.91 26.90 30.00 23.24 23.64 - - - 39.55 - - -
Mr. Anand Kane 15.91 26.90 28.58 21.24 20.66 - - - 36.57 - - -
Total 66.65 107.60 131.58 103.96 92.26 95.01 117.40 132.37 158.90 95.01 130.40 145.37
L. FINANCING ARRANGEMENTS

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 (6) months
immediately preceding the date of this Red Herring Prospectus.

M. WEIGHTED AVERAGE PRICE AT WHICH THE EQUITY SHARES WERE ACQUIRED BY EACH OF OUR PROMOTERS IN LAST ONE
YEAR

Name of the Promoter No. of Shares held Average cost of Acquisition (in₹)*
Hemant Padmanabh Chafale 77,43,898 0.00
Sanjay Padmanabh Chafale 14,52,008 0.00
Heramb Ramkrishna Damle 7,86,709 0.00
Anand Shanker Kane 6,59,709 0.00
Mandar Kishor Deo 5,71,826 0.00
* Only the shares acquired through Bonus Issue are considered.

N. AVERAGE COST OF ACQUISITON

The average cost of acquisition per Equity Share to our Promoters as at the date of this Red Herring Prospectus is:

Name of the Promoter No. of Shares held* Average cost of Acquisition (in₹)
Hemant Padmanabh Chafale 1,12,63,852 0.42
Sanjay Padmanabh Chafale 21,12,012 0.31
Heramb Ramkrishna Damle 11,44,304 0.31
Anand Shanker Kane 9,59,577 18.57
Mandar Kishor Deo 8,31,747 0.31
* Only the shares acquired are considered.

O. DETAILS OF PRE-ISSUE PLACEMENT

Our Company does not contemplate any issuance or placement of Equity Shares from the date of this Red Herring Prospectus
until the listing of the Equity Shares.

P. ISSUE OF EQUITY SHARES FOR CONSIDERATION OTHER THAN CASH IN THE LAST ONE YEAR

Except as stated below our Company has not issued any equity shares for Consideration other than Cash during last one year:

Sr. Name of shareholders No. of Shares Face Value IssuePrice Date of Allotment Reason for
No. Allotted (Rs.) (Rs.) Allotment
1. Hemant Padmanabh Chafale 77,43,898 10 - January 24, 2024 Bonus Allotment
2. Sanjay Padmanabh Chafale 14,52,008 10 - January 24, 2024 Bonus Allotment
3. Heramb Ramkrishna Damle 7,86,709 10 - January 24, 2024 Bonus Allotment
4. Anand Shankar Kane 6,59,709 10 - January 24, 2024 Bonus Allotment
5. Mandar Kishor Deo 5,71,826 10 - January 24, 2024 Bonus Allotment
6. Niranjan Padhye 1,70,557 10 - January 24, 2024 Bonus Allotment
7. Jay Hemant Chafale 22,000 10 - January 24, 2024 Bonus Allotment
Total 1,14,06,707

For more details, refer ― Capital Structure on page number 63 of this Red Herring Prospectus.

Q. SPLIT / CONSOLIDATION OF EQUITY SHARES IN THE LAST ONE YEAR

 The Company has not consolidated its equity shares in the last one (1) year.

R. EXEMPTION FROM COMPLYING SECURITIES LAWS

No, our company has not been granted any such exemption.

This space has been left blank intentionally

 SECTION III- RISK FACTORS

An investment in the Equity Shares involves a high degree of risk. You should carefully consider all the information in this Red
Herring Prospectus, including the risks and uncertainties summarized below, before making an investment in our Equity Shares.
The risks described below are relevant to the industries our Company is engaged in, our Company and our Equity Shares. To
obtain a complete understanding of our Company, you should read this section in conjunction with the chapters titled “Our
Business‟ and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page
numbers 139 and 256, respectively, of this Red Herring Prospectus as well as the other financial and statistical information
contained in this Red Herring Prospectus. Prior to making an investment decision, prospective investors should carefully
consider all of the information contained in the section titled “Financial Information, as Restated” beginning on page number
223 of this Red Herring Prospectus.

If any one or more of the following risks as well as other risks and uncertainties discussed in the Red Herring Prospectus were
to occur, our business, financial condition and results of our operation could suffer material adverse effects and could cause
the trading price of our Equity Shares and the value of investment in the Equity Shares to materially decline which could result
in the loss of all or part of investment. Prospective investors should pay particular attention to the fact that our Company is
incorporated under the laws of India, and is therefore subject to a legal and regulatory environment that may differ in certain
respects from that of other countries.

This Red Herring 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 many factors, including the
considerations described below and elsewhere in the Red Herring Prospectus. These risks are not the only ones that our
Company face. Our business operations could also be affected by additional factors that are not presently known to us or that
we currently consider to be immaterial to our operations. Unless specified or quantified in the relevant risk factors below, we
are not in a position to quantify financial or other implication of any risks mentioned herein.

Materiality

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

Some events may not be material individually but may be material when considered collectively.
Some events may have an impact which is qualitative though not quantitative.
Some events may not be material at present but may have a material impact in the future.

Classification of Risk Factors

Business Related Risk

Internal

Issue Related Risk

Risk

Industry Related

External Risk

Other

Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other
implications of any of the risks described in this section. Unless the context requires otherwise, the financial information of our
Company has been derived from the Restated Financial Information. The risk factors are classified as under for the sake of
better clarity and increased understanding.
 INTERNAL RISK FACTORS

1. We have applied for registration of logo under the Class 42 and We do not own the trademark legally as on date. We
may be unable to adequately protect our intellectual property. Furthermore, we may be subject to claims alleging breach
of third-party intellectual property rights.

Our company have applied for registration of our logo under the class 42, we have applied for registration of
our logo under the provisions of the Trademarks Act, 1999 and do not own the trademark as on date. As such we do not enjoy
the statutory protections accorded to a registered trademark as on date. We are in the process for registration of our logo
under the provisions of the Trade Marks Act, 1999. Although our company own the logo in the Past which was valid
from 15/12/1998 to 23/06/2016.

There can be no assurance that we will be able to register the trademark under class 42 in future or that, third parties will not
infringe our intellectual property, causing damage to our business prospects, reputation and goodwill. Further, we cannot
assure you that any application for registration of our trademark in future by our Company will be granted by the relevant
authorities in a timely manner or at all. We may need to litigate in order to determine the validity of such claims and the scope
of the proprietary rights of others. Any such litigation could be time consuming and costly and the outcome cannot be
guaranteed. We may not be able to detect any unauthorized use or take appropriate and timely steps to enforce or protect
our intellectual property.

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

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

Our systems are may be vulnerable to data security breaches, whether by our employees, or others that may expose sensitive
data to unauthorized persons. We process and transfer data, including personal information, financial information and other
confidential data provided to us by our clients. Although we maintain systems and procedures to prevent unauthorized access
and other security breaches, it is possible that unauthorized individuals could improperly access our systems, or improperly
obtain or disclose sensitive data that we process or handle. Data security breaches could lead to the loss of intellectual
property or could lead to the public exposure of personal information (including sensitive financial and personal information)
of our clients’ investors or our employees. Any such security breaches or compromises of technology systems could result in
institution of legal proceedings against us and potential imposition of penalties, which may have an effect on our business
and reputation. However, as of now, we have not encountered any significant disruptions in our information technology
systems or data security breaches that have had a detrimental impact on our business or reputation. Also, our company has
obtained quality certifications such as ISO 27001:2013, ISO 9001:2015, CMMI Level 5, VAPT, depicting that we have secured
system, yet we are exposed to the above explained risk(s).

3. Substantial portion of our revenues has been dependent upon our Core Banking software i.e. TrustBankCBS. The loss of any
one or more of our major clients would have a material effect on our business operations and profitability.

A significant portion of our revenues is reliant on our Core Banking software, TrustBankCBS. Potential loss of any major client
utilizing TrustBankCBS could have a material impact on our business operations and profitability. The loss of a significant clients
would have a material effect on our financial results. The given below table set forth details of product wise revenue
contribution for the fiscals 2021, 2022 and 2023 and for the period ended September 30, 2023:

Fiscal Year/ From TrustBankCBS From other IT Solutions From all the solutions
Period Revenue As a % of Revenue As a % of Revenue As a % of
revenue from revenue from revenue from
operations operations operations
 As on March 31, 2,073.53 86.59 321.14 13.41 2,394.67 100.00
2021
As on March 31, 1576.33 89.40 186.92 10.60 1,763.25 100.00
2022
As on March 31, 2079.97 92.26 174.38 7.74 2,254.35 100.00
2023
As on September 1,764.58 93.75 117.56 6.25 1,882.14 100.00
30, 2023

We cannot assure you that we can maintain the historical levels of business from these clients or that we will be able to replace
these clients in case we lose any of them. Furthermore, major events affecting our clients such as bankruptcy, change of
management, mergers and acquisitions could impact our business. If any of our major clients becomes bankrupt or insolvent,
we may lose some or all of our business from that client and our receivable from that client would increase and may have to
be written off, impacting our income and financial condition.
4. Substantial portion of our revenues has been dependent upon our few clients (Top 10). The loss of any one or more of our
major clients would have a material effect on our business operations and profitability.

Our Company is engaged in providing Core Banking Software, IT Solutions, ERP Implementation and Customized Software
Solutions Development, SAP B1 and Offshore IT services for the BFSI sector. Our top Ten (10) clients contributed approximately
80.05 %, 82.10%, 78.78% and 86.87% of our revenue from operations based on Restated Financial Statements for the period
ended September 30, 2023 and the Fiscals 2023, 2022 and 2021 respectively. The loss of a significant clients would have a
material effect on our financial results. We cannot assure you that we can maintain the historical levels of business from these
clients or that we will be able to replace these clients in case we lose any of them. Furthermore, major events affecting our
clients such as bankruptcy, change of management, mergers and acquisitions could impact our business. If any of our major
clients becomes bankrupt or insolvent, we may lose some or all of our business from that client and our receivable from that
client would increase and may have to be written off, impacting our income and financial condition.

5. Majority of our domestic sales for the last 3 years and stub period is dependent majorly on Top 2 States. Any loss of business
from may adversely affect our revenues and profitability.

Our domestic Sales are dependent on the Top 2 States including Maharashtra and Karnataka. We generate almost i.e 73.52%,
87.06%, 85.71% and 88.63% of the Total Domestic Sales generated for the period ended September 30, 2023 and the Fiscals
2023, 2022 and 2021 respectively. Such concentration of revenue in only two states may have an adverse effect. Further,
drastic change in Taxes and other levies imposed by State Government as well as other financial policies and regulations,
Political and deregulation policies, if changed, could harm business and economic conditions. However, the composition and
revenue generated from various states might change as we continue to add new customers in the different parts of India. For
Further information, refer Geographical wise distribution of our revenue bifurcated on page no. 171 of the Red Herring
Prospectus.

6. Our business is completely dependent on our ability to customize our software products as per requirements of the customer
based on latest technology and statutory requirements. If we are not able to update our existing products in response to
evolving industry requirements, our operating results may be negatively affected.

Changing customer needs, evolving standards in software development and constant changes in Government and RBI policies
for BFSI sector, digitization in software market compels us to continually respond to the industry requirement. Our success
depends upon our ability to anticipate, design, develop, test, market and support new software products and enhancements
of current products in response to evolving industry requirements.

To effectively meet customer demand, it is important that we continue to enhance our products offerings. We are committed
to ongoing investment in software product development and exploring related opportunity. The markets for our offerings
are rapidly evolving with the changing regulatory compliances for the BFSI sector due to which the level of acceptance of such
products is not certain. If we are unable enhance our product offerings with updated industry regulatory requirements and
support services in a timely manner or position and price our products to meet demand including in response to new industry
standards, customers may not purchase our software products or renew software support. Renewals of these contracts are
important to the growth of our business. If the markets for our software solutions do not grow, grow at a slower than
expected, or face competition, it could impact our business. Consequently, we might face challenges in effectively promoting
our current software solutions, creating and successfully introducing new software solutions and improvements to existing
 ones, ensuring timely customer implementations.

7. Non-availability of secretarial records of the company filed with ROC since incorporation and non-updating of recent records
at MCA

Since the company was incorporated in 1993, it is not possible to trace all secretarial records since incorporation. We are
unable to trace copies of certain records. Below mentioned are the details of secretarial records which are not traceable since
incorporation:
Details of increase in Authorized Share Capital:

Since December 15, 1998, the authorized share capital of our Company has been altered in the manner set forth below:

S. No. Date No. of Face Value Cumulative Cumulative Authorised Whether

Equity (in₹) No. of Shares Share Capital (in ₹) AGM/EGM
Shares
1. On Inception* [•] [•] [•] [•] N.A.
2. [•]* [•] 10 2,00,000 20,00,000 [•]
3. 14/03/2005* 3,00,000 10 5,00,000 50,00,000 EGM
*Note:
 We are not able to trace the MOA and other related documents for the time of inception of the company.
 The form filled with ROC for the increase in authorised share capital is not available with the company, thus the detail, w.r.t
change in authorized share capital and exact date of meeting cannot be traced.

History of Equity Share Capital of our Company

Note Date of No. of Face Issue Nature of Nature of Cumulati ve Cumulative Cumulative
Allotment Equity value Pric e consideration Allotment number of Equity Paid - Securities
Shares Equity Shares up Capital premium (Rs.)
allotted (Rs.) (Rs.) (Rs.)
On 50 10 10 Cash Subscription 50 500 -
Incorporation* to MOA
1.
2. 23/12/1998* 20 10 10 Cash Further Issue 70 700 -

3. 31/03/1999* 38,202 10 10 Cash Further Issue 38,272 3,82,720 -

4. 31/03/2001* 13,641 10 10 Cash Further Issue 51,913 5,19,130 -

5. 31/03/2003* 1,02,800 10 10 Cash Further Issue 1,54,713 15,47,130 -

6. 03/04/2003* 45,000 10 10 Cash Further Issue 1,99,713 19,97,130 -

7. 30/03/2005* 53,925 10 10 Cash Further Issue 2,53,638 25,36,380 -

8. 15/07/2005* 64,700 10 10 Cash Further Issue 3,18,338 31,83,380 -

9. 31/03/2011* 1,60,535 10 10 Cash Further Issue 4,78,873 47,88,730 -

10. 31/03/2012* 9,46,459 10 Nil Other than Bonus Issue 14,25,332 1,42,53,320 -
cash
*We are unable to trace the complete documents of the board resolutions, shareholders resolution and relevant forms filled
with ROC for the allotment of shares and therefore details mentioned above are extracted from available minutes, share
certificates and shareholder register maintained by the company.
 We cannot assure you that the filings were made. Although we have received the search report from PCS Firm i.e Kaustubh
Moghe and Associates having certificate of practice no. 12486 dated January 25, 2024 for ascertainment of information and
reconciliation of secretarial data and records of the company.

8. Our Restated Financial Statements are Prepared and Signed by the Peer Review Chartered Accountants who is not Statutory
Auditors of our Company.

The Restated Financial Statements have been provided by Peer Reviewed Chartered Accountants M/s Abhijit Kelkar and
Company having peer reviewed registration no. 012301 who is not Statutory Auditor of our Company. The Restated Financial
Statements of our Company for the period ended September 30,2023 and for the financial years ended March 31 2023, March
31 2022 and March 31, 2021 has been provided by a Peer Reviewed Chartered Accountant who is not Statutory Auditor of our
Company. Our Statutory Auditor does not hold peer review certificate.

9. Our revenues are dependent on clients concentrated in the BFSI segment. An economic slowdown or factors affecting this
segment may have an adverse effect on our business, financial condition and results of operations.

We provide Core Banking Software, IT Solutions, ERP Implementation and Customized Software Solutions Development, SAP
B1 and Offshore IT services to BFSI industry. Our revenues are dependent on clients concentrated in the BFSI industry. The
performance of the BFSI industry depends on macroeconomic factors, and any downturn in the global economy could
negatively affect our business, financial condition and results of operations. Further, due to the concentration of our clients
in the BFSI sector, the success of our business also depends on our ability to innovate and develop relevant skills and
capabilities to address the rapid technological developments in the BFSI sector and integrating new technologies in our
products. Additionally, we may be vulnerable to shifts in laws, global trade, tariffs, duties and economic policies and outlook.

10. Our company yet to place orders for Rs. 430.32 of the hardware, server, Microsoft license, Antivirus, computer, Networking
accessories, UPS, Generator and Legal software to support the product development work and for our proposed facility at
Mihan SEZ, Nagpur. Any delay in placing orders or procurement of such hardware or Microsoft license may delay the
schedule of implementation and possibly increase the cost of commencing operations.

Our Company has received third party quotations for the cost of Hardware, server, Microsoft license, computer, networking
accessories, UPS, Generator and legal software to support the product development work and for our proposed facility at
Mihan SEZ, Nagpur. Although, we have identified the servers, computers, Microsoft licenses proposed to be purchased from
Net Proceeds and Internal accruals company. We propose to utilize Rs. 486.57 Lakhs in the procurement of Hardware from
Net Proceeds and Internal accruals company. Out of that Rs. 186.57 Lakhs will be funded from internal accruals, of which Rs.
56.25 Lakhs has been already deployed from internal accruals as of December 31, 2023. We are yet to place orders for 100.00%
of the total proposed servers, computers, Microsoft licenses amounting to approximately Rs. 430.32 lakhs. The amount spent
by the company is only 11.56% of the total amount to be spent on the hardware procurement for the proposed expansion of
the company. For details, please refer to the chapter titled “Objects of the Issue” on page 81 of this Red Herring Prospectus.

The projected capital expenditure is based on the quotations received from external vendors and such quotations are subject
to change due to various factors such as, change in supplier of hardware, change in the government regulation and policies,
change in management’s view of desirability of the current plans, possible cost overruns, etc. The company cannot guarantee
that we will be able to procure the servers, computers, Microsoft licenses in a timely manner and at the same price at which
the quotations have been received. Delay in procurement of the same can cause time and cost overrun in the implementation
and can also compel us to buy such hardware at a higher price, thus causing the budgeted cost to vary. Subsequently, such
delay in the procurement process could materially affect our business, financial condition, results of operations and overall
prospects.

11. We have not applied for registration of brand names “MicroFinS”, “SoftGST”, “TrustLOS” and “TrustFAB”, our company may
be unable to adequately protect our intellectual property. Furthermore, we may be subject to claims alleging breach of
third-party intellectual property rights.

Our company has not applied for the registration of brand name “MicroFinS”, “SoftGST”, “TrustLOS” and “TrustFAB” under
the provisions of the Trademarks Act, 1999. There can be no assurance that we will be able to register our tradename in future
or that, third parties will not infringe our intellectual property, causing damage to our business prospects, reputation and
goodwill. Further, we cannot assure you that any application for registration of our brand name in future by our Company will
 be made to the relevant authorities and even if such applications are made, there is no assurance that they will be approved
by the relevant authorities.

12. If we fail to attract and retain highly skilled IT professionals, our promoters, directors and senior management we may not
have the necessary resources to properly staff projects and failure to successfully compete for such IT professionals could
adversely affect our business, financial condition and results of operations.

Our success depends largely on the work of our IT professionals, our promoters, directors and senior management, our ability
to attract and retain qualified IT professionals. We may face high attrition rates in the future. A significant increase in the
attrition rate among skilled IT professionals with specialised skills could decrease our operating efficiency and productivity
and could lead to a decline in demand for our software products. The competition for highly-skilled IT professionals may
require us to increase salaries, and we may be unable to pass on these increased costs to our customers. This would increase
our operational costs which may adversely affect our business, results of operations and financial condition.

We incur various employee benefits expense, including salaries and bonus, contribution to provident and other funds and
staff welfare expenses. For the period ended September 30, 2023 and financial years ended March 31, 2023, March 31, 2022
and March 31, 2021, our employee benefits expense accounted to ₹598.09 Lakhs, ₹1055.48 Lakhs, ₹861.04 Lakhs and ₹845.21
Lakhs, respectively, representing for 65.69%, 61.04%, 53.10% and 39.79%, respectively, of our total expense for the respective
year/period. For further details, kindly refer section titled “Restated Financial Statements” beginning on page 223 of this Red
Herring Prospectus. However, as on date, our company has high retention ratio for our highly skilled professionals, promoters,
directors and senior management.

13. The nature of our software product exposes us to a range of risks, including conflicting legal and regulatory requirements.
Non-compliance of which may negatively impact our business and operational outcomes.

We have our operations in countries outside India also, such as California USA, Gambia, Ghana, West Africa, South Africa, East
Africa, Russia, Central African Republic. As we continue to expand internationally, we are subject to compliance of numerous
laws and regulations in these countries. For the period ended September 30, 2023, and for the Fiscal year 2023, 2022 and
2021 are ₹430.14 Lakhs, ₹212.02 Lakhs, ₹136.66 Lakhs and ₹178.38 Lakhs which accounts for 22.85%, 9.40%, 7.75% and 7.45%
of our revenue from operations as per Restated Financial Statements, respectively, was derived from sales outside of India.

Non-compliance with these regulations in the conduct of our business could result in termination of client contracts, fines,
penalties and may have an adverse impact on our reputation. Numerous nations aim to govern the activities of companies
beyond their own borders, exposing us to several, at times conflicting, legal frameworks alongside the regulations in our home
country. 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. In addition, changes in regulations could increase our costs and could
potentially prevent us from delivering our software products and solutions in a cost-efficient manner.

14. There are certain discrepancies and non-compliances noticed in some of our corporate records relating to forms filed with
the Registrar of Companies, taxation authorities and other public authorities.

There are certain discrepancies and non-compliances noticed in some of our corporate records relating to forms filed with the
Registrar of Companies, taxation authorities and other public authorities. In the past, there have been some instances of delays
in filing statutory forms with the RoC which includes the annual filling forms AOC-4, MGT-7 with the additional fees. Also, we
have delayed in filing delay in the payment of Employee Provident Fund, GST with the concerned offices on several instances
and have accordingly been subjected to penalty and charged with interest for delayed deposit of tax on various instances as
well.

The details of delayed GST filings and EFP have been encapsulated as under:

Employee Provident Fund

Financial Year Month Due Date Date of Credit No of Delay Reason
2021-22 May-21 15-06-2021 19-06-2021 -4 Website error
Jun-21 15-07-2021 18-07-2021 -3

Delay GST – 3B
Financial Month Return Due Date Actual date of Delay Days Reason
 Year Type Filling
2020-21 Apr-20 GSTR 3B 20-05-2020 24-06-2020 -35 Covid-19 Period,
May-20 GSTR 3B 20-06-2020 24-06-2020 -4 Extension has been
2021-22 Apr-21 GSTR 3B 20-05-2021 04-06-2021 -15 granted
May-21 GSTR 3B 20-06-2021 05-07-2021 -15
Sep-21 GSTR 3B 20-10-2021 22-10-2021 -2
2022-23 Jun-22 GSTR 3B 20-07-2022 21-07-2022 -1
Feb-23 GSTR 3B 20-03-2023 24-03-2023 -4

Delay GSTR - 9
Financial Year Return Type Due Date Actual date of Delay Reason
Filling Days
2021-22 GSTR -9 31-12-2022 30-06-2023 -181 Covid-19 Period,
Extension has been
granted

Delay GSTR – 1
Financial Month Return Due Date Actual date of Delay Reason
Year Type Filling Days
2021-22 Apr-21 GSTR -1 11-05-2021 03-06-2021 -23 Covid-19 Period,
Extension has been
May-21 GSTR -1 11-06-2021 28-06-2021 -17 granted
Jun-21 GSTR -1 11-07-2021 12-07-2021 -1
Sep-21 GSTR -1 11-10-2021 12-10-2021 -1

Further with the expansion of our operations there can be no assurance that deficiencies in our internal controls and
compliances will not arise, 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, in a timely manner or at all.

15. We have relied on certain suppliers for our operations. Furthermore, we have not entered into any long-term agreement or
contract with the suppliers. The potential loss of any one or more of our major suppliers would have a material effect on our
business operations and profitability.

We are dependent on very limited number of suppliers for our business operations and the success of our business is accordingly
significantly dependent on us maintaining good relationships with our suppliers. The following table represent the contribution
of our top 5 Suppliers in term of amount during the last 3 years and for the period ended on September 30, 2023 are as follows:

Fiscal Year Contribution of Top 5 Suppliers % of the Total Contribution of Suppliers*

in the year (Rs. In Lakhs)
For stub period i.e. September 30, 2023 178.88 100.00%
Financial Year 2023 421.1 96.66%
Financial Year 2022 348.57 93.77%
Financial Year 2021 462.64 80.52%
*The % has been derived by dividing the contribution of Top 5 suppliers with the total contribution of our suppliers in cost of
material consumed in relevant years as mentioned in the Restated Financials of the company.

Since we have no formal arrangements with our suppliers, they are not contractually obligated to continue their relation with
us. The loss of a significant supplier would have a material effect on our business operations. We cannot assure you that we can
maintain the historical levels of business from these suppliers or that we will be able to replace these suppliers in case we lose
any of them. Furthermore, major events affecting our suppliers such as bankruptcy, change of management, mergers and
acquisitions could impact our business operations. If any of our major supplier becomes bankrupt or insolvent, we may lose
some or all of our business operations from that suppliers which ultimately can affect our business operations and profitability.

16. Risk of Attrition Rates Variability and Its Impact on Operations and Revenue
 Over the past three years, our company has experienced a decline in attrition rates: 24.53% in 2021, 16.85% in 2022, and 12.43%
in 2023. Also, the same has been mention in the below table: -

Attrition Rate
Particulars F.Y 2021 F.Y 2022 F.Y 2023
No. of Employees at start of 165 162 194
No. of Employees Joined 37 62 39
No. of Employees Left 40 30 25
No. of Employees at the End 162 194 208
Average No. of Employees 163 178 201
Attrition Rate % 24.53 16.85 12.43

This consistent decrease is positive for our operations and overall business. However, it's important to note that predicting
future attrition rates comes with uncertainties. While the current trend is favorable, there's no guarantee it will continue. In
the Future, if the attrition rate increases significantly can have a substantial impact on our business, operations, and revenue.
Therefore, it's crucial for the company to monitor and address factors influencing attrition to ensure the stability and growth of
our organization.

17. Our international operations expose us to complex management, legal, tax and economic risks, which could adversely affect
our business, results of operations and financial condition.

We have a global presence and our products are exported to more than 10 countries. As a result, our business is subject to
risks and challenges associated with international operations, including risks related to complying with several local laws,
restrictions on the import and export of certain intermediates, technologies, multiple tax and cost structures, cultural and
language factors. Further, regulatory requirements are still evolving in many markets and are subject to change and as a result
may, at times, be unclear or inconsistent. We could also face other internal or external risks, including, inter alia, foreign
exchange and economic volatility, any need to obtain governmental approvals and permits under unfamiliar regulatory
regimes, restrictions on the transfer of funds into or out of a country, longer payment cycles in some countries and inability to
maintain or enforce legal rights and remedies and at a reasonable cost or at all. If we do not effectively manage our
international operations, it may affect our profitability from such countries, which may affect our business, results of operations
and financial condition.

18. We are expose to competition from onshore and offshore CBS & ERP providers, our inability to compete successfully against
competitors, pricing pressures or loss of market share could materially adversely affect our business, financial condition
and results of operations.

The market in which we serve is highly competitive, and we expect competition to sustain in the market. We believe that the
principal competitive factors in our markets are reputation and track record, industry expertise, breadth and depth of
software solutions offerings, language, marketing and selling skills, scalability of infrastructure, ability to address customers’
timing requirements and price, ability to adapt development as per regulatory changes in policies. We face competition from
offshore CBS & ERP providers with low wage costs or with a more favourable time zone for US customers. Customers may
prefer IT services providers that have more locations or that are based in countries more cost-competitive or in a more
favourable time zone than India.

Our ability to compete successfully also depends in part on a number of factors beyond our control, including the ability of
our competitors to recruit and retain highly-skilled IT professionals, the price at which our competitors offer comparable
services and our competitors’ responsiveness to customer needs. Some of our present and potential competitors may have
substantially greater financial, marketing or technical resources. If our competitors develop and implement methodologies
that yield greater efficiency and productivity, they may be able to offer similar services at lower prices than we do without
adversely affecting their profit margins. Our current and potential competitors may also be able to respond more quickly to
new technologies or processes and changes in customer demands; may be able to devote greater resources towards the
development, promotion and sale of their services than we can; and may also make strategic acquisitions or establish
cooperative relationships among themselves or with third parties that increase their ability to address the needs of our
customers.
 Therefore, we cannot assure you that we will be able to retain our customers while competing against such competitors.
Increased competition, our inability to compete successfully, pricing pressures or loss of market share could have a material
effect on our business, financial condition and results of operations.

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

The Process of developing core Banking Software, Customized software solutions development is a costly, time- consuming
and complex process and this software development process requires significant investments and the returns on these
investments often take a considerable amount of time to materialize. We are committed to ongoing investment in software
product development and exploring related opportunity. Investment in new technology and processes are speculative in
nature, as commercial success depends on many factors like degree of innovation of the software products developed,
effective distribution and marketing. Such expenditure may adversely affect our operating results if they are not offset by
timely revenue increases. We must continue to dedicate a significant number of resources to our research and development
efforts in order to maintain our competitive position. However, significant revenues from new software product investments
may not be achieved for a number of years, or at all. Moreover, new software products may not be profitable, and even if
they are profitable, operating margins for new software products may not be in line with the margins we have experienced
for our existing software products.

20. Our Company and Promoters is involved in certain legal proceeding(s) and potential litigations. Any adverse decision in such
proceeding(s) may render them liable to liabilities/penalties.

Our Company and Promoters are involved in legal proceedings which are pending at different levels of adjudication authorities.
We cannot provide assurance that these legal proceedings will be decided in the favour of our company or director. A
classification of these legal and other proceedings are as follows:
A summary of pending legal proceedings and other material litigations is provided below:

Name By/Against Civil Criminal Tax Proceedings & GST Actions by Other Amount
Proceedings Proceedings Demands/Proceedings regulatory Pending Involved
authorities Litigations (in lakhs)
By - - - - - -
Company
Against - - 4 - - 92.25
By - - - - - -
Promoter
Against - - 3 - - 1.97
Promoter Group By - - - - - -

Against - - - - - -

Group By - - - - - -
Companies/Entities Against - - - - - -
Directors other than By - - - - - -
promoters Against - - - - - -

For Further details refer chapter “Outstanding Litigations & Material Developments” beginning on page 268 of this Red
Herring Prospectus.

21. If we fail to provide timely and effective client support, it could materially impact our relationships with our clients.

On timely basis, our clients require our support teams to assist them in using our software solutions effectively, to resolve any
issues after using solutions and in providing ongoing support. If we don't allocate enough resources or are not successful in
assisting clients promptly, it could impact our ability to retain existing clients and discourage potential clients from adopting
our software. We may be unable to respond quickly enough to accommodate short-term increases in demand for client
support. Increased demand without corresponding revenue may raise costs and harm our reputation, business, and financial
condition. Failing to maintain high-quality client support. While we have not yet experienced any failures or client losses due
to inadequate support or resource allocation.
22. One of our objects of the Offer is to augment its business development, sales & marketing and other related expenses for
the company. The expenditure proposed to be incurred is subject to external factors and uncertainty of the outcome of such
expenditure.

In our pursuit to tap growth opportunities and enhance our presence Globally i.e In Canada, North America, South America
and Domestically i.e Metropolitan Cities like Mumbai, Delhi, Bengaluru, Chennai, Kolkata and States like Maharashtra,
Karnataka, Gujrat, Telangana, we propose to invest Rs. 902.60 Lakhs out of the Net Proceeds for business development, sales
& marketing and other related expenses for the company’s future growth. For details, see “Objects of the Offer – Object 4 i.e
To meet out the Global & Domestic Business Development, Sales and Marketing expenses for the company on page 107.

However, currently we have a limited direct presence in the United States of America and have a limited operating history
therein. Pursuant to the expenditure for augmenting business development, sales, marketing and other related costs, which
may evolve from time to time depending on external factors such as increased demand for our solutions in the United States
of America, increase in taxes, exchange rates, attrition rates, rate of escalation, availability of technical staff, etc. Expenditure
for business development, sales and marketing may be disproportionate to the revenue generated or customers acquired or
retained. If consumer conversion rates may not commensurate with our expenditure in this regard, our expenditure may be
disproportionate to our returns on such investments.

We propose to augment business development, sales & marketing strategy is designed to cater to the growing demand for
innovative software solutions to BFSI organizations in India. We prioritize customer-centric approaches, focusing on building
strong relationships, understanding client needs, and delivering solutions that provide tangible value. This approach includes:
Market Segmentation: This segmentation allows us to tailor our offerings to meet the specific needs of different customer
groups. Various BFSI Segments catered by us including Urban Co-operative Banks, District Co-operative Banks, Co-operative
Societies (Urban Societies, Multi-state), Micro-Finance Institutions, NBFC and Territory / States Segmentation: Targeting major
areas have classified the territory into: Metropolitan Cities like Mumbai, Delhi, Bengaluru, Chennai, Kolkata and States like
Maharashtra, Karnataka, Gujrat, Telangana. For Global Sales and Marketing Expenditure,

For Global Sales and Marketing Expenditure, we intend to expand our capabilities in multiple countries including Canada, North
America, South America. We have analysed present Banking technology / fintech use in USA, Canada and South American
countries. Considering our product maturity of TrustBankCBS (in terms of technology, features) and Market Size, we are
planning to employ full time two Marketing Manager and one head who will take charge of both Marketing Managers and
deliver marketing of US operations.
Although, the modes of undertaking expenditure towards the proposed object have been identified, the outcome of the same
is highly dependent upon the customer sentiment, acceptance and competitiveness of our digital products, ability to hire and
retain skilled and technical staff and the effectiveness of our growth strategy to penetrate the overseas market. Therefore,
the outcome of the proposed expenditure is not ascertainable or quantifiable at this stage. For details, see “Objects of the
Offer” at page 81.

23. We may face several risks associated with the proposed expansion of our development facility at Mihan SEZ,
Nagpur, which could hamper our growth, prospects, cash flows and business and financial condition.

We intend to utilize the Net Proceeds of this Issue for development of a new facility at Mihan SEZ, Nagpur to increase our
ability to accommodate additional personnel and create additional space for our business as per the proposed schedule of
implementation. For further details, please refer to the chapter titled “Object of the Issue”– at page 81 of this Red Herring
Prospectus.

However, during the development of facility, instalment of fit outs and interior design works at the Proposed Unit, we
anticipate potential challenges, such as cost overruns and delays. These challenges may arise from various factors, including
financial conditions, shifts in business strategy, market conditions, competition, design changes, rising input costs, taxes, and
external factors beyond our control. Any Delays in expanding our development facilities could lead to revenue loss for our
company, and unforeseen events like technical issues, disputes, and cost escalations could further impact our expansion plans.
Further, Budgeted costs may prove insufficient due to factors like cost escalation, potentially requiring additional capital,
which may not be readily available on favorable terms. The successful completion of the expansion is essential, as any delay
could negatively affect our growth, prospects, cash flows, and financial condition.

24. Our business relies heavily on technology, and any disruptions or failures in our technology systems could have a major
impact on our operations.
 We believe that our technological capabilities play a key role in helping us effectively manage our operations, maintain
operational and fiscal controls, and support our efforts to enhance client service levels. The smooth and uninterrupted
functioning of our technology infrastructure is vital to our business success. Effectively implementing, maintaining, and
upgrading our technology systems is crucial to avoid negative consequences such as client loss and decreased operational
efficiency. As our operations continue to expand, it is imperative that our technology systems can handle the growing demand
and safeguard against potential disruptions. Failing to address these concerns adequately could impede our growth and
overall business success.

25. Any customer dispute regarding our performance or workmanship may amount in delay or withholding of payment to us.

Our Company provides banking software such as Core banking software, loan origination systems along with other ancillary
solutions to our customer according to their requirement. In case, our services do not fulfill the requirements of our customer
which may leads to dissatisfaction and further consequence including customer dispute regarding our performance or
workmanship and the customer may delay or withhold payment to us, which may result in affecting our business. Instances
that may led to payment delays include inconsistent legacy data migration affecting various reports, customer approval
requirements for corrected reports that don't match previously submitted manual reports, challenges in obtaining adequate
data for CKYC norms compliance, reliance on non-standard internal reports from legacy systems, and process changes due to
software upgrades. However no material past instance has been faced by the company till date.

26. If we do not successfully develop or commercialise new products in a timely manner, or if the products that we
commercialise do not perform as expected, our business, results of operations and financial condition may be adversely
affected.

Our success depends significantly on our ability to develop and commercialise new products in a timely manner. The
development and commercialisation processes are both time consuming and costly and involve a high degree of business risk.
During these periods, our competitors may be developing similar products of which we may be unaware of that could compete
directly or indirectly with our products under development. Due to the prolonged period of time for developing a new product
and delays associated with regulatory approval process, we may invest resources in developing products that will face
competition of which we are currently unaware. Such unforeseen competition may hinder our ability to effectively plan the
timing of our product development, which could have an adverse impact on our results of operations and financial condition.

Additionally, our company plans to further develop the existing product and looking further to enhance its capabilities by
adding more functionalities in existing CBS, Loan Origination Solution, GST Software and Back-office module. However, there
is no guarantee that this product development, when fully developed and tested, will meet our performance expectations.
Furthermore, it may take a considerable amount of time for these new products to gain market acceptance, if they do so at
all.

27. We may be exposed to the risk of delays or non-payment by our clients and other counterparties, which may also affect our
cash flows and business.

We may be exposed to counterparty credit risk during the normal course of our business relationship with customers or other
partners, who may delay or fail to make payments or meet contractual obligations. The financial status of our customers,
business partners, and other partners may be affected by their business, which may be affected by a number of factors,
including general economic conditions. We cannot assure you of the continued viability of our partners or that we will
accurately assess their reliability. We also cannot guarantee that we will be able to collect all or part of past due payments.
Any serious non-payment or non-performance by our customers, business partners, suppliers or other partners can affect the
financial condition, results of operations and cash flows.

28. We have certain contingent liabilities and our financial condition and profitability may be adversely affected if any of these
contingent liabilities materialize.

As of September 30, 2023, our contingent liabilities and commitments as disclosed in the notes to our Restated Financial
Information aggregated to ₹ 45.30 Lakhs. The details of our contingent liabilities are as follows:

As per the Restated financial statements of the Company, following are the contingent liabilities: -
(In Lakhs)
 Nature of Borrowing Amount as on Amount as on March Amount as on March Amount as on March
Amount September 30, 2023 31, 2023 31, 2022 31, 2021
*Tax Litigation 45.30 - - -
(Excluding interest
calculated at actuals)
*The above litigation is related to GST for the tax period 01/07/2017 to 31/03/2018. The assesses has file appeal against such
notice.

In respect of the above matters, the expected outflow will be determined at the time of final resolution of dispute. For further
details of contingent liability, see the section titled ― “Financial Information- Restated Financial Information –- Note 35:
Contingent liabilities” on page 253 of this Red Herring Prospectus. Furthermore, there can be no assurance that we will not
incur similar or increased levels of contingent liabilities in the future.

29. If we are unable to attract new customers or our existing customers do not allocate a greater portion of their marketing
spend to us, our revenue growth will be adversely affected.

To sustain or increase our revenue, we must add new customers and encourage existing customers to allocate a greater
portion of their marketing spend to us. As our industry matures and competitors introduce lower cost or differentiated
products or services, our ability to sell our solution could be impaired. Even after a successful marketing campaign or series
of campaigns with an existing customer, we frequently must compete to win further business from that customer. We may
reach a point of saturation where we cannot continue to grow our revenue from existing customers because of, among other
things, internal limits that they may place on their advertising budgets for digital media, particular digital marketing
campaigns, Participating in Tenders. If we are unable to attract new customers or obtain new business from existing
customers, our revenue, growth and business will be adversely affected.

30. 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, which could result in regulatory sanctions and serious reputational or financial harm.
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 not been able to identify such
issues in the past, that have impaired our ability to attract and retain clients or have subjected us to significant legal liability
and reputational harm, however, in the future there could be, and may 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 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, no such instance in the past had
been occurred.

31. Our Promoters as well as Directors hold Equity Shares in our Company and are therefore interested in our company
performance in addition to their remuneration and reimbursement of expenses.

Our Promoters as well as Directors are interested in our Company, in addition to regular remuneration or benefits and
reimbursement of expenses, to the extent of their shareholding in our Company. We cannot assure you that our Promoters
or Directors will exercise their rights as shareholders to the benefit and best interest of our Company. Our Promoters or/and
will continue to exercise significant control over us, including being able to control the composition of our Board of Directors
and determine decisions requiring simple or special majority voting of shareholders, and our other shareholders may be
unable to affect the outcome of such voting. Our Promoters or/and Directors may take actions with respect to our business
which may conflict with the best interests of our Company or that of minority shareholders. For details on the interest of our
Promoters and Directors of our Company, other than reimbursement of expenses incurred or normal remuneration or
benefits, see the sections titled “Our Management” and “Our Promoters and Promoter Group” on pages 193 and 213
respectively of this Red Herring Prospectus.
32. We do not own the premises in which our branch office are located and the same are on lease arrangement. Any termination
of such lease/license and/or non-renewal thereof and attachment by Property Owner could adversely affect our operations.

We operate our business from the following Branch offices which is taken by our company on lease or rent basis.

Sr. Name of the Seller Tenure Consideration Area Purpose

Address of Premises
No.
Branch offices
1. 101, Navkar Avenue A2, Vandana Shashikant 3 Years w.e.f Rs. 75,000 P.M 167 Branch
Behind Axis Bank, Bavdhan, Garad March Square office
Pune- 411021 31,2021 Meters

2. 509 & 510 "E-Square", Mr. Vijay Sathaye 3 Years w.e.f Rs. 1,78,500 85.28 Sq. Branch
Subhash Road, Vile Parle, January 1, Meters office
Mumbai-400057 2024

Unless it is renewed, upon termination of the lease, we are required to return the premises of our branch office to the
Lessor/Licensor. There can be no assurance that the term of the agreements will be renewed on commercially acceptable
terms and in the event the Lessor/Licensor terminates or does not renew the agreements, we are required to vacate the said
premises where operational activities are carried out. In such a situation, we have to identify and take alternative premises
and enter into fresh lease or leave and license agreement at less favourable terms and conditions to shift our registered office
and operations. Such a situation could result in time overruns and may adversely affect our operations temporarily.

33. If we are unable to establish and maintain an effective internal controls and compliance system, our business and
reputation could be adversely affected.

We are responsible for establishing and maintaining adequate internal measures commensurate with the size and complexity
of operations. Our internal control functions make an evaluation of the adequacy and effectiveness of internal systems on an
ongoing basis so that our teams adhere to our policies, compliance requirements and internal guidelines. We periodically test
and update our internal processes and systems and there have been no past material instances of failure to maintain effective
internal controls and compliance system. However, we are exposed to operational risks arising from the potential inadequacy
or failure of internal processes or systems, and our actions may not be sufficient to ensure effective internal checks and
balances in all circumstances. We take reasonable steps to maintain appropriate procedures for compliance and disclosure
and to maintain effective internal controls. As risks evolve and develop, internal controls must be reviewed on an ongoing
basis. Maintaining such internal controls requires human diligence and compliance and is therefore subject to lapses in
judgment and failures that result from human error. Any lapses in judgment or failures can affect the accuracy of our financial
reporting, resulting in a loss of investor confidence and a decline in the price of our equity shares.

34. Our Promoters and members of the Promoter Group will continue jointly to retain majority control over our Company even
after the Issue which will allow them to determine the outcome of matters submitted to shareholders for approval.

Post this Issue, our Promoters and Promoter Group will collectively own 68.85% of our post issue equity share capital. As a
result, our Promoters, together with the members of the Promoter Group, will continue to exercise a significant degree of
influence over the Company and will be able to control the outcome of any proposal that can be approved by a majority
shareholder vote, including, the election of members to our Board, in accordance with the Companies Act, 2013 and our
Articles of Association. Such a concentration of ownership may also have the effect of delaying, preventing or deterring a
change in control of our Company. In addition, our Promoters will continue to have the ability to cause us to take actions that
are not in, or may conflict with, our interests or the interests of some or all of our creditors or other shareholders and we
cannot assure you that such actions will not have an adverse effect on our future financial performance or the price of our
Equity Shares.

35. Our Company has 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 related party transactions with our Promoters, Directors and Group Companies which are in compliance
with applicable provisions of the Companies Act, 2013 and all other applicable laws. Whilst these related party transactions
have been disclosed in our financial statements as per AS-18 and are in compliance with the relevant provisions of the
Companies Act, 2013, Accounting Standards, Ind GAAP and other applicable laws, and we believe that all such transactions
have been conducted on an arms-length basis.

Furthermore, in the future, we commit to conducting all related party transactions in compliance with the Companies Act and
applicable laws. However, we cannot assure you that we may not have achieved more favourable terms had such transactions
been entered into with unrelated parties. There can be no assurance that such transactions, individually or in the aggregate,
will not have an adverse effect on our business, prospects, results of operations and financial condition, including because of
potential conflicts of interest or otherwise. For further details kindly refer to the chapter titled ‘Financial Statements’ beginning
on page 253 of this Red Herring Prospectus.

36. Our business, financial condition and results of operations may be materially adversely affected by global health epidemics,
such as COVID-19 outbreak.

The COVID-19 pandemic may cause us to experience the challenges in our business in the future and could have other effects
on our business, including disrupting our ability to develop new offerings and enhance existing offerings, market, and sell our
products and conduct business activities generally. COVID-19 pandemic has disrupted and may continue to disrupt the
operations of our customers, that have been especially impacted by the pandemic. Other disruptions or potential disruptions
resulting from the COVID-19 pandemic include restrictions on our personnel to travel and access customers for training, delays
in product development efforts, and additional government requirements or other incremental mitigation efforts that may
further impact our business, financial condition, and results of operations. The extent to which the COVID-19 pandemic
continues to impact our business and results of operations will also depend on future developments that are highly uncertain
and cannot be predicted, including new information which may emerge concerning the severity of the disease, the duration
and spread of the outbreak. The impact on businesses and financial and capital markets and the extent and effectiveness of
the development and distribution of vaccines and other actions taken throughout the world to contain the virus or treat its
impact.

Consequent risks related to the occurrence of COVID-19 that may impact us in future are:
 Restrictions on travel, marketing events and in-person client meetings may result in sub-optimal branding and delays in
our sales and commercial processes, affecting our revenue;
 Members of our management team and employees could contract COVID-19 and may be required to quarantine or be
hospitalised;
 Clients may invoke contractual clauses and/or levy penalties if we are unable to meet project quality, productivity and
schedule service level agreements due to our employees working remotely;
 Uncertainty as to what conditions must be satisfied before the government authorities completely lift ‘stay-at-home’
orders, across various states in India;
 Our profitability may be negatively impacted if we are unable to eliminate fixed or committed costs in line with reduced
demand. Additionally, any sudden change in demand may impact utilization in short term thereby impacting margins;
 Our ability to procure services may be impacted as some of our vendors may not able to operate efficiently during a
lockdown; and
 Our exposure to cyber security and data privacy breach incidents may increase due to a large number of employees
working remotely. This in turn can hinder our ability to continue services and/or operations, impacting revenue,
profitability and reputation.

Further, our ability to ensure the safety of our workforce and continuity of operations while confirming with measures
implemented by the central and state governments in relation to the health and safety of our employees may result in
increased costs. In the event a member or members of our management team contract(s) COVID-19, our operations may be
potentially affected. Risks arising on account of COVID-19 can also threaten the safe operation of our offices and impact the
well-being of our employees.

37. Our insurance coverage may not be adequate to protect us against certain operating hazards and this may have a material
adverse effect on our business.
 We are insured for a number of the risks associated with our several businesses, such as insurance cover against loss or
damage by fire, earthquake, theft and robbery and taken fidelity insurance. We believe we have got our assets and employees
adequately insured; however, there can be no assurance that any claim under the insurance policies maintained by us will be
honoured fully, in part or on time, to cover all material losses. To the extent that we suffer any loss or damage that is not
covered by insurance or exceeds our insurance coverage, our business and results of operations could be adversely affected.

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

During the last one year we have issued Equity Shares at a price that is lower than the Issue Price as detailed in the following
table:
Date of No. of Equity Face Value Issue Price Nature of Nature of
allotment Shares allotted Consideration allotment
24/01/2024 1,14,06,707 10 Nil Other than Cash Bonus Issue
25/01/2024 9,51,625 10 57 Cash Preferential Issue

For details of the Allottees, please refer “Capital Structure” on page 63 of this Red Herring Prospectus.

39. The average cost of acquisition of Equity Shares by our Promoters could be lower than the issue price.

Our Promoters’ average cost of acquisition of Equity Shares in our Company is lower than the Issue Price of the shares
proposed to be offered though this Red Herring Prospectus.

The average cost of acquisition per Equity Share to our Promoters as at the date of this Red Herring Prospectus is:

Name of the Promoter No. of Shares held* Average cost of Acquisition (in₹)
Hemant Padmanabh Chafale 1,12,63,852 0.42
Sanjay Padmanabh Chafale 21,12,012 0.31
Heramb Ramkrishna Damle 11,44,304 0.31
Anand Shanker Kane 9,59,577 18.57
Mandar Kishor Deo 8,31,747 0.31
* Only the shares acquired are considered.

40. Our Promoters have interest in our Company, other than reimbursement of expenses incurred or remuneration.

Our Promoters can be deemed to be interested to the extent of the Equity shares held by them, or their relatives, dividend
entitlements, or loans advances and personal guarantee provided by them for the Company, and benefits deriving from the
directorship in our Company. Our Promoters are interested in the transaction entered into our Company to the extent of their
shareholding in the company. For further information, please refer to the chapters titled, “Our Business”, “Our Promoter and
Promoter Group” and Related Party Transactions under Financial Statement of our Company” beginning on pages 139, 213,
and 253 respectively.

41. There may be potential conflicts of interest if our Promoters or Directors get involved in any business activities that compete
with or are in the same line of activity as our business operations.

At present none of our Promoter are engaged in any other business having object similar to the line of business of our
Company. However, there can be no assurance that our Promoter or members of the Promoter Group will not compete with
our existing business or any future business that we may undertake or that their interests will not conflict with ours. Any such
future conflicts could have a material adverse effect on our reputation, business, results of operations and financial condition
which may adversely affect our profitability and results of operations.

42. We have not made any dividend payments in the past and our ability to pay dividends in the future will depend upon future
earnings, financial condition, cash flows, working capital requirements, capital expenditures and restrictive covenants in
our financing arrangements.
 In the past, we have not made dividend payments to the shareholders of our Company. The amount of our future dividend
payments, if any, will depend upon various factors including our future earnings, financial condition, cash flows and
requirement to fund operations and expansion of the business. There can be no assurance that we will be able to declare
dividends. Any future determination as to the declaration and payment of dividends will be at the discretion of our Board of
Directors. For further details, please refer “Dividend Policy” on page 222 of this Red Herring Prospectus.

43. We require certain approvals, licenses, registrations and permits to operate our business, and failure to obtain or renew
them in a timely manner or maintain the statutory and regulatory permits and approvals required to operate our business
may adversely affect our operations and financial conditions.

We require certain statutory and regulatory permits, licenses and approvals to operate our business. There is one certificate
for which we have applied, however, we haven’t received the certificate viz. registration of contract labor. Further, some of
these approvals are granted for fixed periods of time and need renewal from time to time. We are required to renew such
permits, licenses and approvals. 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. Moreover, there are few requisite government approvals and certificates will apply for the expansion of business
which may vary according to the need of industry. There can be no assurance that the relevant authorities will issue these
approvals or licenses in a timely manner, or at all. In the event of any unanticipated delay in receipt of such approvals, the
proposed capacity expansion plan may extend and any such delay could have an adverse impact on our growth, prospects,
cash flows and financial condition. For details regarding pending approvals, please refer to section titled “Government and
Other Approvals” beginning on page 276 of this Red Herring Prospectus.

44. There is no monitoring agency appointed by Our Company to monitor the utilization of the Issue proceeds.

As per SEBI (ICDR) Regulations, 2018, as amended, appointment of monitoring agency is required only for Issue size above ₹
10,000.00 Lakhs. Hence, we have not appointed any monitoring agency to monitor the utilization of Issue proceeds. However,
the audit committee of our Board will monitor the utilization of Issue proceeds in terms of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. However, the audit committee of the company shall monitor utilisation of issue
proceeds at regular intervals. Further, our Company shall inform about material deviations in the utilization of Issue proceeds
to the stock exchange and shall also simultaneously make the material deviations / adverse comments of the audit committee
public.

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

Prior to this Issue, there has been no public market for our Equity Shares. [●] is acting as Market Maker for the Equity Shares
of our Company. However, the trading price of our Equity Shares may fluctuate after this Issue due to a variety of factors,
including our results of operations and the performance of our business, competitive conditions, general economic, political
and social factors, the performance of the Indian and global economy and significant developments in India’s fiscal regime,
volatility in the Indian and global securities market, performance of our competitors, the Indian Capital Markets, changes in
the estimates of our performance or recommendations by financial analysts and announcements by us or others regarding
contracts, acquisitions, strategic partnerships, joint ventures, or capital commitments. In addition, if the stock markets
experience a loss of investor confidence, the trading price of our Equity Shares could decline for reasons unrelated to our
business, financial condition or operating results. The trading price of our Equity Shares might also decline in reaction to
events that affect other companies in our industry even if these events do not directly affect us. Each of these factors, among
others, could materially affect the price of our Equity Shares. Any instance of disinvestments of equity shares by our Promoters
or by other significant shareholder(s) may significantly affect the trading price of our Equity Shares. Further, our market price
may also be adversely affected even if there is a perception or belief that such sales of Equity Shares might occur. There can
be no assurance that an active trading market for our Equity Shares will develop or be sustained after this Issue, or that the
price at which our Equity Shares are initially offered will correspond to the prices at which they will trade in the market
subsequent to this Issue. For further details of the obligations and limitations of Market Maker, please refer to the section
titled ―General Information – Details of the Market Making Arrangement, for this Issue beginning on page 60.

46. The Objects of the Issue for which funds are being raised, are based on our management estimates and any bank or financial
institution or any independent agency has not appraised the same. The deployment of funds in the project is entirely at our
discretion, based on the parameters as mentioned in the chapter titles “Objects of the Issue”.
 The fund requirement and deployment, as mentioned in the “Objects of the Issue” on page 81 of this Red Herring Prospectus
is based on the estimates of our management and has not been appraised by any bank or financial institution or any other
independent agency. These fund requirements are based on our current business plan. We cannot assure that the current
business plan will be implemented in its entirety or at all. In view of the highly competitive and dynamic nature of our business,
we may have to revise our business plan from time to time and consequently these fund requirements. The deployment of
the funds as stated under chapter “Objects of the Issue” is at the discretion of our Board of Directors and is not subject to
monitoring by any external independent agency. Further, we cannot assure that the actual costs or schedule of
implementation as stated under chapter “Objects of the Issue” will not vary from the estimated costs or schedule of
implementation. Any such variance may be on account of one or more factors, some of which may be beyond our control.
Occurrence of any such event may delay our business plans and/or may have an adverse bearing on our expected revenues
and earnings.

47. Strikes, work stoppages or increased wage demands by our employees or any other kind of disputes with our employees
/workmen in future could adversely affect our business and results of operations.

Our Company has total 263 employees as on date, with an increase in our operation capacities or execution of any expansion
projects in future, we expect increase in such number of employees and labours. Although, we have enjoyed a good
relationship with our employees and have not experienced any lockouts, strikes, or any disruptions of any sort due to labour
unrest in the past. However, there can be no assurance that we may not experience any disruptions in our operations in future
as well. In case of disputes or other problems with our work force such as strikes, work stoppages or increased wage demands,
our business, financial conditions and results of operations may be materially and adversely affected.

ISSUE RELATED RISK

48. We cannot assure you that our equity shares will be listed on the SME platform of NSE in a timely manner or at all, which
may restrict your ability to dispose of the equity shares.

Though we shall make best of our efforts to comply with all applicable regulatory, financial and operational requirements for
getting the equity shares proposed to be offered through this Red Herring Prospectus listed on EMERGE platform of NSE in
a time bound manner, yet on account of any change in applicable laws, economic conditions and/or any other reason/s
beyond our control, the said shares may not get listed on the EMERGE platform of NSE Limited in a timely manner or at all,
which may restrict your ability to dispose of the equity shares. However, even in such circumstances, the company shall stay
fully committed to pay such interest and/or refund the full application amount, as may be required in accordance with the
applicable regulatory directives.

49. Sale of Equity Shares by our Promoters or other significant shareholder(s) may adversely affect the trading price of the
Equity Shares.

Any instance of disinvestments of equity shares by our Promoters or by other significant shareholder(s) may significantly
affect the trading price of our Equity Shares. Further, our market price may also be adversely affected even if there is a
perception or belief that such sales of Equity Shares might occur.

50. After this Issue, the price of the Equity Shares may be highly volatile, or an active trading market for the Equity Shares may
not develop.

The price of the Equity Shares on the Stock Exchange may fluctuate as a result of the factors, including

a. Volatility in the Indian and global capital market;

b. Company’s results of operations and financial performance;
c. Performance of Company’s competitors,
d. Adverse media reports on Company or pertaining to our Industry;
e. Changes in our estimates of performance or recommendations by financial analysts;
f. Significant developments in India’s economic and fiscal policies; and
g. Significant developments in India’s environmental regulations.

Current valuations may not be sustainable in the future and may also not be reflective of future valuations for our industry
and our Company. There has been no public market for the Equity Shares and the prices of the Equity Shares may fluctuate
 after this Issue. There can be no assurance that an active trading market for the Equity Shares will develop or be sustained
after this Issue or that the price at which the Equity Shares are initially traded will correspond to the price at which the Equity
Shares will trade in the market subsequent to this Issue.

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

The issue price of the equity shares have been based on many factor and may not be indicative of the market price of our
Equity Shares after the Issue. For further information please refer the section titled “Basis for Issue Price” beginning on page
113. The market price of our Equity Shares could be subject to significant fluctuations after the Issue, and may decline below
the Issue Price. We cannot assure you that you will be able to sell your Equity Shares at or above the Issue Price.

EXTERNAL RISK FACTORS

52. Exchange rate fluctuations in various currencies in which we do business could materially and adversely impact our
business, financial condition and results of operations.

Our reporting currency is in rupees, and we transact portion of our business primarily in USD. The following table set forth our
revenue from foreign countries and their percentage in comparison with revenue from operations for the period ended
September 30, 2023 and for the year ended March 31, 2023, March 31, 2022 and March 31, 2021:

Particulars For the period ended For the Financial year ended
September 30, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Export sales 430.14 212.02 136.66 178.38

Percentage of 22.85% 9.40% 7.75% 7.45%

revenue from
operations

The exchange rate between the Rupee and foreign currencies has fluctuated significantly in recent years and may continue to
fluctuate in the future. Any significant appreciation of the Rupee against foreign currencies in which we do business can
fundamentally affect our competitiveness in the long-term. As our financial statements are presented in Rupees, such
fluctuations could have a material impact on our reported results. Our clients generally demand that all risks associated with
such fluctuations are borne by us.

53. Changes in government regulations or their implementation could disrupt our operations and adversely affect our business
and results of operations.

Our business and industry are regulated by different laws, rules and regulations framed by the Central and State Government.
These regulations can be amended/ changed on a short notice at the discretion of the Government. If we fail to comply with
all applicable regulations or if the regulations governing our business or their implementation change adversely, we may incur
increased costs or be subject to penalties, which could disrupt our operations and adversely affect our business and results
of operations.
54. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under current Indian tax laws, capital gains arising from the sale of equity shares within 12 months in an Indian company are
classified as short-term capital gains and generally taxable. Any gain realized on the sale of listed equity shares on a stock
exchange that are held for more than 12 months is considered as long-term capital gains and is taxable at 10%, in excess of
Rs.1,00,000. Any long-term gain realized on the sale of equity shares, which are sold other than on a recognized stock
exchange and on which no STT has been paid, is also subject to tax in India. Capital gains arising from the sale of equity shares
are exempt from taxation in India where an exemption from taxation in India is provided under a treaty between India and
the country of which the seller is resident. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital
gains. As a result, residents of other countries may be liable to pay tax in India as well as in their own jurisdiction on a gain on
the sale of equity shares.
55. Taxes and other levies imposed by the Government of India or other State Governments, as well as other financial policies
and regulations, may have a material adverse effect on our business, financial condition and results of operations.

Taxes and other levies imposed by the Central or State Governments in India that affect our industry include custom duties on
imports of raw materials and components, Goods and Service. These taxes and levies affect the cost and prices of our products
and therefore demand for our product. An increase inany of these taxes or levies, or the imposition of new taxes or levies in
the future, may have a material adverse effect on our business, profitability and financial condition.

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

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

57. We cannot guarantee the accuracy or completeness of facts and other statistics with respect to India, the Indian economy
and industry in which we operate contained in the Red Herring Prospectus.

While facts and other statistics in the Red Herring Prospectus relating to India, the Indian economy and the industry in which
we operate has been based on various web site data and IBEF that we believe are reliable, we cannot guaranteethe quality or
reliability of such materials. While we have taken reasonable care in the reproduction of such information, industry facts and
other statistics have not been prepared or independently verified by us or any of our respective affiliates or advisors and,
therefore we make no representation as to their accuracy or completeness. These facts and other statistics include the facts
and statistics included in the chapter titled “Industry Overview” beginning on page 123 of this Red Herring Prospectus. Due
to possibly flawed or ineffective data collection methods or discrepancies between published information and market practice
and other problems, the statistics herein may be inaccurate or may not be comparable to statistics produced elsewhere and
should not be unduly relied upon. Further, there is no assurance that they are stated or compiled on the same basis or with
the same degree of accuracy, as the case may be, elsewhere.

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

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

59. 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, transfer of shares between non- residents and residents
are freely permitted (subject to certain exceptions) if they comply with the pricing guidelines and reporting requirements
specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in compliance with such pricing
guidelines or reporting requirements or fall under any of the exceptions referred to above, then the prior approval of the RBI
will be required. Additionally, shareholders who seek to convert the Rupee proceeds from a sale of shares in India into foreign
currency and repatriate that foreign currency from India will require a no objection/ tax clearance certificate from the income
tax authority. There can be no assurance that any approval required from the RBI or any other government agency can be
obtained on any particular terms or at all.
60. The extent and reliability of Indian infrastructure could adversely affect our Company’s results of operations and financial
condition.

India’s physical infrastructure is in developing phase compared to that of many developed nations. Any congestion or
disruption in its port, rail and road networks, electricity grid, communication systems or any other public facility could disrupt
our Company’s normal business activity. Any deterioration of India’s physical infrastructure would harm the national
economy, disrupt the transportation of goods and supplies, and add costs to doing business in India. These problems could
interrupt our Company’s business operations, which could have an adverse effect on its results of operations and financial
condition.

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

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

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

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

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

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

This place has been left blank intentionally

 SECTION IV- INTRODUCTION

THE ISSUE

PRESENT OFFER IN TERMS OF THIS RED HERRING PROSPECTUS

Offer for Equity Shares
Up to 62,82,000 Equity Shares aggregating to ₹ [●] Lakhs
Public Offer of Equity Shares by our Company
The Offer consists of:
Fresh Issue 62,82,000 Equity Shares aggregating to ₹ [●] Lakhs
of which
Reserved for the Market Makers 3,18,000 Equity Shares aggregating to ₹ [●] Lakhs
Net Offer to the Public 59,64,000 Equity Shares aggregating to ₹ [●] Lakhs
Out of which
A. QIB Portion*3 Not more than 29,80,800Equity Shares aggregating to ₹ [●] Lakhs
Of which:
(a) Anchor Investor Portion Upto 17,88,000 Equity Shares aggregating to ₹ [●] Lakhs
(b) Net QIB Portion (assuming the Upto 11,92,800Equity Shares aggregating to ₹ [●] Lakhs
AnchorInvestor Portion is fully
subscribed)
Of which:
(i) Available for allocation to Mutual Upto [●] Equity Shares aggregating to ₹ [●] Lakhs
Funds only (5% of the QIB
Portion (excluding Anchor
Investor Portion)
(ii) Balance of QIB Portion for all Upto [●] Equity Shares aggregating to ₹ [●] Lakhs
QIBsincluding Mutual Funds
B. Non-Institutional Category*3 Not Less than 8,95,200 Equity Shares aggregating to ₹ [●] Lakhs
C. Retail Portion*3 Not Less than 20,88,000 Equity Shares aggregating to ₹ [●] Lakhs
Pre and Post – Issue Equity Shares
Equity Shares outstanding prior to the Offer 1,75,43,200 Equity Shares of face value of ₹10 each
Equity Shares outstanding after the Offer 2,38,25,200 Equity Shares of face value of ₹10 each
Please see the chapter titled “Objects of the Issue” on page 81 of this
Objects of the Offer/ Use of Offer Proceeds Red Herring Prospectus for information about the use of Net
Proceeds from the Fresh Issue. Our Company will not receive any
proceeds from the Offer for Sale.
Notes: -
1) The Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. The
issue is being made by our company in terms of Regulation 229 (2) of SEBI (ICDR) Regulation, read with Rule 19(2)(b)(i)
of SCRR wherein not less than 25% of the post issued paid-up equity share capital of our company are being offered to
the public for subscription.
2) The Issue has been authorized by the Board of Directors vide a resolution passed at its meeting held on December 01,
2023 and by the Special Resolution passed under Section 62(1)(c) of the Companies Act, 2013 at the AGM of our
shareholders held on December 23, 2023.
3) The allocation in the net issue to the public category shall be made as per the requirements of Regulation 253(1) of SEBI
ICDR regulations, as amended from time to time. Our Company in consultation with the BRLMs may allocate as follows-
a) Not less than thirty-five per cent to retail individual investors;
b) Not less than fifteen per cent to non-institutional investors
c) Not more than fifty percent to qualified institutional buyers, five percent. of which shall be allocated to mutual
funds:
Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated to
applicants in any other category:
Provided further that in addition to five percent allocation available in terms of clause (c), mutual funds shall be eligible
for allocation under the balance available for qualified institutional buyers. For further details, please see the section
entitled “Issue Structure” or “Issue Procedure” on page 303 or 307 respectively. Allocation to all categories shall be made
in accordance with SEBI ICDR Regulations.
 SUMMARY OF OUR FINANCIAL INFORMATION

STATEMENT OF ASSETS AND LIABILITIES AS RESTATED

(Rupees in Lakhs)
Note As at As at As at As at
September March 31, March 31, March
30, 2023 2023 2022 31, 2021

A EQUITY AND LIABILITIES

1 Shareholders' Funds
(a) Share Capital 3 518.49 518.49 518.49 518.49
(b) Reserves and Surplus 4 2928.06 2200.11 997.90 864.25
(c) Money Received against share warrants
3446.55 2718.60 1516.39 1382.73
2 Share Application Money Pending Allotment

3 Non-Current Liabilities
(a) Long Term Borrowings 5 .00 .00 135.30 4.03
(b) Deferred tax liabilities (Net) 1.23 1.23 .00 .58
(c) Other Long-Term Liabilities
(d) Long Term Provisions
Total non-current liabilities 1.23 1.23 135.30 4.61

4 Current Liabilities
(a) Short Term Borrowings 6 -34.32 -3.80 -16.61 -48.37
(b) Trade Payables: - 7 39.23 146.65 180.51 179.90
(A) Total outstanding dues of micro and
small enterprises
(B) Total outstanding dues other than
(iii) (a) above
(C) Other current liabilities 8 6.53 5.88 1.09 1.09
(d) Short Term Provisions 9 154.56 122.52 82.57 15.33
(e) Duties & Taxes 10 375.66 127.82 59.47 54.72
Total Current Liabilities 541.66 399.06 307.03 202.67

Total 3989.43 3118.89 1958.72 1590.01

B ASSETS As at As at As at As at
September March 31, March 31, March
30, 2023 2023 2022 31, 2021
1 Non-Current Assets
(a) Property, Plant and Equipment &
Intangible Asset
(i) Property, Plant and Equipment 11 1053.29 1006.28 170.11 140.07
(ii) Intangible Assets
(iii) Capital work-in-progress .00 .00 .00 .00
(iv) Intangible Assets under development 16 587.93 437.93 262.81 262.81
(b) Non-Current Investments 12 42.80 36.17 36.17 36.17
 (c) Deferred Tax Assets (Net) 34 .00 .00 2.67 .00
(d) Long Term Loans and Advances 13 .00 .00 .00 .00
(e) Non-Current Assets 14 298.69 258.93 238.83 222.41
Total Non- Current Assets 1982.71 1739.31 710.59 661.46

2 Current Assets
(a) Current Investments 15 324.92 324.92 511.10 257.08
(b) Inventories .00 .00 .00 .00
(c) Trade Receivables 17 1455.13 849.31 479.99 396.37
(d) Cash and Cash Equivalent 18 29.32 112.58 100.29 236.68
(e) Short term Loans and Advances 19 .00 .00 .00 .00
(f) Other Current Assets 20 197.36 92.78 156.76 38.43
Total Current Assets 2006.72 1379.59 1248.13 928.56

Total 3989.43 3118.89 1958.72 1590.01

As per our report on even date

For Abhijit Kelkar & Co For and on behalf of the Board of Directors of
Chartered Accountants Trust Fintech Limited (Formerly Known as Trust Systems
Firm Regn. No.: - 121920W and Software (India) Private Limited)

CA Kalpesh Bhute Hemant Chafale Mandar Deo

Partner Director Director
Membership No. 178818 (DIN: 01590781) (DIN: 01590926)
UDIN: 24178818BKCYBF1728

Anand Kane Ms. Deshana Joshi

Whole Time Company Secretary
Director & CFO (Mem No: A-26358)
(DIN: 07635348)
Date: 07/01/2024
Place: Nagpur
 STATEMENT OF PROFIT AND LOSS AS RESTATED

(Rupees in Lakhs)
Particulars Note For the Period For the Period For the Period For the Period
No ending 30th ending 31st ending 31st ending 31st
September March 2023 March 2022 March 2021
2023
I. Revenue from Operations 21 1882.14 2254.34 1763.25 2394.66
II. Other Income 22 0.99 15.85 36.75 23.28
III Total Income (I+II) 1883.13 2270.19 1800.00 2417.94
IV Expenses:
Cost of Materials Consumed 23 175.88 435.66 371.71 947.14
Purchase of stock-in-Trade 24 .00 .00 .00 .00
Changes in Inventories of Finished 25 -150.00 -175.12 .00 -26.00
Goods, and Stock-in-Trade
Employee Benefit Expenses 26 598.09 1055.48 861.04 845.21
Finance Costs 27 1.13 3.78 1.72 3.94
Depreciation and Amortization 28 22.43 49.48 47.04 13.29
Expenses
Other Expenses 29 262.83 359.86 339.96 340.35
Total Expenses 910.36 1729.14 1621.48 2123.93
V Profit before exceptional, 972.77 541.05 178.53 294.01
extraordinary, Prior Period item
& tax (III-IV)
VI Exceptional Items 30 .00 .00 .00 .00
VII Profit before extra-ordinary 972.77 541.05 178.53 294.01
item & Tax (V-VI)
VIII Extraordinary Items 31 .00 .00 .00 .00
IX. Profit before Tax (VII-VIII) 972.77 541.05 178.53 294.01
X. Tax Expenses:
(I) Current Tax 244.83 134.94 46.82 73.43
(II) Deferred Tax 6 .00 3.90 -3.25 .93
(III) Earlier Tax .00 .00 1.30
XI. Profit/(Loss) from Continuing 727.95 402.21 133.66 219.66
Operations (VII-VIII)
XII. Profit/(Loss) from
Discontinuing Operations
XIII. Tax Expense of Discounting
Operations
XIV. Profit/(Loss) from dis- .00 .00 .00 .00
Continuing Operations after tax
(XII-XIII)
XV. Profit/ (Loss) for the Period 727.95 402.21 133.66 219.66
(XI + XIV)
XVI. Earnings per share of Rs. 10/-
each
(I) Basic 14.04 7.76 2.58 4.24
(II) Diluted 14.04 7.76 2.58 4.24
Significant Accounting Policies 1
Notes refer to above form an
integral part of the financial
statements
As per our report on even date

For Abhijit Kelkar & Co For and on behalf of the Board of Directors of
Chartered Accountants Trust Fintech Limited (Formerly Known as Trust Systems
Firm Regn. No.: - 121920W and Software (India) Private Limited)

CA Kalpesh Bhute Hemant Chafale Mandar Deo

Partner Director Director
Membership No. 178818 (DIN: 01590781) (DIN: 01590926)
UDIN: 24178818BKCYBF1728

Anand Kane Ms. Deshana Joshi

Whole Time Company Secretary
Director & CFO (Mem No: A-26358)
(DIN: 07635348)
Date: 07/01/2024
Place: Nagpur
 STATEMENT OF CASH FLOW AS RESTATED

(Rupees in Lakhs)
Particulars As at As at As at As at
September 30, March 31, March 31, March 31,
2023 2023 2022 2021

A. Cash Flow from Operating Activities

Profit before extraordinary items and tax
Adjustments for: 972.77 541.05 133.66 219.66
Depreciation 22.43 49.48 47.04 13.29
Interest Expenses (Finance Cost) 1.13 3.78 1.72 3.94
Interest Income 1.81 18.84 -36.75 -24.22
Provision for Current Tax -244.83 -134.94
Non-Cash Expenses Debited to P & L A/c

Operating Profit before Working Capital Changes 753.31 478.21 145.67 212.67
Changes in working capital:
Adjustments for:

Decrease/(Increase) in Trade and other receivables -605.81 -369.33 -83.62 245.18

Decrease/(Increase) in Inventories -150.00 -175.12 .00 -26.00
Decrease/(Increase) in Other Current Assets -104.59 63.98 -118.33 153.71
(Decrease)/Increase in Trade & Other Payable -107.42 -33.86 72.60 -101.59
(Decrease)/Increase in Other Current Liabilities .65 4.79 .00 .00
(Decrease)/Increase in Short Term Provisions 24.94 84.79
(Decrease)/Increase in Duties & Taxes 254.95 23.50
Net cash flow from / (used in) operating activities 66.03 76.96 16.32 483.96

B. Cash Flow from Investing Activities

Purchase of Fixed Assets -69.45 -85.65 -77.08 -43.36
Sale of Fixed Assets (Net) .00 .00 .00 .00
Purchase of Investments .00 186.18 -254.01 -356.83
Interest Received -1.81 -18.84 36.75 24.22
Loan & Advances to Others .00 .00 -16.42 2.10
Decrease/(Increase) in Non-Current Assets -39.75 -20.10
Decrease/(Increase) in Non-Current Investments -6.64 .00
Net Cash (Used in) Investing Activities -117.64 61.59 -310.77 -373.86

C. Cash Flow from Financing Activities

Increase/(Decrease) in Share Capital / Reserve & Surplus .00 .00 .00 .00
(Increase)/Decrease in Deferred Tax Asset .00 .00 -3.25 .93
Proceeds from Long-Term borrowings .00 -135.30 131.27 -1.83
Proceeds from Short Term borrowings -30.52 12.81 31.76 60.25
Finance Cost -1.13 -3.78 -1.72 -3.94

Net from / (used in) financing activities -31.65 -126.27 158.06 55.40

Net increase / (decrease) in Cash and cash equivalents -83.26 12.29 -136.39 165.50
Opening Balance of Cash and cash equivalents 112.58 100.29 236.68 71.18
Closing Balance of Cash and cash equivalents 29.32 112.58 100.29 236.68
As per our report on even date

For Abhijit Kelkar & Co For and on behalf of the Board of Directors of
Chartered Accountants Trust Fintech Limited (Formerly Known as Trust Systems
Firm Regn. No.: - 121920W and Software (India) Private Limited)

CA Kalpesh Bhute Hemant Chafale Mandar Deo

Partner Director Director
Membership No. 178818 (DIN: 01590781) (DIN: 01590926)
UDIN: 24178818BKCYBF1728

Anand Kane Ms. Deshana Joshi

Whole Time Company Secretary
Director & CFO (Mem No: A-26358)
(DIN: 07635348)
Date: 07/01/2024
Place: Nagpur
 SECTION V- GENERAL INFORMATION

Our Company was originally incorporated on December 15, 1998 as a Private Limited Company as “Trust Systems and Software
(India) Limited” vide Registration No. 117470 under the provisions of the Companies Act, 1956 with the Registrar of
Companies, Mumbai. Pursuant to a special resolution passed by the Shareholders at their Extra ordinary General Meeting held
on September 16, 2023, our Company was converted from a Private Limited Company to Public Limited Company and
consequently, the name of our Company was changed to ‘Trust Systems and Software (India) Limited’ and a Fresh Certificate
of Incorporation consequent to Conversion was issued on September 29, 2023 by the Registrar of Companies, Mumbai.
Further, pursuant to special resolution passed by the Shareholders at their Extra Ordinary General Meeting held on November
22, 2023, our company has changed its name from “Trust Systems and Software (India) Limited” to “Trust Fintech Limited”
and a fresh certificate of incorporation consequent to name change was issued on December 14, 2023 by the Registrar of
Companies, Mumbai. The Corporate Identification Number of our Company is U72100MH1998PLC117470.

For further details of change in name, change in object and change in Registered office of our company, please refer to section
titled “History and Certain Corporate Matters” beginning on page 187 of this Red Herring Prospectus

Brief Information on Company and Issue

Registered Office Plot no.11/4, I.T. Park, Gayatri Nagar, Parsodi, Nagpur, Maharashtra, India, 440022
Tel: +91- 9909647348
Fax: N.A.
E-mail: cs@[Link]
Website: [Link]

Date of Incorporation December 15, 1998

CIN U72100MH1998PLC117470

Company Category Company Limited by Shares

Registrar of Company, Mumbai
100, Everest, Marine Drive, Mumbai-400002, Maharashtra
Registrar of Company Tel No.: 022 22812627
Fax No: N.A
Email: [Link]@[Link]
Website: [Link]
Company Secretary & Name: Ms. Deshna Keval Joshi
Compliance Officer Address: Plot no.11/4, I.T. Park, Gayatri Nagar, Parsodi, Nagpur, Maharashtra, India,
440022
Tel: +91-9909647348
E-mail: cs@[Link]
Website: [Link]
Chief Financial Officer Name: Mr. Anand Kane
Address: Plot no.11/4, I.T. Park, Gayatri Nagar, Parsodi, Nagpur, Maharashtra, India,
440022
Tel: + 91 - 9820000400
E-mail: anandkane@[Link]
Website: [Link]
Designated Stock National Stock Exchange of India Limited
NSE Limited, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai –
Exchange
400051
Website: [Link]
 Issue Programme Issue Opens On: Tuesday, March Issue Closes On: Thursday, March 28,
26, 2024 2024

Note: Please refer to Section XII “Issue Information” at page no 296 of this Red Herring Prospectus.

DETAILS OF INTERMEDIARIES PERTAINING TO THIS ISSUE AND OUR COMPANY

LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

CORPORATE CAPITALVENTURES PRIVATE LIMITED BIGSHARE SERVICES PRIVATE LIMITED

B-1/E-13, Mohan Cooperative Industrial Estate, Mathura Office No. S6- 2, 6th Floor, Pinnacle Business Park, Next to
Road, New Delhi 110044 Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai –
Tel: +91 11-41824066; 400093, India.
Email: smeipo@[Link] Tel No.: +91 – 22 – 6263 8200;
Investor Grievances Email id- investor@[Link] Fax No.: +91 – 22 – 6263 8299
Website: [Link] E-mail: ipo@[Link]
SEBI Registration: INM000012276 Investor Grievances Email Id: investor@[Link]
Validity: Permanent Website: [Link]
Contact Person: Mrs. Harpreet Parashar SEBI Registration No.: INR000001385
Contact Person: Mr. Vinayak Morbale
BANKER TO THE ISSUE & SPONSOR BANK MARKET MAKER & SYNDICATE MEMBER TO THE ISSUE
HDFC BANK LIMITED S S Corporate Securities Limited
Address: FIG-OPS Department Lodha, I Think Techno Address: 3 rd Floor, D-Block, NDM -2 Netaji Subash Place,
Campus O-3 level, next to Kanjurmarg Railway station, Pirampura Delhi- 110034
Kanjumarg (East Mumbai-400042) Telephone: 011-47003600
Tel: 022-30752929, 022-30752928, 022-30752914 Email: harshit@[Link]
Fax No: 022-25799801 Contact Person: Mr. Harshit Singhal
Email:[Link]@[Link], Website: [Link]
[Link]@[Link] SEBI Registration: INZ000219533
Website: [Link]
SEBI Registration: INBI00000063
Contact Person: Eric Bacha/ Sachin Gawade

STATUTORY AUDITOR OF THE COMPANY LEGAL ADVISOR TO THE ISSUE

M/s R B Bhusari & Company AdLegus Law Consultants LLP
Chartered Accountants Enrollment No. D/1675/ 2019
Firm Registration No.: 101463W Address: 2nd Floor, Moolchand Towers, I-Block, Sector 22,
Address: 282, 3rd Floor, Kapish House, Opp. Punit Super Noida - 201301
Bazar, Khare Town, Dharmapeth, Nagpur-440010 Tel: +91- 9711914380
Tel: +91-9881491490 Email: anang@[Link]
Email: rbbhusariandco@[Link] Contact Person: Adv. Anang Kumar Shandilya
Contact Person: Mr. Ranjan Bhusari
PEER REVIEW AUDITOR OF THE COMPANY
M/s Abhijit Kelkar and Company
Chartered Accountants
Firm Registration No.: 121920W
Peer Reviewed Registration No.: 012301
Address: “Shrinivas” Kelkar Building, Ground Floor,
Badkas Square Road, Mahal, Nagpur, Maharashtra- 440032
Tel: +91- 9422126890
Email: abhijit@[Link]
Contact Person: Abhijit Kelkar
DETAILS OF BOARD OF DIRECTORS OF OUR COMPANY

S.N. Name DIN Category Designation

1. Hemant Padmanabh Chafale 01590781 Executive Managing Director
2. Mandar Kishor Deo 01590926 Executive Whole time Director
3. Heramb Ramkrishna Damle 02734881 Executive Whole time Director
4. Anand Shankar Kane 07635348 Executive Director & CFO
5. Sandhya Narendra Gulhane 10432093 Non- Executive Director
6. Nitin Dattatraya Alshi 05252946 Non- Executive Independent Director
7. Kapil Dilip Chandrayan 05311061 Non- Executive Independent Director
8. Prasad A Dongarkar 03025312 Non- Executive Independent Director

For further details of our directors please refer chapter titled “Our Management” beginning on page 193 of this Red Herring
Prospectus.

Investors may contact our Company Secretary and Compliance Officer and/or the Registrar to the Offer, i.e., Ms. Deshana
Keval Joshi and/or Bigshare Services Private Limited and/or the lead manager i.e. Corporate CapitalVentures Private Limited,
in case of any pre-Offer or post-Offer related problems, such as non-receipt of letters of Allotment, credit of allotted Equity
Shares in the respective beneficiary account, unblocking of amount in ASBA, etc.

All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the relevant SCSB
to whom the Application was submitted (at ASBA Bidding Locations), giving full details such as name, address of the applicant,
number of Equity Shares applied for, Application Amount blocked, ASBA Account number and the Designated Branch of the
relevant SCSBs where the Application was submitted by the ASBA Applicants.

For all Issue related queries and for redressal of complaints, Applicants may also write to the Lead Manager. All complaints,
queries or comments received by Stock Exchange/SEBI shall be forwarded to the Lead Manager, who shall respond to the
same.

SELF-CERTIFIED SYNDICATE BANKS

The lists of banks that have been notified by SEBI to act as SCSB for the Applications Supported by Blocked Amount (ASBA)
Process are provided on the website of SEBI. For details on Designated Branches of SCSBscollecting the Bid Cum Application
Forms, please refer to the below mentioned SEBI link.
[Link]
Further, as notified by SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019; the applications
through UPI in IPOs can be made only through the SCSBs / mobile applications whose name appears on the SEBI website
[Link] at the following path: Home ≫ Intermediaries/Market Infrastructure Institutions ≫ Recognized
intermediaries ≫ Self Certified Syndicate Banks eligible as Issuer Banks for UPI.

Investor shall ensure that when applying in IPO using UPI, the name of his Bank appears in the list of SCSBs displayed on the
SEBI website which are live on UPI. Further, he/she shall also ensure that the name of the app and the UPI handle being used
for making the application is also appearing in the aforesaid list.

REGISTERED BROKERS
Bidders can submit Bid cum Application Forms in the Offer using the stock brokers network of the Stock Exchanges, i.e., through
the Registered Brokers at the Broker Centers. The list of the Registered Brokers, including details such as postal address,
telephone number and e-mail address, is provided on the website of the SEBI ([Link] ) and updated from time to
time. For details on Registered Brokers, please refer
[Link]

REGISTRAR TO OFFER AND SHARE TRANSFER AGENTS

The list of the RTAs eligible to accept Bid cum Applications forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, are provided on the website of the SEBI on
[Link] as updated from time to time.

COLLECTING DEPOSITORY PARTICIPANTS

The list of the CDPs eligible to accept Bid cum Application Forms at the Designated CDP Locations, including details such as
name and contact details, are provided on the website of Stock Exchange. The list of branches of the SCSBs named by the
respective SCSBs to receive deposits of the Bid cum Application Forms from the Designated Intermediaries will be available
on the website of the SEBI ([Link]) on [Link]
and updated from time to time.

STATEMENT OF RESPONSIBILITY OF THE LEAD MANAGER/STATEMENT OF INTER SEALLOCATION OF RESPONSIBILITIES

Since Corporate CapitalVentures Private Limited is the sole Lead Manager to this Issue, a statement of inter-se-allocation of
responsibilities amongst Lead Managers is not required.

CREDIT RATING
This being an issue of Equity Shares, credit rating is not required.

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

EXPERT OPINION

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

1. Our Company has received written consent dated December 08, 2023 from Peer Review Auditor of the company for this
issue namely, Abhijit Kelkar & Co., Chartered Accountants, to include its name as an expert as defined under Section 2(38)
of the Companies Act, read with Section 26(5) of the Companies Act, 2013, read with SEBI ICDR Regulations in this
Prospectus as an “expert” to the extent and in its capacity as an independent Peer Reviewed Auditor and in respect of its
(i) examination report dated January 07, 2024 from on our restated financial information; and (ii) its report dated January
07, 2024 on the statement of Special Tax Benefits in this Prospectus and such consent has not been withdrawn as on the
date of this Prospectus.

2. Our Company has received a written consent dated October 13, 2023 from Mr. Anang Kumar Shandilya, Advocate, having
registration number D/1675/2019 to include its name as an expert as defined under Section 2(38) of the Companies Act,
2013, read Section 26(5) of the Companies Act, 2013, read with SEBI ICDR Regulations in this Prospectus as an “expert”,
to the extent and in its capacity as an advisor on the Legal Litigations being subsisting by the Company, against the
Company, by the Promoters, against the Promoters, by the Directors and against the Directors of the Company.

Aforementioned consents have not been withdrawn as on the date of this Red Herring Prospectus. However, the term -
expert shall not be construed to mean an - expert as defined under the U.S. Securities Act. All the intermediaries including
Merchant Banker has relied upon the appropriacy and authenticity of the same.

DEBENTURE TRUSTEE

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

APPRAISAL AND MONITORING AGENCY

As per regulation 262(1) of SEBI ICDR Regulations, the requirement of monitoring agency is not mandatory if the Issue size
is up to ₹ 10,000 Lakh. Since the Issue size is below ₹10,000 Lakh, our Company has not appointed any monitoring agency for
this Issue. However, as per section 177 of the Companies Act, the Audit Committee of our Company, would be monitoring
the utilization of the proceeds of the issue.

UNDERWRITING AGREEMENT
Our Company and LM to the issue hereby confirm that the Issue is 100% Underwritten. The Underwriting agreement is
dated March 15, 2024. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters are subject
to certain conditions specified therein. The Underwriters have indicated their intention to underwrite the following number
of specified securities being offered through this Issue:

Name, Address, Telephone, Fax, and Email of the Indicative No. of Amount % of the Total
Underwriter Equity Shares to Underwritten Issue Size
be Underwritten (Rs. in Lakh) Underwritten
Corporate CapitalVentures Private Limited 62,82,000 [●] 100%
Address: B-1/E-13, Mohan Cooperative Industrial, Estate
Mathura Road, New Delhi 110044
Tel: +91 11 - 41824066;
Email: smeipo@[Link]
Investor Grievances Email id: investor@[Link]
Website: [Link]
SEBI Registration: INM000012276
Validity: Permanent
Contact Person: Mrs. Harpreet Parashar
Total 62,82,000 [●] 100%

In the opinion of our Board of Directors of the Company, the resources of the abovementioned Underwriter are sufficient
to enable them to discharge the underwriting obligations in full. The above-mentioned Underwriter is registered with SEBI
under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchanges.

FILING OF OFFER DOCUMENT

The Draft offer document, Red Herring Prospectus, Prospectus and Offer Document shall be filed on the platform of NSE
Emerge.

Pursuant to Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment)
Regulations, 2022, Draft Red Herring Prospectus shall not be submitted to SEBI, however, soft copy of Red Herring
Prospectus and Prospectus with the Due Diligence Certificate shall be submitted to SEBI pursuant to Regulation 246(1), and
SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, through SEBI Intermediary Portal at
[Link] SEBI will not issue any observation on the Issue document in term of Regulation 246(2) of the
SEBI ICDR Regulations.

A copy of the Red Herring Prospectus and Prospectus along with the material contracts and documents referred elsewhere
in the Prospectus required to be filed under Section 32 of the Companies Act, 2013 will be delivered to the Registrar of
Companies, Mumbai situated at 100, Everest, Marine Drive, Mumbai, Maharashtra-400002, at least (3) three working days
prior from the date of opening of the Issue.

CHANGE IN THE AUDITOR DURING LAST 3 YEAR

Except as provided below, Company has not changed auditor during last 3 years.

Name of Auditor Appointed Date of Date of Reason for Resignation

for the Appointment/ Resignation
Period Reappointment
M/s R B Bhusari & Company 01/04/2023 November 22, NA NA
FRN: 101463W to 2023
E-Mail: rbbhusariandco@[Link] 31/03/2024
Address: 282, 3rd Floor, “Kapish
House”, opp. Punit Super Bazar,
Khare Town, Dharampeth, Nagpur-
440010
M/s Rodi Dabir & Co. 01/04/2020 December 30, November Pursuant to sec 139 (2)of
FRN: 108846W to 2020 01, 2023 the Companies Act, 2013,
E-Mail: rodidabir@[Link] 31/03/2025 i.e the Auditor has served
Address: 282, “Kapish House” for 10 years, therefore the
new Auditor were
2ndfloor, opp. Punit Super Bazar,
appointed.
Kahre Town, Dharamapeth, Nagpur-
440010

WITHDRAWAL OF THE ISSUE

Our Company in consultation with the Lead Manager, reserves the right not to proceed with the Issue at any time after the
Issue Opening Date but before the Board meeting for Allotment. In such an event, our Company would issue a public notice
in the newspapers, in which the pre-Issue advertisements were published, within two (2) days of the Issue Closing Date or
such other time as may be prescribed by SEBI, providing reasons for not proceeding with the Issue. The Lead Manager,
through the Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts of the ASBA Applicants within one (1)
day of receipt of such notification. Our Company shall also promptly inform NSE Emerge on which the Equity Shares were
proposed to be listed. Notwithstanding the foregoing, the Issue is also subject to obtaining the final listing and trading
approvals from NSE Emerge, which our Company shall apply for after Allotment. If our Company withdraws the Issue after
the Issue Closing Date and thereafter determines that it will proceed with an IPO, ourCompany shall be required to file a
fresh Prospectus.

DETAILS OF THE MARKET MAKING ARRANGEMENT FOR THIS OFFER

Our Company and the Lead Manager have entered into a tripartite agreement dated March 15, 2024 with S S Corporate
Securities Limited the MarketMaker for this Issue, duly registered with NSE Emerge to fulfill the obligations of Market
Making:

The Market Maker shall fulfill the applicable obligations and conditions as specified in the SEBI (ICDR) Regulations, and its
amendments from time to time and the circulars issued by the NSE and SEBI regarding this matter from time to time.
Following is a summary of the key details pertaining to the Market Making arrangement:
1. The Market Maker shall be required to provide a 2-way quote for 75% of the time in a day. The same shall be monitored
by the stock exchange. Further, the Market Maker(s) shall inform the exchange in advance for each and every black out
period when the quotes are not being offered by the Market Maker.

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

3. The minimum depth of the quote shall be ₹1,00,000. However, the investors with holdings of value less than₹1,00,000
shall be allowed to offer their holding to the Market Maker(s) (individually or jointly) in that scrip provided that he sells
his entire holding in that scrip in one lot along with a declaration to the effect to the selling broker.

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

5. There would not be more than five Market Makers for a script at any point of time and the Market Makers may compete
with other Market Makers for better quotes to the investors.

6. On the first day of the listing, there will be pre-opening session (call auction) and there after the trading will happen as
per the equity market hours. The circuits will apply from the first day of the listing on the discovered price during the
pre-open call auction.
7. The Marker maker may also be present in the opening call auction, but there is no obligation on him to do so.

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

The Market Maker(s) shall have the right to terminate said arrangement by giving a one month notice or on mutually
acceptable terms to the Merchant Banker, who shall then be responsible to appoint a replacement Market Maker(s). In case
of termination of the abovementioned Market Making agreement prior to the completion of the compulsory Market Making
period, it shall be the responsibility of the Lead Manager to arrange for another Market Maker in replacement during the
term of the notice period being served by the Market Maker but prior to the date of releasing the existing Market Maker
from its duties in order to ensure compliance with the requirements of regulation 261 of the SEBI (ICDR) Regulations, 2018.
Further, our Company and the Lead Manager reserve the right to appoint other Market Makers either as a replacement of
the current Market Maker or as an additional Market Maker subject to the total number of Designated Market Makers does
not exceed five or as specified by the relevant laws and regulations applicable at that particular point of time. The Market
Making Agreement is available for inspection at our corporate office from 11.00 a.m. to 5.00 p.m. on working days.

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

10. Punitive Action in case of default by Market Maker: Emerge Platform of NSE will monitor the obligations on a real
time basis and punitive action will be initiated for any exceptions and/or non- compliances. Penalties / fines may be
imposed by the Exchange on the Market Makers, in case he is not able to provide the desired liquidity in a particular
security as per the specified guidelines. These penalties/ fines will be set by the Exchange from time to time. The
Exchange will impose a penalty on the Market Maker(s) in case he is not present in the market (offering two-way
quotes) for at least 75% of the time. The nature of the penalty will be monetary as well as suspension in market making
activities / trading membership.
The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties/fines/
suspension for any type of misconduct/manipulation/ other irregularities by the Market Makers from time to time.

11. Price Band and Spreads: SEBI Circular bearing reference no: CIR/MRD/DP/02/2012 dated January 20, 2012, has laid
down that for Issue size up to ₹ 250 crores, the applicable price bands for the first day shall be:
(i) In case equilibrium price is discovered in the Call Auction, the price band in the normal trading session shall be 5% of
the equilibrium price.
(ii) In case equilibrium price is not discovered in the Call Auction, the price band in the normal trading session shall be 5%
of the Offer price.
Additionally, the trading shall take place in TFT sent for first 10 days from commencement of trading. The following
spread will be applicable on the SME Exchange Platform.

S. No. Market Price Slab Proposed Spread (in % to sale price)

1 Up to 50 9.00%
2 50 to 75 8.00%
3 75-100 6.00%
4 Above 100 5.00%

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

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

Buy quote exemption threshold Re-Entry threshold for buy

Issue Size (including quote (including mandatory
mandatory initial inventory of initial inventory of 5% ofthe
5% of the Issue Size) Issue Size)
Up to₹ 20 Crore 25% 24%
₹20 Crore to ₹50 Crore 20% 19%
₹50 Crore To ₹80 Crore 15% 14%
Above ₹80 Crore 12% 11%

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

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

This Page has been left blank Intentionally

 SECTION VI - CAPITAL STRUCTURE

The Equity Share capital of our Company, as on the date of this Red Herring Prospectus is set forth below:

Amount (Rs. in Lakhs)

# Particulars Aggregate Aggregate value
nominal value at Offer Price
Authorized Share Capital
A.
2,50,00,000 Equity Shares of ₹ 10/- each (₹ 25,00,00,000 Equity Share
Capital) 2,500.00 -
Issued, Subscribed and Paid-Up Share Capital before the Issue
B.
1,75,43,200 Equity Shares of ₹10/- each (₹ 17,54,32,000 Equity Share 1,754.32 -
Capital)
Present Issue in terms of the Prospectus
C.
Fresh Offer of 62,82,000 Equity Shares of Face Value ₹10/- each at a
[•] [•]
Price of ₹ [•] per Equity Share
Consisting of:
Reservation for Market Maker – 3,18,000 Equity Shares of ₹ 10/- each
at a price of ₹ [•] per Equity Share reserved as Market Maker Portion. [•] [•]

Net Issue to the Public – 59,64,000 Equity Shares of ₹ 10/- each at a

[•] [•]
price of ₹ [•] per Equity Share.
Of the Net Issue to the Public
1. QIB Portion [•]
Of which:
(a) Anchor Investor Portion [•] [•]
(b) Net QIB Portion (assuming the Anchor Investor Portion is [•]
[•]
fully subscribed)
Of which: [•]
(i) Available for allocation to Mutual Funds only (5% of the QIB [•]
[•]
Portion (excluding Anchor Investor Portion)
(ii) Balance of QIB Portion for all QIBs including Mutual Funds [•] [•]
2. Non-Institutional Category [•] [•]
3. Retail Portion [•] [•]
Issued, Subscribed and Paid-up Share Capital after the Issue
D. 2,38,25,200 Equity Shares of ₹10/- each 2,382.52
Securities Premium Account
E. Before the Issue 447.26
After the Issue [•]

The present issue has been authorized by our Board of Directors vide a resolution passed at its meeting held on dated
December 01, 2023 and by Special Resolution passed under Section 62(1)(c) of the Companies Act, 2013 at the EGM of
our shareholders held on December 23, 2023.
All Equity Shares are fully paid-up. Our Company has no outstanding convertible instruments as on the date of this Red
Herring Prospectus.

NOTES TO THE CAPITAL STRUCTURE

1. Details of increase in Authorized Share Capital:

Since December 15, 1998, the authorized share capital of our Company has been altered in the manner set forth
below:
 S. No. Date No. of Face Value Cumulative Cumulative Authorised Whether
Equity (in₹) No. of Shares Share Capital (in ₹) AGM/EGM
Shares
1. On Inception* [•] [•] [•] [•] N.A.
2. [•]* [•] 10 2,00,000 20,00,000 [•]
3. 14/03/2005* 3,00,000 10 5,00,000 50,00,000 EGM
4. 28/02/2012 15,00,000 10 20,00,000 2,00,00,000 EGM
5. 23/04/2014 10,00,000 10 30,00,000 3,00,00,000 EGM
6. 30/03/2016 20,00,000 10 50,00,000 5,00,00,000 EGM
7. 22/03/2017 10,00,000 10 60,00,000 6,00,00,000 EGM
8. 15/11/2023 1,90,00,000 10 2,50,00,000 25,00,00,000 EGM
*Note: We are unable to trace some of documents for the information provided above, we have relied on the search report
from PCS Firm i.e Kaustubh Moghe and Associates having certificate of practice no. 12486 dated January 25, 2024 having UDIN
F010603E003307710, for tracing changes in Authorized Capital. For further information, please refer to the Chapter titled “Risk
Factors” and Risk No. 7 on the Page No. 30 of this Red Herring Prospectus.

2. History of Equity Share Capital of our Company

Note Date of No. of Face Issue Nature of Nature of Cumulative Cumulative Cumulative
Allotment Equity value Price consideration Allotment number of Equity Paid - Securities
Shares Equity up Capital premium (Rs.)
allotted (Rs.) (Rs.) Shares (Rs.)
On 50 10 10 Cash Subscription 50 500 -
1. Incorporation* to MOA

2. 23/12/1998* 20 10 10 Cash Further Issue 70 700 -

3. 31/03/1999* 38,202 10 10 Cash Further Issue 38,272 3,82,720 -

4. 31/03/2001* 13,641 10 10 Cash Further Issue 51,913 5,19,130 -

5. 31/03/2003* 1,02,800 10 10 Cash Further Issue 1,54,713 15,47,130 -

6. 03/04/2003* 45,000 10 10 Cash Further Issue 1,99,713 19,97,130 -

7. 30/03/2005* 53,925 10 10 Cash Further Issue 2,53,638 25,36,380 -

8. 15/07/2005* 64,700 10 10 Cash Further Issue 3,18,338 31,83,380 -

9. 31/03/2011* 1,60,535 10 10 Cash Further Issue 4,78,873 47,88,730 -

10. 31/03/2012* 9,46,459 10 Nil Other than Bonus Issue 14,25,332 1,42,53,320 -
cash
11. 31/03/2016 27,08,131 10 Nil Other than Bonus Issue 41,33,463 4,13,34,630 -
cash
12. 18/10/2016 7,51,537 10 Nil Other than Bonus Issue 48,85,000 4,88,50,000 -
cash
13. 18/10/2016 1,15,000 10 40 Cash Preferential 50,00,000 5,00,00,000 34,50,000
Issue
14. 23/03/2017 53,845 10 72.43 Cash Preferential 50,53,845 5,05,38,450 68,11,543.35
Issue
15. 28/06/2017 48,185 10 72.43 Cash Preferential 51,02,030 5,10,20,300 98,19,732.90
Issue
 16. 03/10/2017 41,419 10 72.43 Cash Preferential 51,43,449 5,14,34,490 1,24,05,521.10
Issue
17. 07/01/2019 41,419 10 72.43 Cash Preferential 51,84,868 5,18,48,680 1,49,91,309.30
Issue
18. 24/01/2024 1,14,06,707 10 Nil Other than Bonus Issue 1,65,91,575 16,59,15,750 -
Cash
19. 25/01/2024 9,51,625 10 57 Cash Preferential 1,75,43,200 17,54,32,000 4,47,26,375
Issue
*Note: We are unable to trace some of documents for the information provided above, we have relied on the search report
from PCS Firm i.e Kaustubh Moghe and Associates having certificate of practice no. 12486 dated January 25, 2024 for tracing
changes in Authorised Capital. For further information, please refer to the Chapter titled “Risk Factors” and Risk No. 7 on the
Page No. 30 of this Red Herring Prospectus.

Notes:
1. Initial Subscribers to Memorandum of Association hold 50 Equity Shares each of face value of ₹ 10/- fully paid up as
per the details given below:
S. No. Name of Person No. of Shares Allotted
1. Hemant Padmanabh Chafale 10
2. Padmanabh B. Chafale 10
3. Unmesh P. Chafale 10
4. Heramb Ramkrishna Damle 10
5. Mandar Kishor Deo 10
Total 50

2. The Company thereafter allotted 20 Equity shares as Further issue i.e. on December 23, 1998, the details of which is given
below:
S. No. Name of Person No. of Shares Allotted
1. Shailesh Tupkary 10
2. Rajendra Wankhede 10
Total 20

3. The Company thereafter allotted 38,202 Equity shares as Further Issue on March 31, 1999, the details of which is given
below:
S. No. Name of Person No. of Shares Allotted
1. Padmanabh Chafale 7,590
2. Shailesh Tupkary 7,590
3. Niranjan Padhye 7,590
4. Unmesh Chafale 7,590
5. Hemant Padmanabh Chafale 7,580
6. Rajendra Wankhede 262
Total 38,202

4. The Company thereafter allotted 13,641 Equity shares as Further Issue on March 31, 2001 the details of which is given
below:
S. No. Name of Person No. of Shares Allotted
1. Hemant Padmanabh Chafale 3,161
2. Shailesh Tupkary 3,161
3. Unmesh Chafale 3,161
4. Padmanabh Chafale 3,160
 5. Rajendra Wankhede 998
Total 13,641

5. The Company thereafter allotted 1,02,800 Equity shares as Further Issue on March 31, 2003 the details of which is given
below:
S. No. Name of Person No. of Shares Allotted
1. Hemant Padmanabh Chafale 48,900
2. Shailesh Tupkary 30,601
3. Padmanabh Chafale 23,299
Total 10,28,000

6. The Company thereafter allotted 45,000 Equity shares as Further issue on April 03, 2003 the details of which is given
below:
S. No. Name of Person No. of Shares Allotted
1. Hemant Padmanabh Chafale 45,000
Total 45,000

7. The Company thereafter allotted 53,925 Equity shares as Further issue on March 30, 2005 the details of which is given
below:
S. No. Name of Person No. of Shares Allotted
1. Hemant Padmanabh Chafale 33,150
2. Unmesh P. Chafale 20,775
Total 53,925

8. The Company thereafter allotted 64,700 Equity shares as Further issue on July 15, 2005 the details of which is given below:
S. No. Name of Person No. of Shares Allotted
1. Sanjay Padmanabh Chafale 64,700
Total 64,700

9. The Company thereafter allotted 1,60,535 Equity shares as Further Issue on March 31, 2011 the details of which is given
below:
S. No. Name of Person No. of Shares Allotted
1. Hemant Padmanabh Chafale 1,00,000
2. Heramb Ramkrishna Damle 35,055
3. Mandar Kishor Deo 25,480
Total 1,60,535

10. The Company thereafter allotted 9,46,459 Equity shares as Bonus Issue on March 31, 2012 the details of which is given
below:
S. No. Name of Person No. of Shares Allotted
1. Hemant Padmanabh Chafale 5,53,289
2. Sanjay Padmanabh Chafale 1,27,874
3. Heramb Ramkrishna Damle 69,283
4. Padmanabh Chafale 67,806
5. Unmesh Chafale 62,827
6. Mandar Kishor Deo 50,359
 7. Niranjan Padhye 15,021
Total 9,46,459

11. The Company thereafter allotted 27,08,131 Equity shares as Bonus Issue on March 31, 2016 the details of which is given
below:
S. No. Name of Person No. of Shares Allotted
1. Hemant Padmanabh Chafale 19,56,924
2. Sanjay Padmanabh Chafale 3,65,891
3. Heramb Ramkrishna Damle 1,98,242
4. Mandar Kishor Deo 1,44,094
5. Niranjan Padhye 42,980
Total 27,08,131

12. The Company thereafter allotted 7,51,537 Equity shares as Bonus Issue on October 18, 2016 the details of which is given
below:
S. No. Name of Person No. of Shares Allotted
1. Hemant Padmanabh Chafale 5,43,070
2. Sanjay Padmanabh Chafale 1,01,539
3. Heramb Ramkrishna Damle 55,015
4. Mandar Kishor Deo 39,988
5. Niranjan Padhye 11,925
Total 7,51,537

13. The Company thereafter allotted 1,15,000 Equity shares as Preferential Issue on October 18, 2016 the details of which is
given below:
S. No. Name of Person No. of Shares Allotted
1. Anand Shanker Kane 1,15,000
Total 1,15,000

14. The Company thereafter allotted 53,845 Equity shares as Preferential Issue on March 23, 2017 the details of which is given
below:
S. No. Name of Person No. of Shares Allotted
1. Anand Shanker Kane 53,845
Total 53,845

15. The Company thereafter allotted 48,185 Equity shares as Preferential Issue on June 28, 2017 the details of which is given
below:
S. No. Name of Person No. of Shares Allotted
1. Anand Shanker Kane 48,185
Total 48,185

16. The Company thereafter allotted 41,419 Equity shares as Preferential Issue on October 03, 2017 the details of which is
given below:
S. No. Name of Person No. of Shares Allotted
1. Anand Shanker Kane 41,419
Total 41,419

17. The Company thereafter allotted 41,419 Equity shares as Preferential Issue on January 07, 2019 the details of which is given
 below:
S. No. Name of Person No. of Shares Allotted
1. Anand Shanker Kane 41,419
Total 41,419

18. The Company thereafter allotted 1,14,06,707 Equity shares as Bonus Issue in the ratio of 22:10 on January 24, 2024 the
details of which is given below:
S. No. Name of Person No. of Shares Allotted
1. Hemant Padmanabh Chafale 77,43,898
2. Sanjay Padmanabh Chafale 14,52,008
3. Heramb Ramkrishna Damle 7,86,709
4. Anand Shankar Kane 6,59,709
5. Mandar Kishor Deo 5,71,826
6. Niranjan Padhye 1,70,557
7. Jay Hemant Chafale 22,000
Total 1,14,06,707

19. The Company thereafter allotted 9,51,625 Equity shares as Preferential Issue on January 25, 2024 the details of which is
given below:
S. No. Name of Person No. of Shares Allotted
1. Amit Kumar 2,70,000
2. Chandni Amit Kumar 1,98,000
3. Nitin Sathware 1,05,600
4. Gold Circle Ventures LLP 90,000
5. Anagha Damle 43,225
6. Bindu Madhav Tikekar 36,000
7. Ramnath Raikar 36,000
8. Hinal Mehta (1st Holder) and Ajay Mehta (2nd Holder) 18,000
9. Mehak Mehta (1st Holder) and Ajay Mehta (2nd Holder) 18,000
10. Rakesh Seth 36,000
11. Tejas Goenka 36,000
12. Neha Kane 18,000
13. Neeraj Kushwaha 18,000
14. Milind Chittawar 9,600
15. Adhi Ranjan Behera 9,600
16. Sandhya Guhanane 9,600
Total 9,51,625

3. Shareholding of the Promoters of our Company

As on the date of this Red Herring Prospectus, our Promoters Hemant Padmanabh Chafale, Sanjay Padmanabh Chafale,
Heramb Ramkrishna Damle, Anand Shankar Kane and Mandar Kishor Deo holds total 1,12,63,852, 21,12,012, 11,44,304,
9,59,577 and 8,31,747 Equity Shares respectively representing 64.21%, 12.04%, 6.52%, 5.47% and 4.74% of the pre-issue
paid up share capital of our Company.

Details of build-up of shareholding of the Promoters-

Date of Nature (Allotment/ Number of Face Value Issue/ Consideration Name of Transferor
Allotment / transfer) Equity Shares per Equity Transfer (cash/ other / Transferee
acquisition / Share (in₹) price per than cash)
transaction and Equity
when made Share (in₹)
fully paid up
Mr. Hemant Padmanabh Chafale
Subscription to Allotment 10 10 10 Cash NA
MOA
On 31.03.1999 Further Issue 7,580 10 10 Cash NA
On 31.03.1999 Transfer 10 10 10 Cash Heramb Ramkrishna
Damle
On 14.03.2001 Transfer 272 10 10 Cash Rajendra Wankhede
On 31.03.2001 Further Issue 3,161 10 10 Cash NA
On 21.08.2001 Transfer 250 10 10 Cash Rajendra Wankhede
On 31.03.2003 Further Issue 48,900 10 10 Cash NA
On 03.04.2003 Further Issue 45,000 10 10 Cash NA
On 30.03.2005 Further Issue 33,150 10 10 Cash NA
On 31.03.2010 Transfer 41,611 10 10 Cash Shailesh Tupkary
On 31.03.2011 Further Issue 1,00,000 10 10 Cash NA
On 31.03.2012 Bonus Issue 5,53,289 10 Nil Consideration NA
other than
cash
On 01.03.2014 Transfer 1,02,114 10 10 Cash Padmanabh Chafale
On 01.03.2014 Transfer 94,613 10 10 Cash Unmesh Chafale
On 31.03.2016 Bonus Issue 19,56,924 10 Nil Consideration NA
other than
cash
On 18.10.2016 Bonus Issue 5,43,070 10 Nil Consideration NA
other than
cash
On 15.08. 2023 Transfer (10,000) 10 Cash Jay Hemant Chafale
On 24.01.2024 Bonus Issue 77,43,898 10 Nil Consideration NA
other than
cash
Total 1,12,63,852
Mr. Sanjay Padmanabh Chafale
On 15.07.2005 Further Issue 64,700 10 10 Cash NA
On 31.03.2012 Bonus Issue 1,27,874 10 Nil Consideration NA
other than
cash
On 31.03.2016 Bonus Issue 3,65,891 10 Nil Consideration NA
other than
cash
On 18.10.2016 Bonus Issue 1,01,539 10 Nil Consideration NA
other than
cash
On 24.01.2024 Bonus Issue 14,52,008 10 Nil Consideration NA
other than
cash
Total 21,12,012
Mr. Heramb Ramkrishna Damle
Subscription to Allotment 10 10 10 Cash NA
MOA
On 31.03.1999 Transfer (10) 10 10 Cash Hemant Padmanabh
Chafale
On 31.03.2011 Further Issue 35,055 10 10 Cash NA
 On 31.03.2012 Bonus Issue 69,283 10 Nil Consideration NA
other than
Cash
On 31.03.2016 Bonus Issue 1,98,242 10 Nil Consideration NA
other than
cash
On 18.10.2016 Bonus Issue 55,015 10 Nil Consideration NA
other than
cash
On 24.01.2024 Bonus Issue 7,86,709 10 Nil Consideration NA
other than
cash
Total 11,44,304
Mr. Anand Shankar Kane
On 18.10.2016 Preferential Allotment 1,15,000 10 40 Cash NA
On 23.03.2017 Preferential Allotment 53,845 10 72.43 Cash NA
On 28.06.2017 Preferential Allotment 48,185 10 72.43 Cash NA
On 03.10.2017 Preferential Allotment 41,419 10 72.43 Cash NA
On 07.01.2019 Preferential Allotment 41,419 10 72.43 Cash NA
On 24.01.2024 Bonus Issue 6,59,709 10 Nil Considerati NA
on other
than cash
Total 9,59,577
Mr. Mandar Kishor Deo
Subscription to Allotment 10 10 10 Cash NA
MOA
On 31.03.1999 Transfer (10) 10 10 Cash Hemant Padmanabh
Chafale
On 31.03.2011 Further Issue 25,480 10 10 Cash NA
On 31.03.2012 Bonus Issue 50,359 10 Nil Consideration NA
other than
Cash
On 31.03.2016 Bonus Issue 1,44,094 10 Nil Consideration NA
other than
cash
On 18.10.2016 Bonus Issue 39,988 10 Nil Consideration NA
other cash
On 24.01.2024 Bonus Issue 5,71,826 10 Nil Consideratio NA
n other than
cash
Total 8,31,747
*Note –
1. We are unable to trace complete documents of the Board resolution, Shareholders resolution and relevant form filled with
ROC for the Allotment of shares and therefore details mentioned above are extracted from available registers, Minutes in
the records of the Company. We have relied on the search report by PCS Firm i.e Kaustubh Moghe and Associates having
certificate of practice no. 12486 dated January 25, 2024 for tracing changes in Promoter Buildup Sheet. For further
information, please refer to the Chapter titled “Risk Factors” and Risk No. 7 on the Page No. 30 of this Red Herring
Prospectus.
2. All the Equity Shares held by our Promoters were fully paid-up on the respective dates of acquisition of such Equity Shares.

This space left blank intentionally.

 3. Our shareholding Pattern

a) The table below represents the shareholding pattern of our Company as per Regulation 31 of the SEBI (LODR) Regulations, 2015, as on the date of this Red Herring
Prospectus

Category Category of No. of No. of fully No. of No. of Total nos. Share Number of Voting Rights held No. of Shareholdi Number Number Number of
Code shareholder share paid-up Partly shares shares holdin in each class of securities* Shares ng,as a % of locked of Shares shares held in
holder equity paid-upunderlying held g as a % Under assuming in Shares pledged dematerialized
shares held Equity Depository of total lying full or form
sharesh Receipts Outsta conversion otherwis
eld nding of e
encumbe
red
no. of convert convertible No. As a No. As a
share s No. of Voting Rights ible securities (a) % of (a) % of
(calcula securiti (As a total total
t ed as es percentag shar shar
perSCR Class X C Total Total (includi e of es es
R, 1957) l as a ng diluted held held
As a a % of Warra share (B) (B)
% of s (A+B nts) Capital)As
(A+B s +C) a % of
+C2) Y (A+B+C2)

I II III IV V VI VII= IV+ VIII IX X XI=VII XII X XIV

V+V I +X I
I
Promoters 8 1,64,04,717 - - 1,64,04,717 93.51% 1,64,04,717 1,64,04,717 93.51% - - - - - - 1,64,04,717
(A) and
Promoter
Group
- - - - - - - - -
17 11,38,483 11,38,483 6.49% 11,38,483 11,38,483 6.49% 11,38,483
(B) Public
Non- - - - - - - - - - - - - - - - - -
(C) Promoter-
Non-Public
Shares - - - - - - - - - - - - - - - - -
(1)
 underlying
DRs
Shares held - - - - - - - - - - - - - - - - -
(2) by
Employee
Trusts
25 1,75,43,200 - - 1,75,43,200 100% 1,75,43,200 - 1,75,43,200 100% - - - - - - 1,75,43,200
Total

**As on the date of this Red Herring Prospectus 1 Equity Shares holds 1 vote.

Note:
□ In terms of SEBI circular bearing No. CIR/ISD/3/2011 dated June 17, 2011 and SEBI circular bearing No. SEBI/CIR/ISD/ 05 /2011, dated September 30, 2011, the Equity
Shares held by the Promoters/Promoters Group Entities and 50% of the Equity Shares held by the public shareholders, shall be dematerialized. Accordingly, all the
existing equity shares of the Company will be in dematerialized form at the time of listing of shares.
□ PAN of the Shareholders will be provided by our Company prior to Listing of Equity Share on the Stock Exchange.
□ Our Company will file the shareholding pattern of our Company, in the form prescribed under Regulation 31 of the SEBI (LODR) Regulations, 2015, one day prior to the
listing of the equity shares. The shareholding pattern will be uploaded on the website of NSE Emerge before commencement of trading of such Equity Shares.

This space left blank intentionally.

5. As on the date of this Red Herring Prospectus, there are no partly paid-up shares/outstanding convertible
securities/warrants in our Company

6. Following are the details of the holding of securities of persons belonging to the category “Promoter and Promoter
Group” and public before and after the Issue:

Pre-issue Post-issue
S. No. Name of shareholders No. of equity As a % of No. of As a % of
Shares Issued Equity shares Issued
Capital Capital
Promoters
1 Hemant Padmanabh Chafale 1,12,63,852 64.21 1,12,63,852 47.28
2 Sanjay Padmanabh Chafale 21,12,012 12.04 21,12,012 8.86
3 Heramb Ramkrishna Damle 11,44,304 6.52 11,44,304 4.80
4 Anand Shankar Kane 9,59,577 5.47 9,59,577 4.03
5 Mandar Kishor Deo 8,31,747 4.74 8,31,747 3.49
Total – A 1,63,11,492 92.98 1,63,11,492 68.46
Promoter Group
6 Jay Hemant Chafale 32,000 0.18 32,000 0.13
7 Anagha Damle 43,225 0.25 43,225 0.18
8 Neha Kane 18,000 0.10 18,000 0.08
Total – B 93,225 0.53 93,225 0.39
Public
9 Existing Shareholders 11,38,483 6.49 11,38,483 4.78
10 IPO 62,82,000 26.37
Total – C 11,38,483 6.49 74,20,483 31.15
Grand Total (A+B+C) 1,75,43,200 100.00 2,38,25,200 100.00

7. The average cost of acquisition of or subscription to Equity Shares by our Promoter is set forth in the table below:

Name of the Promoter and Promoter Group No. of Shares held* Average cost of Acquisition (in₹)
Hemant Padmanabh Chafale 1,12,63,852 0.42
Sanjay Padmanabh Chafale 21,12,012 0.31
Heramb Ramkrishna Damle 11,44,304 0.31
Anand Shankar Kane 9,59,577 18.57
Mandar Kishor Deo 8,31,747 0.31
*Only the shares acquired are considered.

8. Details of Major Shareholders:

A. List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on date* of this RedHerring
Prospectus:

Sr. No. Name of shareholders No. of Equity Shares held % of Paid-up Capital
1. Hemant Padmanabh Chafale 1,12,63,852 64.21
2. Sanjay Padmanabh Chafale 21,12,012 12.04
3. Heramb Ramkrishna Damle 11,44,304 6.52
4. Anand Shankar Kane 9,59,577 5.47
5. Mandar Kishor Deo 8,31,747 4.74
6. Amit Kumar 222,000 1.27%
7. Niranjan Padhye 2,48,083 1.41
8. Jagdish Prashad Sharma 176,400 1.01%
Total 1,69,57,975 96.66%
 Last available Benpos was on Friday, March 15, 2024.
B. List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on date ten days prior to the
date of the Red Herring Prospectus:

Sr. No. Name of shareholders No. of Equity Shares held % of Paid-up Capital
1. Hemant Padmanabh Chafale 1,12,63,852 64.21
2. Sanjay Padmanabh Chafale 21,12,012 12.04
3. Heramb Ramkrishna Damle 11,44,304 6.52
4. Anand Shankar Kane 9,59,577 5.47
5. Mandar Kishor Deo 8,31,747 4.74
6. Niranjan Padhye 2,48,083 1.41
7. Amit Kumar 2,70,000 1.54
8. Chandni Amit Kumar 1,98,000 1.13
Total 1,70,27,575 97.06%

C. List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on date one year prior to the
date of this t Red Herring Prospectus:

Sr. No. Name of shareholders No. of Equity shares held % of Paid-up Capital
1. Hemant Padmanabh Chafale 35,29,954 68.08
2. Sanjay Padmanabh Chafale 6,60,004 12.73
3. Heramb Ramkrishna Damle 3,57,595 6.90
4. Anand Shankar Kane 2,99,868 5.78
5. Mandar Kishor Deo 2,59,921 5.01
6. Niranjan Padhye 77,526 1.50
Total 51,84,868 100%

D. List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on date two years prior to the
date of this Red Herring Prospectus:

Sr. No. Name of shareholders No. of Equity shares held % of Paid-up Capital
1. Hemant Padmanabh Chafale 35,29,954 68.08
2. Sanjay Padmanabh Chafale 6,60,004 12.73
3. Heramb Ramkrishna Damle 3,57,595 6.90
4. Anand Shankar Kane 2,99,868 5.78
5. Mandar Kishor Deo 2,59,921 5.01
6. Niranjan Padhye 77,526 1.50
Total 51,84,868 100%

9. The Company has not issued any convertible instruments like warrants, debentures etc. since its incorporation and
there are no outstanding convertible instruments as on date of this Red Herring Prospectus.

10. Our Company has not issued any Equity Shares out of revaluation reserve or reserves without accrual of cash
resources.

11. Our Company has not issued any Equity Shares during a period of one year preceding the date of this Red
Herring Prospectus at a price lower than the Issue Price, except as following:

Bonus Issue: 1,14,06,707 Equity Shares

Sr. Name of shareholders No. of Shares Face Value IssuePrice Date of Allotment Reason for
No. Allotted (Rs.) (Rs.) Allotment
1. Hemant Padmanabh Chafale 77,43,898 10 - January 24, 2024 Bonus Allotment
 2. Sanjay Padmanabh Chafale 14,52,008 10 - January 24, 2024 Bonus Allotment
3. Heramb Ramkrishna Damle 7,86,709 10 - January 24, 2024 Bonus Allotment
4. Anand Shankar Kane 6,59,709 10 - January 24, 2024 Bonus Allotment
5. Mandar Kishor Deo 5,71,826 10 - January 24, 2024 Bonus Allotment
6. Niranjan Padhye 1,70,557 10 - January 24, 2024 Bonus Allotment
7. Jay Hemant Chafale 22,000 10 - January 24, 2024 Bonus Allotment
Total 1,14,06,707

Preferential Issue: 9,51,625 Equity Shares

S. No. Name of Person No. of Shares Allotted

1. Amit Kumar 2,70,000
2. Chandni Amit Kumar 1,98,000
3. Nitin Sathware 1,05,600
4. Gold Circle Ventures LLP 90,000
5. Anagha Damle 43,225
6. Bindu Madhav Tikekar 36,000
7. Ramnath Raikar 36,000
8. Hinal Mehta (1st Holder) and Ajay Mehta (2nd Holder) 18,000
9. Mehak Mehta (1st Holder) and Ajay Mehta (2nd Holder) 18,000
10. Rakesh Seth 36,000
11. Tejas Goenka 36,000
12. Neha Kane 18,000
13. Neeraj Kushwaha 18,000
14. Milind Chittawar 9,600
15. Adhi Ranjan Behera 9,600
16. Sandhya Guhanane 9,600
Total 9,51,625

12. There will be no further issue of capital, whether by way of issue of bonus shares, preferential allotment, rights issue
or in any other manner during the period commencing from the date of this Red Herring Prospectus until the Equity
Shares have been listed. Further, our Company presently does not have any intention or proposal to alter our capital
structure for a period of six months from the date of opening of this Issue, by way of split / consolidation of the
denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible into
exchangeable, directly or indirectly, for our Equity Shares) whether preferential or otherwise, except that if we enter
into acquisition(s) or joint venture(s), expansion of business, we may consider additional capital to fund such activities
or to use Equity Shares as a currency for acquisition or participation in such joint ventures.
13. We have 25 (Twenty-Five) shareholders as on the date of filing of this Red Herring Prospectus.
14. As on the date of this Red Herring Prospectus, our Promoter and Promoters Group hold total 1,64,04,717 Equity
Shares representing 93.51% of the pre-issue paid up share capital of our Company.
15. None of our Promoters, their relatives and associates, persons in Promoter Group or the directors of the Company
which is a promoter of the Company and/or the Directors of the Company have purchased or sold any securities of
our Company during the past six months immediately preceding the date of filing this Red Herring Prospectus, except
to Mr. Hemant Padmanabh Chafale who has transferred 10,000 shares to Mr. Jay Chafale on 15.08.2023 at Rs. 10/- per
share.
16. The members of the Promoters Group, our directors and the relatives of our directors have not financed the purchase
by any other person of securities of our Company, other than in the normal course of the business of the financing
entity, during the six months immediately preceding the date of filing this Red Herring Prospectus.

17. Details of Promoter’s Contribution locked in for three years:

As per Sub-Regulation (1) of Regulation 236 of the SEBI (ICDR) Regulations, 2018, an aggregate of 20.00% of the post-
Issue Capital shall be considered as Promoter ‘s Contribution.
Our Promoters have granted consent to include such number of Equity Shares held by them as may constitute 20.00%
of the post-issue Equity Share Capital of our Company as Promoters Contribution and have agreed not to sell or
transfer or pledge or otherwise dispose of in any manner, the Promoters Contribution from the date of filing of this
Red Herring Prospectus until the completion of the lock-in period specified above.
In terms of clause (a) of Regulation 238 of the SEBI (ICDR) Regulations, 2018, Minimum Promoters‟ Contribution as
mentioned above shall be locked-in for a period of three years from the date of commencement of commercial
production or date of allotment in the Initial Public Offer, whichever is later.
Explanation: The expression "date of commencement of commercial production" means the last date of the month in
which commercial production of the project in respect of which the funds raised are proposed to be utilised as stated
in the offer document, is expected to commence.
We further confirm that Minimum Promoters Contribution of 20.00% of the post issue paid-up Equity Shares Capital
does not include any contribution from Alternative Investment Fund.
The Minimum Promoters Contribution has been brought into to the extent of not less than the specified minimum lot
and has been contributed by the persons defined as Promoters under the SEBI (ICDR) Regulations, 2018.
The lock-in of the Minimum Promoters Contribution will be created as per applicable regulations and procedure and
details of the same shall also be provided to the Stock Exchange before listing of the Equity Shares.
As on date of this Red Herring Prospectus there are no equity shares held by our Promoter and Promoter Group which
are under lock in.
We confirm that the minimum Promoters contribution of 20.00% which is subject to lock-in for three years does not
consist of:
a) Equity Shares acquired during the preceding three years for consideration other than cash and revaluation of
assets or capitalisation of intangible assets;
b) Equity Shares acquired during the preceding three years resulting from a bonus issue by utilisation of revaluation
reserves or unrealised profits of the issuer or from bonus issue against equity shares which are ineligible for minimum
Promoters’ contribution;
c) Equity Shares acquired by Promoters during the preceding one year at a price lower than the Issue Price;
d) The Equity Shares held by the Promoters and offered for minimum 20% Promoters Contribution are not subject
to any pledge.
e) Equity Shares for which specific written consent has not been obtained from the shareholders for inclusion of their
subscription in the minimum Promoters’ Contribution subject to lock-in.

In terms of Regulation 241 of the SEBI (ICDR) Regulations, 2018, our Company confirms that certificates of Equity
Shares which are subject to lock in shall contain the inscription ―Non-Transferable and specify the lock-in period and
in case such equity shares are dematerialized, the Company shall ensure that the lock in is recorded by the Depository.

Equity Shares locked-in for three years

The details of Lock-in Period of existing pre- IPO capital of promoters for 3 years are as follows:

Sr. No. Category No. of Shares Lock-in Period

1. Hemant Padmanabh Chafale 32,90,484 3 Years
2. Sanjay Padmanabh Chafale 6,16,977 3 Years
3. Heramb Ramkrishna Damle 3,34,283 3 Years
4. Anand Shankar Kane 2,80,319 3 Years
5. Mandar Kishor Deo 2,42,976 3 Years
Total 47,65,040

Equity Shares locked-in for one year

The details of Lock-in Period of existing pre- IPO capital of Promoter, Promoter Group or Public are as follows:

Sr. No. Category No. of Shares Lock-in Period

 1. Promoter 1,15,46,452 1 Year
2. Promoter Group 93,225 1 Year
3. Public 11,38,483 1 Year
Total 1,27,78,160

Further, such lock-in of the Equity Shares would be created as per the bye laws of the Depositories.

Pledge of Locked in Equity Shares:

In terms of Regulation 242 of the SEBI (ICDR) Regulations, 2018, the locked-in Equity Shares held by our Promoters
can be pledged only with any scheduled commercial banks or public financial institutions as collateral security for
loans granted by such banks or financial institutions, subject to the following:

 In case of Minimum Promoters’ Contribution, the loan has been granted to the issuer company or its subsidiary (ies)
for the purpose of financing one or more of the Objects of the Issue and pledge of equity shares is one of the terms
of sanction of the loan.
 In case of Equity Shares held by Promoters in excess of Minimum Promoters’ contribution, the pledge of equity
shares is one of the terms of sanction of the loan.
Further, lock in shall continue pursuant to the invocation of the pledge and such transferee shall not be eligible to
transfer the equity shares till the lock in period stipulated has expired.

However, the Equity Shares held by the Promoters of the Company are not under any Pledge.

Transferability of Locked in Equity Shares:

In terms of Regulation 243 of the SEBI (ICDR) Regulations, 2018 and subject to provisions of Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as applicable:

 The Equity Shares held by our Promoters and locked in as per Regulation 238 of the SEBI (ICDR) Regulations, 2018may
be transferred to another Promoters or any person of the Promoters’ Group or to a new promoter(s) or persons in
control of our Company, subject to continuation of lock-in for the remaining period with transferee and such
transferee shall not be eligible to transfer them till the lock-in period stipulated has expired.

 The equity shares held by persons other than promoters and locked in as per Regulation 239 of the SEBI (ICDR)
Regulations, 2018 may be transferred to any other person (including Promoter and Promoters’ Group) holding the
equity shares which are locked-in along with the equity shares proposed to be transferred, subject to continuation of
lock-in for the remaining period with transferee and such transferee shall not be eligible to transfer them till the lock- in
period stipulated has expired.

18. Our Company, our Promoters, our Directors and the Lead Manager to this Offer have not entered into any buy-back,
standby or similar arrangements with any person for purchase of our Equity Shares from any person.

19. Our Company has not issued any shares for consideration other than cash or out of revaluation of reserves since
inception, although our company has issued Bonus Shares out of Free reserve or Securities Premium reserve only,
details of which are as follows: -

Bonus Issue: 9,46,459 Equity Shares

Sr. Name of shareholders No. of Shares Face Value IssuePrice Date of Allotment Reason for
No. Allotted (Rs.) (Rs.) Allotment
1. Hemant Padmanabh Chafale 5,53,289 10 - March 31, 2012 Bonus Allotment
2. Sanjay Padmanabh Chafale 1,27,874 10 - March 31, 2012 Bonus Allotment
3. Heramb Ramkrishna Damle 69,283 10 - March 31, 2012 Bonus Allotment
4. Padmanabh Chafale 67,806 10 - March 31, 2012 Bonus Allotment
5. Unmesh Chafale 62,827 10 - March 31, 2012 Bonus Allotment
6. Mandar Kishor Deo 50,359 10 - March 31, 2012 Bonus Allotment
 7. Niranjan Padhye 15,021 10 - March 31, 2012 Bonus Allotment
Total 9,46,459

Bonus Issue: 27,08,131 Equity Shares

Sr. Name of shareholders No. of Shares Face Value IssuePrice Date of Allotment Reason for
No. Allotted (Rs.) (Rs.) Allotment
1. Hemant Padmanabh Chafale 19,56,924 10 - March 31, 2016 Bonus Allotment
2. Sanjay Padmanabh Chafale 3,65,891 10 - March 31, 2016 Bonus Allotment
3. Heramb Ramkrishna Damle 1,98,242 10 - March 31, 2016 Bonus Allotment
4. Mandar Kishor Deo 1,44,094 10 - March 31, 2016 Bonus Allotment
5. Niranjan Padhye 42,980 10 - March 31, 2016 Bonus Allotment
Total 27,08,131

Bonus Issue: 7,51,537 Equity Shares

Sr. Name of shareholders No. of Shares Face Value IssuePrice Date of Allotment Reason for
No. Allotted (Rs.) (Rs.) Allotment
1. Hemant Padmanabh Chafale 5,43,070 10 - October 31, 2016 Bonus Allotment
2. Sanjay Padmanabh Chafale 1,01,539 10 - October 31, 2016 Bonus Allotment
3. Heramb Ramkrishna Damle 55,015 10 - October 31, 2016 Bonus Allotment
4. Mandar Kishor Deo 39,988 10 - October 31, 2016 Bonus Allotment
5. Niranjan Padhye 11,925 10 - October 31, 2016 Bonus Allotment
Total 7,51,537

Bonus Issue: 1,14,06,707 Equity Shares

Sr. Name of shareholders No. of Shares Face Value IssuePrice Date of Allotment Reason for
No. Allotted (Rs.) (Rs.) Allotment
1. Hemant Padmanabh Chafale 77,43,898 10 - January 24, 2024 Bonus Allotment
2. Sanjay Padmanabh Chafale 14,52,008 10 - January 24, 2024 Bonus Allotment
3. Heramb Ramkrishna Damle 7,86,709 10 - January 24, 2024 Bonus Allotment
4. Anand Shankar Kane 6,59,709 10 - January 24, 2024 Bonus Allotment
5. Mandar Kishor Deo 5,71,826 10 - January 24, 2024 Bonus Allotment
6. Niranjan Padhye 1,70,557 10 - January 24, 2024 Bonus Allotment
7. Jay Hemant Chafale 22,000 10 - January 24, 2024 Bonus Allotment
Total 1,14,06,707

20. Our Company has not allotted any Equity Shares pursuant to any scheme approved under Sections 230 to 234
of the Companies Act, 2013.

21. Except as stated below, our Company has not re-valued its assets since inception. However, our company has
not issued any Equity Shares (including bonus shares) by capitalizing any revaluation reserves.

Sr. No. Year of Type of Nature of Asset Book Value of Value after
Revaluation Asset Asset Revaluation
1. 2022-23 Land Land situated at 11/4, Gayatri Nagar, 1,00,343.00 8,01,00,343.00
IT Park, Nagpur
*For Revaluation of Assets certificate dated January 07, 2024, by the Peer Reviewed auditor of the issue, M/s Abhijit
Kelkar & Co.

22. Our Company does not have any Employee Stock Option Scheme / Employee Stock Purchase Scheme for our
employees and we do not intend to allot any shares to our employees under Employee Stock Option Scheme /
Employee Stock Purchase Scheme from the proposed issue. As and when, options are granted to our employees
 under the Employee Stock Option Scheme, our Company shall comply with the SEBI (Share Based Employee
Benefits) Regulations, 2014.

23. There are no safety net arrangements for this public Offer.

24. An oversubscription to the extent of 10% of the Net Offer can be retained for the purposes of rounding off to the
minimum allotment lot, while finalizing the Basis of Allotment.

25. As on the date of filing of this Red Herring Prospectus, there are no outstanding warrants, options or rights to convert
debentures, loans or other financial instruments into our Equity Shares.

26. All the Equity Shares of our Company are fully paid up as on the date of this Red Herring Prospectus. Further, since
the entire money in respect of the Offer is being called on application, all the successful applicants will be allotted
fully paid-up equity shares.
27. As per RBI regulations, OCBs are not allowed to participate in this Issue.

28. There is no Buyback, Standby, or similar arrangement by our Company/Promoters/Directors/Lead Manager for
purchase of Equity Shares issued / offered through this Red Herring Prospectus.

29. As on the date of this Red Herring Prospectus, none of the shares held by our Promoters/ Promoter Group are
pledged with any financial institutions or banks or any third party as security for repayment of loans.

30. Investors may note that in case of over-subscription, the allocation in the Issue shall be as per the
requirements ofRegulation 253 of SEBI (ICDR) Regulations, as amended from time to time.

31. Under subscription, if any, in any category, shall be met with spill-over from any other category or
combination ofcategories at the discretion of our Company, in consultation with the Lead Manager and NSE.

32. The Issue is being made through Book Building Method.

33. Lead Manager to the Issue viz. Corporate CapitalVentures Private Limited and its associates do not hold any Equity
Shares of our Company. However, Mr. Jagdish Prasad Sharma, who is the immediate relative of Mr. Kulbhushan
Parashar, director in Corporate Capitalventures is holding 1.01% shareholding in the company and post issue his
shareholding will be 0.74%.

34. Our Company has not raised any bridge loan against the proceeds of this Issue.

35. Our Company undertakes that at any given time, there shall be only one denomination for our Equity Shares,
unless otherwise permitted by law.

36. Our Company shall comply with such accounting and disclosure norms as specified by SEBI from time to time.

37. An Applicant cannot make an application for more than the number of Equity Shares being Issued/Offered
through this fixed subject to the maximum limit of investment prescribed under relevant laws applicable to each
category of investors.

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

39. Our Promoters and the members of our Promoter Group will not participate in this Issue.

40. Our Company has not made any public issue since its incorporation.

41. Our Company shall ensure that transactions in the Equity Shares by the Promoters and the Promoter Group
between the date of filing the Draft Red Herring Prospectus and the Offer Closing Date shall be reported to the
Stock Exchange withintwenty-four hours of such transaction.

42. For the details of transactions by our Company with our Promoter Group, Group Companies during the last
three Fiscals i.e., 2021, 2022 and 2023 & period ended on September 30, 2023 please refer to paragraph titled
―Related Party Transaction in the chapter titled, “Financial Information” beginning on page number 253 of this
Red Herring Prospectus.

None of our Directors or Key Managerial Personnel holds Equity Shares in our Company, except as stated in the
chapter titled ―Our Management beginning on page 193.

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 SECTION VII: PARTICULARS OF THE ISSUE

OBJECTS OF THE ISSUE

We believe that listing will give more visibility and enhance corporate image of our Company. We also believe that our
Company and shareholders will receive the benefits from listing of Equity Shares on the Emerge platform of NSE. It will also
provide liquidity to the existing shareholders and will also create a public trading market for the Equity Shares of our Company.

The Issue includes a fresh Issue of 62,82,000 Equity Shares our Company at an Issue Price of ₹ [●] per Equity Share.

Fresh Issue

The details of the proceeds of the Fresh Issue are summarized below:
(₹ in lakhs)
Particulars Amount
Gross Proceeds from the Fresh Issue [●]
Less: Issue related expenses [●]
Net Proceeds of the Fresh Issue [●]

Requirement of Funds

Our Company intends to utilize the Net Fresh Issue Proceeds for the following Objects (“Objects of the Issue”):

1) To Setup additional Development facility, instalment of fit outs and interior design works in Nagpur, Maharashtra.
2) Investment in procuring hardware and upgrading IT infra;
3) Funding of expenditure related to enhancement, maintenance and upgrading existing Product;
4) To meet out the Global & Domestic Business Development, Sales and Marketing expenses for the company; and
5) General Corporate Expenses

The main object clause of Memorandum of Association of our Company enables us to undertake the activities for which the
funds are being raised by us through the Issue. Further, we confirm that the activities which we have been carrying out till
date are in accordance with the object clause of our Memorandum of Association. For the main objects clause of our
Memorandum of Association, see “History and Certain Corporate Matters” on page 187.

Utilization of Net Proceeds: We intend to utilize the proposed net proceeds in the manner set forth below:
(₹ in Lakhs)
Particulars Amount
To Setup additional Development facility, instalment of fit outs and interior design works in Nagpur, 1,518.63
Maharashtra
Investment in Procuring Hardware and upgrading IT infra 300.00
Funding for expenditure related to enhancement and upgrading existing Product 1,500.40
To meet out the Global & Domestic Business Development, Sales and Marketing expenses for the 902.60
company
General Corporate Expenses * [●]
Total [●]
* The amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue.

Since, the entire fund requirement of the objects detailed above are intended to be funded from the Net Proceeds. In view of
the above, we confirm that the firm arrangements of finance under Regulation 230(1)(e) of the SEBI ICDR Regulations through
verifiable means towards at least 75% of the stated means of finance, excluding the amounts to be raised through the proposed
Issue is not applicable.

SCHEDULE OF IMPLEMENTATION OF THE OBJECTS AND PROGRESS

Following is the tentative schedule, where we expect to invest the proceeds of the issue:-
 (Rs. In Lacs)
Purpose for Fund raised Total Fund Amount to be Amount Amount to be Estimated
Requirement financed from already financed from Utilization of
Internal incurred out Net Proceeds Net Proceeds in
Accruals of Internal F. Y. 2024-25
Accrual

To Setup additional 2158.25 639.62 76.81* 1518.63 1518.63

Development facility in
Nagpur, Maharashtra
Investment in Procuring 486.57 186.57 56.25** 300.00 300.00
Hardware
Funding for expenditure 1767.60 267.20 229.51** 1500.40 1500.40
related to Enhancement of
Existing Software
Development
To meet out the Global & 902.60 - - 902.60 902.60
Domestic -Sales and
Marketing expenses
General Corporate [●] - - [●] [●]
Expenses***
Total [●] 1093.39 348.57 [●] [●]
*Certified as amount already incurred from internal accruals as on January 18, 2024 by way of certificate dated January 19,
2024 and January 25, 2024, by Peer reviewed auditor of the company, M/s Abhijit Kelkar & Co, Chartered Accountants (UDIN
No. 24178818BKCYBL5772) and statutory auditor of the Issue, M/s. RB Bhusari & Co, Chartered Accountants (UDIN No.
24041230BKEMHW2193).
**Certified as amount already incurred from internal accruals as on December 31, 2023 by way of certificate dated January
19, 2024 and January 25, 2024, by Peer reviewed auditor of the company, M/s Abhijit Kelkar & Co, Chartered Accountants
(UDIN No. 24178818BKCYBL5772) and statutory auditor of the Issue, M/s. RB Bhusari & Co, Chartered Accountants (UDIN No.
24041230BKEMHW2193).
***The amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue.

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

To the extent our Company is unable to utilize any portion of the Net Proceeds towards the Object, as per the estimated
schedule of deployment specified above; Our Company shall deploy the Net Proceeds in the subsequent Financial Years
towards the Object. In case of variations in the actual utilisation of funds earmarked for the purpose set forth or shortfall in
the Net Proceeds or delay in raising funds through the IPO, increased fund requirements for a particular purpose may be
financed from our internal accruals and/ or debt financing, as required. If the actual utilisation towards any of the objects is
lower than the proposed deployment, such balance will be used for funding other objects as mentioned above or towards
general corporate purposes to the extent that the total amount to be utilised towards general corporate purposes will not
exceed 25% of the Gross Proceeds from the Issue in accordance with the SEBI ICDR Regulations. However, we confirm that no
bridge financing has been availed as on date, which is subject to being repaid from the Issue Proceeds. We further confirm
that no part of the Issue Proceed shall be utilized for repayment of any part of outstanding unsecured loan as on date of filing
the Red Herring Prospectus. For further details on the risks involved in our business plans and executing our business
strategies, please see the section titled “Risk Factors” beginning on page no. 28.
 DETAILS OF THE OBJECTS OF THE ISSUE

1. Investment To Setup Additional Development facility, instalment of fit outs and interior design works in Nagpur,
Maharashtra

Our Company currently has three places of business, from which we conduct business, these are located in Nagpur, Pune and
Mumbai. Besides the current three place of business, we propose to develop a new facility at Mihan SEZ, Nagpur to increase
our ability to accommodate additional personnel and create additional space for our business. The new facility or campus will
be established on approximately 8093.71 Sq. mtr. of land, with the estimated construction area of 60,000 sq. ft. (w.r.t floor
wise plan).
We are planning to grow our workforce from the existing 263 employees to 1000 people within the next three years. The new
facility in Mihan SEZ will serve for software development (for core banking services) and related activities. Our current offices,
covering 1064.42 square meter in total, accommodate over 200 employees, and the Nagpur property is already stretched
beyond its capacity. To address this and to accommodate the anticipated growth, we are strategically planning to establish an
additional facility in Mihan SEZ, covering an area of 8093.71 square meters. This expansion is designed to provide sufficient
space for our expanding team. Upon setup of Mihan SEZ development facility, it will function as an export-oriented unit
("EOU") which will be mainly engaged in providing global Core Banking services and IT solutions. As per the current plan, the
development of Mihan SEZ facility is expected to be completed by April 2025. Until the Completion of Mihan unit, we will
temporarily utilize the rented properties to accommodate the additional personnel required for the Product/software
development. The details of additional workforce required for the Product development is given in Object 3 on page no. 93 of
the DRHP.

Location and Ownership of the New Facility:

Our Company has received a Provisional Allotment Letter dated December 08, 2023 from the Development officer,
Maharashtra Airport Development Authority Limited (MADC). This letter pertains to the allotment of 2 acres, equivalent to
8093.71 Sq. Mtr. land situated at Plot No. 98, Sector No. 17, Mihan SEZ, Nagpur. The total consideration to be paid for this
allotment is Rs 139.62 Lakhs towards the one-time license payment of the premise. The company had paid the earnest money
amounting to Rs. 14 lacs at the time of application. The balance was to be paid in two installments as per the terms of the
provisional allotment letter. As on date, and the second payment of Rs. 62 lacs have been paid. The third and balancing
payment is due on 06/03/2024, which our company intends to pay in the month of February through internal accruals. Upon
the receipt of the Total Lease Premium from the company by MADC, Agreement to Lease will be executed for a period of 99
years.

Objective behind opting for an owned property:

The company aims to increase its workforce to 1000 people over the next 3 years. The rationale behind the owing of the
property is that rental properties available without interior and have average monthly rent of Rs. 100 per sq. ft. with minimum
annual increase of 5% in the rent. In contrast, the newly owned property in Mihan SEZ, Nagpur available at Rs. 2200 per sq. ft.
(considering the economical land cost and average construction cost without interior). As, the rented property is without
interior. So, the interior cost at rented property and the owned property is same. Additionally, the availability of suitable
rented properties at a single location become challenge.

Advantages for Setting-up Additional Facility in Mihan SEZ, Nagpur

Reason of selection of location: -

1. 100% Income Tax exemption on export income for SEZ units under sec 10AA of the Income Tax Act for the first 5 years, 50%
for the next 5 years, thereafter and 50% of the ploughed back export profit for the next 5 years;
2. Single window clearance on matters relating to Centre and State for setting up unit;
3. Low power cost, Currently the power is supplied to the companies in MIHAN SEZ at less than Rs. 5 per unit against commercial
rate of Rs 13 per unit;
4. Availability of relatively low-cost skilled resources at Nagpur;
5. Location near airport and just 10 km from center of City with good Metro connectivity from all corners of City;
6. Additional FSI may be available for future expansion;
7. Center of Country with good connectivity by air, rail, road;
8. At present over 30 manufacturing and IT/ITES units as well as MRO service units are operation in the SEZ, viz TCS, Infosys, Tech
Mahindra, Hexaware Technologies to name few; and
9. Establishing facility in SEZ will enable us to avail the above stated, which will help us optimize our operational costs.

We estimate that we will incur expenditure of approximately Rs. 2158.25 Lakhs towards the establishment of development
facility, including the land cost. Out of that, for the Civil Structural Works & Interior Fit outs, the estimated cost is Rs. 2018.63
lakhs. This estimate is based on an architects’ estimate from M/s Madhav Urade & Associates, Engineer, Architects & Govt.
Approved Valuer dated December 08, 2023. The break-down of the expenditure is as set forth below: -
(Rs. In Lakhs)
To Setup a Development Facility in Mihan SEZ, Nagpur
Sr. No. Item Total Estimated Cost Amount already Balance amount
incurred as on January proposed to be
18,2024 funded
Land lease Premium
1. Land 139.62 76.81 62.81
Total I 139.62 76.81 62.81
Cost Bifurcation for the Civil Structural Works & Interior Fit outs
2. Building civil works 1272.30 - 1272.30
3. Electricals and fittings 63.61 - 63.61
4. Glass Fasad work 135.00 - 135.00
5. Plumbing work 38.17 - 38.17
6. Interior design work and 298.62 - 298.62
installation of fit outs
7. Exterior Development and 210.93 - 210.93
Miscellaneous Items including fees of
Architect & Structural Designer

Total II 2018.63 - 2018.63

Total Cost (I+II) 2158.25 76.81 2081.44
Amount proposed to be funded from the Net Proceeds 1518.63
Balance amount proposed to be funded from internal accruals 562.81

The break-down of Tentative Cost Bifurcation of Civil and structural works of approximately Rs. 2018.63 Lakhs towards the
above construction and fit out charges are as follows: -
Sr. Particular Unit Quantity Rate Amount
No. (Rs. In Lakhs)
1 Excavation for foundation in earth, soil of all
types sand, gravel and soft murum, including
removing the excavated material up to a distance
of 50 m. beyond the building area and stacking and Cu. Mt. 799.2 Rs 219.42/- 1.75
spreading as directed, dewatering, preparing the
bed for the foundation and necessary back filling,
ramming, watering including shoring and strutting
etc. complete. (Lift upto 1.5 m.)
2 Excavation for foundation in earth, soil of all
types, sand, gravel and soft murum, including
removing the excavated material up to a distance
of 50 m. beyond the building area and stacking and Cu. Mt. 479.52 Rs 273.48/- 1.31
spreading as directed, dewatering, preparing the
bed for the foundation and necessary back filling,
ramming, watering including shoring and strutting
etc. complete. (Lift from 1.5m to 3.0m)
3 Providing and laying Cast in situ/Ready Mix
cement concrete in M15 of trap/ granite
quartzite/gneiss metal for steps including steel
centering, formwork. laying pumping,
compacting, roughening them if special finish is to
be provided, finishing uneven and honeycombed
surface and curing etc. complete. The Cement Cu. Mt. 140.40 Rs 6795 /- 9.54
Mortar 1:3 plaster is considered for rendering
uneven and honeycombed surface, only. Newly
laid concrete shall be covered by gunny bag,
plastic, tarpaulin etc. (Wooden centering will not
be allowed.), with fully automatic micro processor
based PLC with SCADA enabled reversible Drum
Type mixer/concrete Batch mix plant (Pan mixer)
etc. complete
4 Providing and laying Reinforced Cement Concrete
with 20mm and down graded stone metal
aggregate in all types of work like pile caps, runner
beams, footings, pedestals, rafts, columns, beams,
lofts, slabs, walls, chajjas, facias, staircases,
shelves, bands, equipment foundations Including
vibration, consolidation, finishing. curing etc.
complete but excluding formwork and
reinforcement paid for separately.
For Foundation Cu. Mt. 229.40 Rs 7,636/- 17.51
For Column Cu. Mt. 430.95 Rs 14,817/- 63.85
For Beam Cu. Mt. 499.74 Rs 13,189/- 65.91
For Slab Cu. Mt. 2411.87 Rs 14,977/- 361.22
For Chajja Cu. Mt. 12.19 Rs 14,977/- 1.82
For Waist Slab, and Steps of Staircases Cu. Mt. 9.02 Rs 12,965/- 1.16
For Porch Cu. Mt. 27.30 Rs 14,977/- 4.08

5 Providing fly ash brick masonry with Conventional Cu. Mt. 56.16 Rs 8,259/- 4.63
/ I.S. type bricks in cement mortar 1:6 in sub-
Structure including striking joints, raking out
joints, watering and scaffolding etc. Complete
6 Providing internal cement plaster 12mm thick in
single Coat in cement mortar 1:4 without neeru Sq. m. 9.36 299/- 0.02
finish so concrete or brick surfaces, in all positions
including scaffolding and curing etc. Complete
7 Providing and laying 20 mm thick Sand faced Sq. m. 218.88 686.925/- 1.50
Plaster in CM 1:4 at in two costs to external
surfaces of concrete or masonry including hacking
of concrete surfaces, raking of joints, Scaffolding,
curing etc. complete.
8 Back Filling Cu. Mt. 974.70 457/- 4.45
9 Providing cement based water proofing treatment Sq. Mt. 3196.80 1241.62 39.69
to terraces (Indian water proofing or alike) with
brick bats laid in required slope to drain the water
for any span after cleaning the base surface.
Applying a coat of cement slurry admixed with
approved water proofing compound and laying
the brick bats on bottom layer in C.M.1:5 admixed
with approved water proofing compound filling up
to half depth of brick bats, curing this layer for 3
days, applying cement slurry over this layer joints
of brick bats with C.M.1:3 admixed with approved
water proofing compound and finally top finishing
with average 20 mm. thick layers of same mortar
added with jule fiber at 1 Kg per bag including
finishing the surface smooth with cement slurry
admixed with approved water proofing
compound. Marking finished surface with false
squares of 300mm x 300 mm. making the
junctions at the parapet rounded and tonered too
for required height with drin
10 Filling in plinth and floors with contractor's Cu. Mt. 1957.55 882/- 17.26
approved material /murum in 15 cm to 20cm.
layers including watering and compaction etc.
complete.

11 Providing and fixing in position TMT FE 500 bar

reinforcement of various diameters for R.C.C. pile
caps, footings, foundations, slabs, beams columns, MT 321 Rs 9,6431/- 309.54
canopies, staircase, newels, chajjas, lintels pardis,
copings, fins, arches etc. as per detailed designs,
drawings and schedules, including cutting,
bending, hooking the bars, binding with wires or
tack welding and supporting as required
complete.
12 Providing Second class fly ash brick masonry with Sq. m. 3390.0 Rs 1087.9/- 36.87
conventional/I.S. type bricks in cement mortar 1:4
in half brick thick wall including mild steel
longitudinal reinforcement of two bars of 6 mm
diameter / two hoop iron strips 25 mm x 1.60 mm
at every third course, properly bent and bounded
at ends scaffolding raking out joints and watering
etc. complete.
13 Providing and fixing mild steel grill work for Sq. mt. 64.80 Rs 2254.27/- 1.46
windows, ventilators etc. 20 kg/sqm as per
drawing including fixtures, necessary welding &
painting with one coats of anticorrosive paint &
two costs of oil painting complete.
14 Providing and laying machine cut machine Sq. mt. 57.24 Rs 1552.72/- 0.88
polished machine cut Kota stone slabs 25 to 30
mm thick for treads and risers of steps and
staircases, with rounded 15 nosing for the treads
on a bed of 1:4 cement mortar including cement
float, filling joints with neat cement slurry, curing,
polishing and cleaning etc. complete.
15 Providing and laying vitrified mirror / glossy finish Sq. m. 126.90 Rs 1265.27/- 1.60
tiles of RAK/ Kajaria/ Nitco/ Asian or equivalent
make having size 590 mm to 605 mm x 590 mm to
605 mm off 8 to 10 mm thickness and confirming
to IS. 1562-22006 ( groupBla) of approved make,
shade and pattern for Flooring in required position
laid on a bed of 1:4 cement mortar including neat
cement float, filling joints, curing and clearing etc.
complete.b) Floor
16 Providing and laying vitrified matt finish tiles of Sq. m. 2843.10 Rs 1758.7/- 50.00
RAK/ Kajaria/ Nitco/ Asian or equivalent make
having size 600 mm x to 600 mm of 8 to 10 mm
thickness and confirming IS. 15622-2006 (Group
Bla) of approved make, shade und pattern for
flooring in required position laid on a bed of 1:4
cement mortar including neat cement float, filling
joints, curing and cleaning etc. complete. a) Toilet
Flooring.
17 Providing and laying vitrified mirror / glossy finish Sq. Mt. 10,165.50 Rs 1308.27/- 132.99
tiles of RAK/ Kajaria/ Nitco/ Asian or equivalent
make having size 590 mm to 605 mm x 590 mm to
605 mm of 8 to 10 mm thickness and confirming
to IS. 15622-2006 ( groupBla) of approved make,
shade and pattern for flooring in required position
laid on a bed of 1:4 cement mortar including neat
cement float, filling joints, curing and clearing etc.
complete.b) Wall
18 Providing and fixing M40 grade thick vibrated pull R. Mt. 43.2 650/- 0.27
cast or similar type Concrete frame with chamfer
conforming to IS. 65241983 having 6 mm dia bars
3 Nos. And stirrups @250 mm c/c and fixing in wall
with 6 Nos of hold fast of 12 mm dia bars 500 mm
long including primer and oil painting etc,
complete) frame size 60 mm 100 mm
19 Providing and fixing in position. (as per I.S. Sq. Mt. 29.4 5890/- 1.73
1868/1982) Aluminum sliding window of two
tracks with rectangular pipe having overall
dimension 63.50 x 38.10 x 1.02 mm at weight
0.547 kg Rmt. and window frame bottom track
section 61.85 x 31.75 x 1.20 mm at weight 0.695
kg/Rmt. Top and side track section 61.85 x 31.75 x
130 mm al weight 0.659 kg. Rmt. The shutter
should be of bearing bottom 40 x 18 x 1.25 mmm
at weight 0.417 kg/Rmi. Inter locking section 40 x
18 x 1.10 mm as weight 0.469 kg RezAnd handle
section 40 x 18 x 1.25 mm al weight 0.417
kg/Roma, and top section 40 x 18 x 1.25 mm at
weight 0.417 kg/Rmt. As per detailed drawings
and as directed by Engineer in charge with all
necessary Aluminum sections fixtures and
fastenings such as roller bearing in eylon casting
and self locking catch fined in vertical section of
shuner including 5 mm thick plain glass with all
required screws and nuts etc complete. With
colourAnodising with her.
20 Providing and fixing in position powder coated Sq. Mt. 3.24 3727/- 0.12
aluminum louvered windows / ventilator of
various sizes with powder coating as per detailed
drawing and 22 specifications including aluminum
frames 80 x 38 mm x 1.22 mm box type, 5 mm
thick sheet glass louvers, ofapproved quality etc.
complete.
21 Providing and fixing solid core flush door shutter Sq. Mt. 20.16 3309.92/- 0.66
in
single leaf 32 mm thick decorative type of exterior
gradeas per detailed drawings approved face
veners 3 mmthick on both faces or as directed, all
necessary [Link] and lipping, wrought
iron hold fasts. chromium plated fixtures and
fastenings, with brassmortise lock, chromium
plated handles on both sides, andfinishing with
French Polish esc. complete.
22 Providing and fixing in position Gypsum board Sq. Mt. 5480.15 Rs 1901.67/- 104.21
false ceiling with 12.5 mm thick Gypsum boards,
screwed/fixed to the under structure of
suspended G.1. Grid constructed and suspended
from the main ceiling consisting of ceiling sections
of size 25 x 50 mm maximum center to center
distance of 600 milimetre perimeter channel and
intermediate channels at maximum center to
center distance 1200 millimeter galvanized grid
should be fixed to reinforced cement concrete
slab. The gypsum board should be fixed to
galvanized iron grid with necessary screws. The
boards should be taped and filled from underside
to give smooth, seamless ceiling. The necessary
additional rate should include sections celling and
intermediate channels. Additional intermediate
channels should be fixed to strap hangers for
additional support to prevent strapping at every
1200 millimeter item to be completed in all
respect ineluding necessary sleeves for ducts
finishing of joints cut outs, painting including
labou, material, lifts etc. all complete.
23 Providing and applying Two coats of wall care Sq. Mt. 15,651.12 Rs 90.48/- 14.16
Putty on plastered surface and Ceiling and Walls
to prepare surface even and smooth of approved
make, etc complete
24 Providing and applying plastic emulsion paint of Sq. Mt. 15,651.12 Rs 140.4/- 21.97
approved quality, colour and shade to old and new
surfaces in two coats including scaffolding,
preparing the surface. (including the primer
coat)etc. complete.
Total Amount 1,272.29

Glass Fasad Work 135.00

Electrical Work (5% on Total Amount) 63.61
Plumbing Work (3% on total amount) 38.16
Interior Work (20% on Total Amount) 278.62
a) Furniture work for each IT Engineer’s work Nos 500
table
 b) Chairs Nos 500
c) Centralized cooling system Sq. M 7806
d) Heighted Partition for each cabins Sq. M 1750
e) Furnishing of all cabins Nos. 200 Rs. 5000/- 10.00
I) Chairs
II) Table, conference table, DIAS carpet, Lump Lump Sum -- 10.00
corner table, storage sum
Exterior Development and Miscellaneous Items
a) Compound wall R.m 360.0 Rs. 5500/- 19.80
b) Exterior flooring work Sq.m 4795.0 Rs. 2000/- 95.90
c) Water coolers, Projectors, Printers and 10.00
others miscellaneous
d) Lifts Nos 3 Nos Rs 1200000/- 36.00
1,969.39
Miscellaneous @ 20% (Including 5% supervision 49.23
charges)
Total Amount 2,018.63

Other confirmations relating to the proposed facility.

We have not entered into any definitive agreements with the below vendor and there can be no assurance that the same
vendor would supply at same costs. Payments shall be made in Indian Rupee.
 We have received quotation from M/s Madhav Urade & Associates Engineer, Architects & Govt. Approved Valuer for an
amount of Rs. 2018.63 Lakhs valid for 180 days w.e.f December 08, 2023, has been signed by Mr. Madhav Urade.
 We have received quotation from M/s RAK Projects (P) Ltd. for an amount of Rs. 2078.33 Lakhs valid for 120 days w.e.f
December 08, 2023, has been signed by Mr. Ranjeet Khadakkar.
Particulars Setting-up the Development Facility at Mihan SEZ, Nagpur
Estimated month of
Commencement Completion

Land Acquisition Jan 24 Feb 24

Land Development Feb 24 Mar24
Civil Works
(i) Building civil works April24 Sept 24
(ii) Electricals and fittings Sept24 Nov 24
(iii) Glass Fasad Work Oct24 Dec 24
(iv) Plumbing Work Nov 24 Dec 24
Arrangement of Power (Construction) April 24 April24
Arrangement of Water (Construction) April24 April 24
Order of Hardware March 24 June 24
Electrification & Installation Sept 24 Nov 24
Interior / furniture Nov 24 March 25
Personnel starts working at the premises April 25 April 25

Government and other Approvals

In Mihan SEZ, a streamlined approval process is in place with a single-window clearance system for obtaining both Centre as
well as state approval for setting up unit. All necessary licenses will be applied through MIDC website, ensuring efficiency in
the approval process. The tentative timelines for various government approvals are as follows:
 Material Approvals/ Licenses required Expected Month of
Application Approval
Land Acquisition Completion
1. Final Allotment letter and Execution of Lease agreement December 23 March 24
While construction of civil works
2. (a) Plan Layout-Drawing Approval-Local office - MIHAN March 24 March 24

(b) Construction permission - MIHAN March 24 April 24

On Arrangement of Power, Water, Drainage Connection
3. Temporary connection from Mihan for Power, Water, April 24 April 24
Drainage Connection
On installation of Hardware and Commencement of Operational Deployment
4. (a) Consent of Establishment March 25 April 25
(b) Consent to Operate

2. Investment in procuring hardware

A portion of our capital expenditure will be dedicated to procure additional hardware for the upcoming team to support the
product development work as stated in Object 3 and for the new facility which we intend to construct in SEZ Mihan, Nagpur.
The equipment’s are proposed to be acquired in a ready to use condition and is to be put into operation at any of our premises
after procurement. As per the current plan, development of the Mihan SEZ facility is expected to be completed by April 2025.
Until the facility is fully operational, we will procure hardware in the temporarily rented properties, ensuring that the upcoming
team has desktops readily available for product development work as stated in Object 3 on page no. 93 of the DRHP.

The average expected date of supply of the hardware is approximately 15-20 days from the date of placement of orders. We
propose to utilize Rs. 486.57 Lakhs in the procurement of server, Microsoft license, Antivirus, computer, Networking
accessories, UPS, Generator and Legal software. The estimate cost breakdown is set forth below: -
(Rs. In Lakhs)
Purpose for Fund raised Total Fund Amount to be Amount Amount to be Estimated
Requirement financed from already financed from Utilization of Net
Internal incurred as Net Proceeds Proceeds in F. Y.
Accruals on December 2024-25
31, 2023*
Investment in Procuring 486.57 186.57 Rs. 56.25 300.00 300.00
Hardware
Total [●] 186.57 Rs. 56.25 [●] [●]
*Certified as amount already incurred from internal accruals as on December 31, 2023 by way of certificate dated January 19,
2024 and January 25, 2024, by Peer reviewed auditor of the company, M/s Abhijit Kelkar & Co, Chartered Accountants (UDIN
No. 24178818BKCYBL5772) and statutory auditor of the Issue, M/s. RB Bhusari & Co, Chartered Accountants (UDIN No.
24041230BKEMHW2193).

Details of equipment already purchased out of internal accruals:

Sr. No. Specifications Date Qty/ Per Unit Price Amount which Vendor Name Date/
of Units will be financed and Address Estimate
Purch purch from Internal d date of
ase ased Accruals Delivery
(Rs. in Lakhs)
Computer and Peripherals
1. CPU IntelCi3 10th (10105F), Mbd Asus 08-05- 10 45,339 4.53 Dev Trade 08.05.20
H510 M-E, SSD Wd 480gb Sn 350Nvme, 2023 23
Mos Logitech M90 USB, Kbd Logitech K-
120 USB, Grf Aarvex Gt610 1Gb Ddr3, Cbn
Circle Lil, Tft Lenovo 18.5 (HDMI) & Ram
 Aarvex 8gb Ddr4 Dtp (2666)
2. CPU Intel Ci3- 7 10th, Mbd Asus H510 M-E, 19-07- Lump- 4,25,000 4.25 Dev Trade 19.07.20
Cpu Intel Ci3-7th, MDB Cebronics H110, 2023 sum 23
RAM Aarvex 8GB Ddr4 Dtp, Grf Zebion 2gb
Ddr3 Gt610, Cbn Coconut Cane with Smps,
Kbd Dell Usb b 216 & Tft Lg 20” HDMI
3. Cpu Intel Ci3 10th (10105F), Mbd Asus 19-08- 10 43,601 4.36 Dev Trade 19.08.20
H510 M-E, Ssd Wd 480gb Sn350 Nvme, 2023 23
Cmb Logitech Mkt 120, Grf Aarvex Gt 610
2gb Ddr3, Tft Lg 18.5” (19M38AB) Vga &
Cbn Fingers Babytower
4. Ltp Lenovo 82TTAOOIUH DOS 04-10- 2 14,194.5 0.28 Dev Trade 04-10-
(CI312TH/8/512) & Lenovo Bag pack 2023 2023
5. SS210Z12ZZRCAA XG 210 Webserver 10-11- Lump- 70,700 0.70 CACHE 10-11-
production Renewal, XS210Z12ZZRCAA XG 2023 sum TECHNOLOGI 2023
210 Xstream Protection Reneal- 1 year ES PVT LTD
6. Cpu Intel Ci3 10th (10100F), Mdb Asus 18-11- Lump- 3,83,474 3.83 DEV 18-11-
H510 M-E, Cpu Intel Ci3-7th, Mdb 2023 sum TRADECOM 2023
Zebronicsa H 110, Ram Aarvex 8gb Ddr4
Dtp (2666) Ssd Aarvex 256gb Sata, Grf
Zebion 2gb Ddr3 Gt610, Cbn Coconut cane
with Smps, Kbd Dell Usb Kb216, Mos Dell
Usb Ms116 & Tft Lg 20" (20M39H) HDMI
7. Ram, SSD, electrical material, Lan cable & Various Lump- 38,28,389.44 38.28 Various Various
connector, UPS and battery, connector, Dates sum Vendors Delivery
electrical light, Lenovo TFT, Lenovo CPU, dates
computers, CPU, chairs, connector, SSD,
coconut cat, cupboard, other
equipment’s, UPS & Batteries, Pendirve,
Kolors kbc plate, cables, hawells
capasitors and other materials, Switch
regulator, Swith, socket tape roll and
electricasl material
Total 56.25

Details of Hardware for which orders are yet to be placed:

The details of the equipment proposed to be acquired by us, and the proposed schedule for their acquisition is given below: -

Sr. No. Specifications Qty/ Units to be Per Unit Price Total Estimated cost*#
purchased Amount in Lakhs
Computer and Peripherals
1. Lenovo make commercial Desktop: - Intel
Core i3 (12th Gen), 8GB RAM, 512 GB SSD
455 34,000 154.70
hard disk, Keyboard, mouse, 18.5 “TFT
monitor.
2. Windor 11 (Professional) operating system 434 13,000 56.42
3. 48 Port Gigabyte (Digisol make) network
10 38,500 3.85
switch (manage)
4. 42U server rack with accessories (Net rack
3 46,500 1.40
make)
5. 6u wall mount network rach (netrack) 5 4,350 0.28
6. 24 Port patch panel (Digisol) 24 2,200 0.53
7. 120 KVA UPS (Vertiv make) 2 20,05,000 40.10
8. 20 KVA UPS (Vertiv make) 2 8,50,000 17.00
 9. 200 KVA generator (Kirloskar make) 1 23,50,000 23.50
10. Visual Studio 47 35,000 16.45
11. Lenovo/Dell Make rack server: Intel Xeon
16 core gold processor, 512 GB RAM, 4 tb
7 4,97,500 34.83
SSD Hard disk (2no.), RPS (2no.), HBA
supported card 16 GBm RAID 01.
12 Lenovo/Dell Make rack server: Intel Xeon
16 core gold processor, 512 GB RAM, 4 tb
2 4,72,000 9.44
ssd Hard disk (2no.), RPS (2no.), HBA
supported card 16 GBm RAID 01.
13 Microsoft window server std. 2022 15 75,500 11.32
14 Microsoft SQL server std 2022 core base
16 2,80,000 44.80
(2core) license
15 Microsoft window server std 2022 cal
405 2,700 10.93
license
16 Quick heal End point security anti-virus 474 975 4.62
17 Quick Heal (server edition) 15 1,400 0.21
Total Estimated Project Cost 430.32
Note-
#GST or any other applicable tax shall be paid from our internal accruals. The quotations are subject to additional costs
including freight, transportation costs as applicable shall be paid out of Internal Accruals.
*Excluding the GST and any other applicable taxes
*Below are the Quotations obtained:
 The above Quotation is an extract of Quotation obtained from M/s Unlogic Systems (India) Pvt. Ltd for an amount of Rs.
430.32 Lakhs valid for 120 days w.e.f December 30, 2023, has been signed by Mr. Nilesh Bondade.
 We have received quotation from M/s Datawise for an amount of Rs. 435.25 Lakhs valid for 120 days w.e.f December 30,
2023, has been signed by Mr. S.S. Chaudhary.

The Quotation received from the vendor mentioned above is valid as on the date of this Red Herring Prospectus. However, we
have not entered into any definitive agreements with any of the vendor and there can be no assurance that the same vendor
would be engaged to eventually supply the above Hardware or at the same costs. The actual cost of procurement and actual
supplier/dealer may vary. The Hardware models and quantity to be purchased are based on the present estimates of our
management. The Management shall have the flexibility to revise such estimates (including but not limited to change of vendor
or any modification/addition/deletion of machineries or equipment) at the time of actual placement of the order. In such case,
the Management can utilize the surplus of proceeds, if any, arising at the time of actual placement of the order, to meet the
cost of such other machinery, equipment or utilities, as required. Furthermore, if any surplus from the proceeds remains after
meeting the total cost of machineries, equipment and utilities for the aforesaid purpose, the same will be used for our general
corporate purposes, subject to limit of 25% of the amount raised by our Company through this Issue.

The quotations relied upon by us in arriving at the above cost are valid for a specific period of time and may lapse after the
expiry of the said period. Consequent upon which, there could be a possible escalation in the cost of hardware proposed to
be acquired by us at the actual time of purchase, resulting in increase in the estimated cost. The quantity of hardware to be
purchased is based on the present estimates of our management. All quotations received from the vendors mentioned above
are valid as on the date of this Red Herring Prospectus. If we engage someone other than the identified third-party vendors
from whom we have obtained quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for
the items listed above may differ from the current estimates. No second-hand or used hardware is proposed to be purchased
out of the Net Proceeds. Also, Orders for 100.00% of the total proposed servers, computers, Microsoft licenses amounting to
Rs. 430.32 lakhs are yet to be placed.

The expenditure on hardware acquisition is strategically tied to our human resource recruitment plan. Hardware purchases
will align with the recruitment timeline, ensuring a timely and efficient scaling of resources. Following is the tentative schedule
for the placement of orders in relation to the procurement of equipment proposed below:
 (Rs. In Lakhs)
Procurement of Hardware Amount to be utilized

May- November (amount already spent) Rs. 56.25

April, 2024 Rs. 145.62
May, 2024 Rs. 82.92
June, 2024 Rs. 79.15
October-2024 Rs. 36.69
January-2025 Rs. 85.94
Total Rs. 486.57

3. Funding for expenditure related to enhancement and upgrading existing Product development

We are engaged in Core Banking Software, IT Solutions, ERP Implementation and Customized Software Solutions Development,
SAP B1 and Offshore IT services for the BFSI sector with a focus on delivering secured core banking solutions, our Product
development Team (viz. Developers, DBA, Quality Analyst team) comprising of 101 employees through its core competencies
continuously developing/upgrading its software’s. We have invested in developing more than ten (10+) banking related
products for commercial, cooperative Banks and Financial Institutions which comprise of Core Banking Software, Loan
Origination software, GST compliance software, Financial Accounting & Billing Software, GST Suvidha provider, SAP B1 Services
(for Implementation, Support and Add-on Development), Various add-on modules for Statutory Report Generation, ATM
Reconciliation, Anti-Money Laundering, Agency Banking, Mobile Banking leveraging end to end solutions to address the
evolving needs of banking Solutions.

Our technology driven products and services i.e Core Banking System represent our core competency and are our key
competitive advantage. To remain competitive, we do continuous improvement in Existing Product Development has enabled
us to introduce upgraded/modified product range. We are confident in our ability to provide cutting-edge solutions that meet
the complex and dynamic needs of the BFSI industry. As product innovation is at the core of our growth, we emphasize on
constant innovation and enhancing our products, including our technology stack. We constantly endeavour to develop our
existing portfolio. We strive to create enterprise specific solutions for our customers, upgrading the existing technology
including in-house software and solutions. We invest a significant amount in enhancing the Banks experience and adapting to
ever changing regulatory compliances for the BFSI sector.

We have around 101 employees in the product development team, which is approximately 38.40% of our overall employee
strength, and we intend to add more capable and experienced employees in the product development team, in order for us
to make better products and solutions.

Since inception, our company’s vision has been to cater differentiated solutions in digital transformation space. Our team in
order to achieve this vision, has devised and developed a product portfolio consisting of products namely, TrustbankCBS,
MicroFinS, TrustLOS, SoftGST, TrustFAB and add on modules i.e TrustADF, SoftRecon, TrustAML, TrustMB which cater to
differentiated needs of our end users. We have invested in large technical teams with relevant skill sets to build, support and
manage our existing products and have also invested in the required tools and platforms to make such existing products user
friendly and easily available to our end users. This can be demonstrated through the capital expenditure incurred by us on
intangible assets development i.e., Software development in the preceding three years. A break-up of the capital expenditure
incurred on intangible assets for the period ended on September 30, 2023, for the financial years ended on 2023, 2022, 2021
has been provided below:
(Rs. In Lakhs)
Particulars For the period ended Financial year Financial year Financial year
on September 30, ended March 31, ended March 31, ended March 31,
2023 2023 2022 2021
Rs. In %of Rs. In %of Rs. In %of Rs. In %of
Lakhs revenue Lakhs revenue Lakhs revenue Lakhs revenue
 from from from from
operations operations operations operations
Expenditure incurred on 587.93 31.24% 437.93 19.43% 262.81 14.90% 262.81 10.97%
Intangible Assets under
Development: Software
Development
Cost break-up is given below:
Employee cost 328.45 17.45% 298.13 13.22% 164.58 9.33% 156.85 6.55%
Purchase of 259.48 13.79% 139.80 6.20% 98.23 5.57% 105.96 4.42%
software/service
licenses/lease

Our company in order to achieve consistent growth needs to continuously invest in our Product development team and
resources to develop, enhance, customize the existing products. We propose to utilize Rs. 1767.60 Lakhs in the development
or enhancement of our existing software. we will need to hire large technical teams with right skillset to manage this software.
The break-down of the expenditure is as set forth below: -
(Rs. In Lacs)
Purpose for Fund Total Fund Amount to be Amount Amount to be Estimated
raised Requirement financed from already financed from Utilization of
Internal incurred as Net Proceeds Net Proceeds in
Accruals on December F. Y. 2024-25
31, 2023*
Funding for 1767.60 267.20 229.51 1500.40 1500.40
expenditure related
to Enhancement of
Existing Software
Development
Total [●] 1093.39 229.51 [●] [●]
*Our company has deployed Rs. 229.51 from internal accruals as on December 31, 2023 by way of certificate dated January
19, 2024 and January 25, 2024, by Peer reviewed auditor of the company, M/s Abhijit Kelkar & Co, Chartered Accountants
(UDIN No. 24178818BKCYBL5772) and statutory auditor of the Issue, M/s. RB Bhusari & Co, Chartered Accountants (UDIN No.
24041230BKEMHW2193).

Details of Software identified for enhancement:

We intend to utilize Rs. 1767.60 Lakhs from the internal accruals and Net Proceeds of the Offer in Fiscal Year 2025 towards
investment in product development or updating existing products as mentioned below:

We have developed and productized the “TrustBankCBS”, “TrustLOS”, “SoftGST” product (“Existing Product”) and are looking
further to enhance its capabilities by adding more functionalities in existing CBS, Loan Origination Solution, GST Software and
Back-office module which are as follows:

Enhancements and development to be made in our “TrustBankCBS”

1. RBI Statutory Compliance Reporting (Reporting Tool):

We are actively developing the reporting tool to generate various reports mandated by the RBI. A significant investment of Rs.
75.40 Lakhs has already been incurred to this development as on January 20,2024 constituting a part of the total of Rs. 214.10
Lakhs. So, it is a reporting tool to generate various reports mandated by the RBI. Currently in most of Banks all the reports are
being generated manually in excel which is a tedious task, requires more human resources and are prone to errors. We have
implemented an automated solution to it through this software. Currently this reporting tool is integrated to our existing
product TrustBankCBS. This shall be productised as a standalone software which can be integrated with our TrustBankCBS as
well as any other CBS available in the Market. We are creating a separate databank(database) to help generating these
compliance reports to avoid burden on the existing database which is used for production environment (which helps day to
 day bank transactions).

Challenges in current reporting software: In present system, client master data and balance related data for report is taken
from transactional system (real time) transaction database. When user access large report such as NPA, Balance sheet, overdue
etc more system resources such as memory and processing is used in transactional system thereby putting pressure on
transactional system. As a result, system gives sluggish performance for retail users. It is observed that the digital transaction
such as UPI, IMPS, ATM have more decline rate when system resources and engaged in generating large reports.

To Mitigate the digital transaction decline due to heavy load on database, we are planning to creating a new version i.e
separate databank(database) in which all data will be taken from databank i.e. staging database
• The report format and logic will remain same.
• The data fetching is currently done through a service and all reports are generated from Databank. At present, some data is
fetched from transactional database (system) and some from Databank. This service for fetching data from our own system
will be atomised using scheduler.
• Will enhance data analytics and useful dashboards from databank staging table.

It will hugely mitigate the transaction failure, compliance reporting on time and etc. The Reporting Tool will be changed as per
the compliance applicable to Banks depending upon constitution / type and size of Bank. Although the reporting formats and
logic for all type of Banks in India is more or less the same except few logical calculations. Further Few additional information
is required from large commercial banks. The Banks which are required to comply with RBI includes Commercial Banks, Large
Private Banks, Small Finance Bank, Payment Bank, DCCB, Scheduled Cooperative Banks and Cooperative Banks. Once Separate
reporting tool is prepared for compliance reporting, service for fetching data from third party CBS Software will be developed
product wise. Data fetching service (software) for each product will be developed so that this reporting tool can be used with
any CBS.

2. TrustBankCBS Customization for Credit Unions in North America USA

Please note that our company is already serving to clients at North America Region, please read the Business Chapter titled
“Geographical Wise Revenue Breakup” at page no. 162 of the DRHP, to know more about the business of the company, and its
income from foreign clients.

Customization Areas: The Basic Core banking remains the same. We have identified six areas for the customization in our
TrustBankCBS to make it localised for the North America region as follows:-

a) KYC i.e integration with social security API: - This integration ensures that banks/credit unions can verify the identity of their
customers accurately and efficiently by accessing official government databases. It helps banks comply with regulatory
requirements, mitigate the risk of identity theft and fraud, and enhance the overall security of their banking operations, Within
the CBS software, the KYC module typically includes functionalities to collect, store, and verify customer information, such as
personal details, identification documents, and biometric data. Integration with social security APIs allows the software to
automatically validate customer-provided information against official records maintained by government agencies, such as the
Social Security Administration in the United States.
b) Wire transfer integration like we have RTGS / NEFT integration with NPCI in commercial Banks in India.
c) User Interface label changes and some charges Configuration as per their rules and policies.
d) Integration with Compliance reporting tool customised as per requirements of the State, federal, IRS policies.
e) Integrating CBS (Core Banking Solution) software with credit bureaus through simple API integration is a common practice for
banks seeking to streamline credit assessment processes, enhance risk management, and ensure regulatory compliance.
Integration with Credit bureau to fetch the customers lending records and cibil scores to mitigate the credit risk.
f) Credit Card / Debit Card integration through Switch for seamless payment processing: Integrating credit card and debit card
transactions through a switch, local settlement bank integration, and reconciliation mapping within their CBS software, banks
in North America can offer seamless and secure card-based payment services while ensuring compliance with regulatory
standards enforced by entities such as the Federal Reserve, the Consumer Financial Protection Bureau (CFPB), and card
networks.

3. CBS customization for NBFC in INDIA

 We are looking for the customization of the existing CBS i.e "TrustBankCBS" to capture the Mandated CBS requirements of
NBFCs, in response to the Reserve Bank of India's circular No. RBI/2021- 22/175 dated February 23, 2022 which mandates that
NBFCs with 10 or more fixed-point service delivery units must implement a Core Financial Services Solution by September 30,
2025.

Our company is actively developing TrustBankCBS for NBFCs. A significant investment of Rs. 39 Lakhs has already been incurred
to this development, constituting a part of the total of Rs. 160.30 Lakhs to be incurred. We anticipate being fully prepared to
cater to NBFCs by July 2024, aligning with the opportunity of mandatory CBS requirement. Currently, customized TrustBankCBS
system has been implemented at one of the public sectors NBFC i.e Nabfins Ltd. which is involved in microfinance and direct
lending for non-collateral (unsecured microfinance Lending) which includes lending to Joint Liability Group (JLG) and Self-Help
Group (SHG). So, we are customizing TrustBankCBS for Deposit taking NBFCs and for non-deposit taking as well as that will be
a comprehensive end-to-end solution. The goal is not only to meet regulatory requirements but to provide extensive and
efficient solution that caters to the unique needs of NBFCs. This strategic initiative positions our company in the evolving CBS
market for NBFCs in India. For the Current Progress and Investment refer below table: -

Total Fund Amount to be Amount Stage of Tentative Whether new Whether new
Requirement financed from already the Timelines developed developed
(Rs. In Lakhs) Internal incurred as on Product as for features to be features will
Accruals January on date Completion offered Free of generate
(Rs. In Lakhs) 20,2024 cost to existing revenue form
(Rs. In Lakhs) customer new clients
Rs. 160.30 Rs.45 Rs. 39 Approx. By July, We have only Yes, for NBFC it
30% 2024 one NBFC shall be offered in
customer i.e. CAPEX and OPEX
NABFINS. We SAAS mode
will provide and
charge for the
new version
CBS which is on
latest
technology on
SAAS basis to
our existing
customer.

Current Scenario
 NBFCs in India currently use multiple software for various functionalities, leading to duplication and lack of integration.
 The integrated solution will provide value by eliminating the need for multiple, disconnected software solutions.

Components to be used from Existing CBS

 Admin module, administrative rights, password policy

 Account opening (all types of deposit and loan accounts)
 Various loan and deposit scheme parameterization
 Report writer
 Database design
 Interest Calculation
 NPA identification, marking
 Loan origination
 API integration for PAN, AADHAR integration
 C-KYC

New Development under process: Complete Restructuring, Reorientation of software as per Business process, work flow in
 NBFC.

 The integrated solution to provide Loan origination, loan management, deposit and fund management, Loan servicing Recovery/
collection management using TAB Banking.
 Online digital Payment integration.
 Integration with Commercial and Large Private Banks for collection and payout (loan servicing) NACH mandate creation and
NACH integration for loan servicing.
 Transaction reconciliation with Partner Bank / settlement Bank.
 RBI Compliance reporting for NBFC
 Some components such as customer on boarding (recently RBI have mandated C-KYC for NBFC same as Banks), Interest
calculation and posting, NPA Delinquency management, will be reused from original CBS software.
 CBS customization for NBFCs is built on the latest technology stack, including MS SQL Server 2022, [Link] framework 4.8,
JavaScript, and C#.

4. Customization additions in Back-office modules

Apart from providing core banking solution through TrustBankCBS, we are planning to assist them in their Back Office tasks
through back-office module software:

Components used from existing CBS: Admin module and report writer will be common for all modules
 Admin module, administrative rights, password policy
 Report writer
 Interest Calculation
 NPA Data

For the Current Progress and Investment refer below table: -

Total Fund Amount to be Amount Stage Tentative Whether new Whether new
Requirement financed already of the Timelines developed developed features
(Rs. In Lakhs) from Internal incurred as on Product for features to be will generate
Accruals January as on Completion offered Free of revenue form new
(Rs. In Lakhs) 20,2024 date cost to existing clients
(Rs. In Lakhs) customer
Rs. 267.2 Rs. 50 Rs. 47.11 Approx. By July, We will be YES, it will be
25% 2024 charging extra offered to other
premium from banks who are not
existing clients using our CBS on
CAPEX mode

New Development under Process: -

 New Development in NPA Recovery Management: Key components of NPA recovery include:
 Data Centralization, Automated Classification, Workflow Automation, Communication Tools, Customizable Workflows,
Document Management, Analytics and Reporting,
 Integration Capabilities with core banking systems, CRM platforms, credit bureaus, and other third-party data sources.
Activity Calendar.
 Compliance Management: Ensuring compliance with regulatory requirements such as RBI guidelines (for Indian banks),
SARFAESI Act, GDPR, etc., through built-in compliance checks, audit trails, and reporting features.
 Dash Boards for Department Head and Top Management
 Pre-defined reminders using SMS and Email service for exceptions and to do list from Calendar.

 Procurement Completely new Development: For this development, Design from our ERP Software will be taken with some
database procedures
 Procurement will have all standard flow starting from purchase requisition, purchase order, goods receipt note (GRN), goods
return, approval processes, and GST-related postings for input tax and TDS.
  Fixed Assets will offer standard functionalities including asset creation, transfer, retirement, and scrap generation with
associated accounting entries. Additionally, it will support asset revaluation, subsidy handling, barcoding, physical
verification, depreciation calculations, Fixed Asset Register (FAR) reporting, and other management information system
(MIS) reports. The module functionality shall also cover asset AMC, warranty, and insurance details, with automated alert
notifications for AMC and insurance renewal reminders.
 GST compliance, Audit & Compliance.

 HR Payroll System: It will manage employee information (validate information), calculates salaries and deductions, ensures tax
compliance, facilitates direct deposits, allow employees to access their pay information, generates reports for regulatory
purposes, integrates with accounting systems, maintains security, and provides audit trails for transparency.
 It will include Time and Attendance Tracking, Garnishments and Deductions: Multi-State Payroll, Customizable Payroll
Reports, Automatic Updates and Compliance Mobile Accessibility, Geo tracking, Leave Management, Expense
Reimbursement, Employee Loans and Advances Employee Performance Incentives, Benefits Administration, Compliance
Reporting, Integration with Accounting Systems Security and Confidentiality, Audit Trails.

 Enhancements in Digital Banking: TAB Banking, Mobile Banking, WhatsApp Banking: - Existing API will be used to fetch data
from CBS which will be used to create following additions in existing mobile app and TAB banking. Although, WhatsApp Banking
is totally new development.
 Digital banking solutions are essential for banks to provide a seamless experience across all devices. Mobile banking includes
integration with multiple IMPS switches, enhanced security as per latest circular form RBI for Android & iOS apps, BBPS and
UPI integration, addition of Positive Pay to mobile passbook.
 WhatsApp banking integrates the messaging platform to offer services like account information, transactions, service requests,
notifications, and customer support directly through WhatsApp.
 TAB Banking stands for "Tablet Banking," which refers to banking services accessed through tablet devices. It allows Bank’s
Business correspondent to perform various banking activities such as Customer on boarding, account opening, checking
account balances, transferring funds, paying bills, applying for loans, and more, using a tablet device instead of a traditional
computer or visiting a physical bank branch.

 Shares: For a cooperative bank, managing member shares involves several key functions, including member creation, shares
transactions, dividend calculation, and generating shares certificates and reports.
Existing features
 Features of Shares: Member Creation, Shares Transaction, Dividend Calculation, dividend posting/ servicing, shares surrender,
shares transfer, MIS Reports.
New ADDITION
 Dividend payout through various options i.e Transfer to own Saving Bank A/C, Dividend Warrant printing, Transfer to other
Bank account using NEFT.
 C-KYC for shareholder, we have to do some modification in existing CKYC only.
 Compliance Reporting for election process in cooperative organization
 Local Language voters list, all reports required for local language shall be customized using google translator

 QR code-based two-factor authentication (2FA): Existing calling and connecting procedure to CBS used for OTP based
authentication shall be used rest all will be a new development.

(2FA) is a security method that adds an additional layer of verification to the traditional username and password login process.
It involves using a mobile device or another authenticator app to generate a one-time password (OTP) in the form of a QR code,
which the user then scans using a compatible application or device.
 Workflow for implementing (2FA) in a banking software system involves User Enrolment, QR Code Generation, QR Code
Presentation, QR Code Scanning, OTP Generation, Login Process, OTP Verification: during login includes Access Granted,
Session Management, Recovery and Support.
 Benefits include Enhanced Security, Ease of Use, Offline Access, and Reduced Risk of Phishing.

 IMPS and UPI Switch white labelling and offering as Switch. This will be a Completely new Development
 IMPS (Immediate Payment Service) and UPI (Unified Payments Interface) are two popular payment systems in India. IMPS
facilitates instant fund transfers 24/7, while UPI offers seamless transactions via a mobile app. Banks can integrate these
services into their systems, rebrand them, and offer them to customers. This involves incorporating APIs provided by NPCI
(National Payments Corporation of India) and ensuring compliance with regulations for security and reliability).
  White Labelling IMPS and UPI Switches allows us to rebrand IMPS and UPI switches provided by third-party switch providers,
offering these services under our own brand with this we can charge per transaction fee from the bank. This enhances brand
visibility and customer loyalty without the need to manage technical infrastructure, connectivity, or regulatory compliance,
as these aspects are handled by the switch provider.

 API Aggregation:

 At present we are doing PAN, AADHAR and GST authentication. Same functionality will be used in API Aggregation.
 New development: Creating portal for taking all APIs (PAN Verification, AADHAR verification, driving license verification, GST
verification, CIBIL score etc) and providing online billing for consumption of API.
Customer billing portal will be developed which will have pre-paid, self-service login for each customer. The customer will
know its consumption of API on daily basis and it will maintain balance with us by paying online every week, thereby minimum
balance will be maintained by customer with us. We shall be giving weekly invoice based on consumption of API. Every API
will have different rate as per agreement with respective client.

5. CBS For Credit union in South America Version (Spanish Version)

Usage from existing CBS software

Admin module, administrative rights, password policy
Retail Transactions
Product creation (Deposit and Loan)
Report writer
Interest Calculation
Basic Reports

New Changes for Spanish Version

The Basic Core banking remains the same. We have identified six areas for the variations in business process / operations
those needs to be localized in TrustBankCBS to make specific Version for South America region: -

a) KYC i.e integration with social security API, this shall be specific to country, similar we have done earlier in one of the projects
in North America.
b) Fund transfer / Wire transfer integration. We have done RTGS / NEFT integration with NPCI in commercial Banks. This involves
API integration which is fairly simple.
c) User Interface label changes and some charges Configuration as per their rules and policies.
d) Integration with Compliance reporting tool customised as per requirements of Compliance reporting (State, federal, IRS)
e) Credit bureau integration to streamline credit assessment processes, enhance risk management, and ensure regulatory
compliance. (Simple API integration, which we have also done in India in the current version of CBS)
f) Debit Cards / ATM switch Integration for seamless payment processing.

For the Current Progress and Investment refer below table: -

Total Fund Amount to Amount Stage Tentative Whether new Whether new
Requirement be financed already of the Timelines developed developed
(Rs. In Lakhs) from Internal incurred as on Product for features to be features will
Accruals January as on Completion offered Free of generate revenue
(Rs. In Lakhs) 20,2024 date cost to existing form new clients
(Rs. In Lakhs) customer
Rs. 159.5 Rs. 50 Rs. 48 Approx. By No, it will be Yes, from the
20% November, offered to all Credit unions in
2024 together new north America.
clients in north
America

6. Risk Management Using AI: We currently generating exception/alerts through CBS on pre-configured set points. We currently
have exception/ alerts for
 1) customer profile/ master data
2) Exception for transactions, cash, ATM location, bulk deposit, bulk withdrawal, bills payments, third party payments etc
3) Compliance / documentation exception / delays
4) Suspicious transactions related alerts

This will be a new development which will be offered with existing CBS with some additional license fees. These alerts shall be
captured using data logger. This data will be provided to machine learning. The data will be taken from client CRM system,
transactional system and some may be keyed in by user some data which is not available in system shall be, so to provide user
interface to provide this data. Based on various algorithms this data will be analyzed using machine learning (ML) and AI which
can predict possible leakage in revenue, probable NPA, Compliance issues etc. This is a global requirement and the product
made can be clubbed with offerings in any of customized CBS solutions.

We are planning to develop Risk Management Using AI. A Risk Management Using AI will be a software which will be designed
solution to help banks and financial services to effectively manage risks. It will help in identifying, assessing, and mitigating
potential risks that could impact the stability, solvency, and profitability of financial institutions. Effective risk management is
essential to maintain financial stability and protect the interests of stakeholders, including depositors, investors, and policy
holders.

 AI will be used in credit risk management pre disbursement i.e. origination stage and post disbursement i.e. Loan Management
/ service stage is prime importance.
 RBI have mandated all Banks to put forward proper risk management policy and the software by 2025.

In new risk management following steps will be there

 Event identification
 Event logger
 Scheduler to pull data
 ML machine learning data
 predictive analysis using AI
 credit risk analysis
 operational risk analysis
 Business risk analysis
 cyber risk analysis based on various abnormal connections, access at router / network

For the Current Progress and Investment refer below table: -

Total Fund Amount to Amount Stage of Tentative Whether new developed Whether new
Requirement be financed already the Timelines features to be offered developed
(Rs. In Lakhs) from incurred as Product for Free of cost to existing features will
Internal on January as on Completion customer generate
Accruals 20,2024 date revenue form
(Rs. In (Rs. In Lakhs) new clients
Lakhs)
Rs. 147.1 - - Nil By No Existing Client as it is a YES, it will be
September, new development, but it offered to
2024 will be offered to all the other banks
existing clients with extra who are not
charges as the RBI using our CBS
mandated risk on CAPEX
management to be mode
incorporated by all co-
operative banks by April
2024.

Our company has analyzed that there are six types for risk assed for every account, this includes: -
 1) Business Risk: Our Software will check Constitution of Business, Business Experience in years, Activity, Length of relationship
with Bank, Nature of Banking
2) Market Risk: We will provide user interface to enter globally / locally available relevant market research data regarding
Growth potential in concern industry, number of Impact of cyclic fluctuation on sales
3) Operational Risk: Our Software will check Submission of Monthly Data, operations in account, Servicing of interest, Account
Turnover, Return of cheques, Cash Transactions in account
4) Credit Risk- Our Software will check Repayment of installments, Balance period / Tenure of loan, Collateral Security, Value of
Collateral security
5) Legal Risk: We will provide user interface for other data related to customer which is not available in CBS such as Insurance
cover, Documentation, Accounting Quality
6) Financial Risk: We will provide user interface for other data related to customer which is not available in CBS such as
Profitability, gross profit, net profit, Current Ration, sales / income growth, growth in PAT, Growth in Net worth

Hence, we will offer following key features through our Risk Management using AI.

 Efficient Detection: AI surpasses rule-based methods in efficiently detecting suspicious transactions.

 Machine Learning Approach: Utilizes machine learning for creating accurate models based on historical data.
 Learning from Past Incidents: One of the key features is the ability to learn from historical data, improving accuracy over time.
 Identification of Relationships: Capable of spotting and understanding relationships and similarities between data points.
 Anomaly Detection: Applies anomaly detection to identify events that deviate from expected patterns in a dataset.
 Supervised or Unsupervised Learning: The system can learn with or without supervision, enhancing flexibility in the learning
process.
 Improved Breadth of Detection: Enhances the breadth of detection by uncovering new risk patterns and potential threats.
 Complex Event Prediction: Learns to detect anomalies, classify, and predict specific events, even in complex scenarios.
 Overcoming Human Limitations: Surpasses human capabilities in handling complexity and subtleties often overlooked.
 Efficient Handling of Obviousness: Addresses the complexity and obviousness of data, improving overall detection accuracy.

7. Universal digital Reconciliation

We are planning to create a separate software for universal digital reconciliation to automate reconciliation. Universal Digital
Reconciliation (UDR) aims to streamline and automate reconciliation processes across various digital transaction channels like
ATM, IMPS, and UPI, even when they are tightly coupled with an existing Core Banking System (CBS). Despite integration
challenges with Core Banking Systems (CBS), UDR effectively aggregates and standardizes transaction data from multiple sources,
employing sophisticated algorithms to ensure accurate matching across channels. It provides real-time monitoring to quickly
identify and address discrepancies, while maintaining integration with CBS for validation. We will offer it as a separate module
for universal reconciliation which we can further offer Reconciliation as a service or on-premise mode to multiple banks who has
opted for our CBS or any other CBS service from other vendor but they want this enhancement on their software.

Components used from existing software

 Admin module, administrative rights, password policy
 CBS Transaction file Transactions
 File and field mapping program
 DATA extraction program
 NPCI file conversion program

Overview of UDR Functionality: - New addition which will be done by our company in this development.

 Data Aggregation: UDR consolidates transaction data from various sources, utilizing standardized methods for data extraction
from systems, including those tightly integrated with CBS.
 Normalization and Standardization: It ensures data consistency in proper format or structure by normalizing and standardizing
transaction information, facilitating easy comparison and reconciliation across channels.
 Automated Matching: Advanced algorithms automatically identify matches across transactions by comparing key attributes,
streamlining the reconciliation process.
In case of ATM various cases such as CASH not dispensed but debited from account. Cash dispensed but not debited to account,
less cash dispensed etc can be settled quickly using daily reconciliation.
  Real-time Monitoring: UDR actively monitors transactions flows in real-time to detect discrepancies, Automated alerts and
notifications are generated to flag potential discrepancies for prompt investigation and resolution.
 CBS Integration: it remains integrated with the existing CBS for validation and updates with CBS. UDR can validate reconciled
transactions against the CBS records to ensure accuracy and consistency.
 Enhanced Reporting: UDR provides enhanced reporting and analytics, offering insights into transaction trends, reconciliation
outcomes, and performance metrics. These reports complement existing CBS reporting functionalities, providing a
comprehensive view of digital transaction reconciliation processes.
 Customization and Configuration: UDR Flexible settings allow banks to tailor reconciliation workflows, exception processes, and
rules to meet specific their specific needs, even within complex CBS environments.
 Scalability and Adaptability: Designed to handle high volumes of data, UDR adapts to increasing transaction volumes and
regulatory changes, ensuring efficient reconciliation across multiple digital channels.
 UDR can efficiently reconcile transactions across multiple channels within the existing CBS infrastructure, accommodating
growing transaction volumes and evolving regulatory requirements.

For the Current Progress and Investment refer below table: -

Total Fund Amount to Amount Stage Tentative Whether new Whether new
Requirement be financed already of the Timelines developed developed features will
(Rs. In Lakhs) from Internal incurred as on Product for features to be generate revenue form
Accruals January as on Completion offered Free of new clients
(Rs. In Lakhs) 20,2024 date cost to existing
(Rs. In Lakhs) customer
Rs. 129.60 - - Approx By August, We will be YES, it will be offered to
10%* 2024 charging extra other banks who are not
premium from using our CBS on OPEX
existing clients mode
* Company has expended Rs. 12 Lac uptill now.

Enhancements and development to be made in our “TrustLOS”

8. Loan Origination for North American Market

We are customising our current Loan Origination System (LOS) software i.e “TrustLOS” for the loan origination to make it for the
North American Market. Loan origination software in the North American market which will involves the process of applying for
and initiating a loan. This process typically includes several steps: Pre- Applications, Application Submission, Underwriting, Approval
or Rejection, closing, Funding, Repayment.

Components used from existing LOS

Data base design, 80% of user interface, work flow, decision making calculation engine, product configuration tool, exception
handler, admin module

New Development
The current Loan Origination System (LOS) software i.e “TrustLOS” shall be restructured, reoriented considering US compliance,
data, workflow, and regulatory requirement to make it plug and play North American Market. The typical process for SME loans in
USA includes steps such as Pre- Applications, Application Submission, Underwriting, Approval or Rejection, closing, Funding,
Repayment.

a) KYC i.e integration with social security API, state-wise driving license. API are used to integrate with application for completing
KYC of borrower/ customer. It involves KYC process, borrower applies for a loan, they provide personal information such as
their name, Social Security number (SSN), date of birth, and other relevant details. The loan origination system then uses this
information to query the Social Security Administration's API, driving license API and validates the person.
b) Credit bureau integration (Simple API integration). Integrating with credit bureaus APIs by which lenders can efficiently assess
the creditworthiness of loan applicants, make informed lending decisions.
C) Payment gateway integration for collection of fees/ charges / processing fees. This involves API integration with payment
 gateway services like Fiserv. Integrating a payment gateway into a loan origination system allows lenders to collect various fees,
charges, and processing fees associated with loan applications and disbursements.
D) User Interface label changes and some charges Configuration.
E) Compliance reporting (State, federal, IRS): Compliance reporting within a loan origination system involves ensuring that the
system generates and submits required reports to various regulatory bodies, including state agencies, federal authorities, and
the Internal Revenue Service (IRS).
F) Hosting solution on Snowflake platform/ Azure/ AWS: - Hosting a loan origination system on cloud platforms like Snowflake,
Azure, or AWS offers numerous advantages in terms of scalability, reliability, security, and cost-effectiveness. Hosting partner
remains responsible for data privacy, data protection, encryption etc.

For the Current Progress and Investment refer below table: -

Total Fund Amount to Amount Stage Tentative Whether new Whether new
Requirement be financed already of the Timelines developed developed
(Rs. In Lakhs) from Internal incurred as on Product for features to be features will
Accruals January as on Completion offered Free of generate revenue
(Rs. In Lakhs) 20,2024 date cost to existing form new clients
(Rs. In Lakhs) customer
Rs. 181.40 - - Nil By No Existing It will be offered
September, Client on SAAS per case
2024 basis on Azure
Platform.

9. Loan Origination on ONDC platform

We are planning to customise our current Loan Origination System (LOS) software i.e “TrustLOS” for the loan origination on
ONDC Platform. Open Network Digital Commerce is Govt of India supported digital commerce platform which enables Buyers
and sellers to work on common platform. This will enable online application of loan by buyer app for applying loan to any bank
and financial institution. Buyer app will provide opportunity to end user MSMEs and salaried base Middle class to carter to the
financial needs using ONDC network. On the other side Seller app will be Bank’s app on digital commerce platform which will
digitally receive request from end customer who have applied for loan using buyer app for loan application. Thus, the current
Loan Origination System (LOS) software will be bifurcated into two distinct applications: the Buyer App for customers and the
Seller App for banking services.

For Seller App

Components to be used from existing LOS For Seller app:

We have TrustLOS that will work as seller module on which banks can process the details which they receive from the buyer’s
module on the basis of data entered by customers. Major change in seller module is that to integrate Seller module with ONDC
platform by integrating using ONDC API. Components used from existing TrustLOS are
 Bank side APP Data base design
 90% of user interface remains same
 work flow, decision making calculation engine
 product configuration tool
 exception handler
 admin module

New Development in seller app

Major change in seller module is that to integrate Seller module with ONDC platform by integrating using ONDC API. Seller APP
will be sort of listener who will take data from ONDC pipe / channel and further process internally using seller app. ONDC have
presently introduced API for GST invoice-based Loan and Personal loan, same are being integrated and developed to offer to
various Banks. Subsequently APIs for other loan type shall be made available by ONDC and same shall be developed / integrated
with our Buyer and Seller application.

For Buyer App

 Completely New Developments for Buyer App
The home page of buyer app, web application provides users with comprehensive information on the loan process, including
detailed steps and requirements. Guides users through loan applications, featuring an EMI calculator, CIBIL score check,
eligibility criteria, and FAQs.

Modules in Buyer App:

 Loan Offerings: Personal Loan and GST-based loan for MSMEs
 For Personal loan: Guidance will be provided from credit request to loan disbursement, including a detailed loan
application dashboard.
 GST Invoice-Based Loans: Tailored for MSMEs, requiring GST and business-related information for loan eligibility and offers
including the past two years' Profit and Loss statements and GST invoices, ensuring a comprehensive assessment for loan
eligibility based on their business financials.
 Loan Status Dashboard: Real-time tracking.

For the Current Progress and Investment refer below table: -

Total Fund Amount to be Amount already Stage Tentative Whether new Whether new
Requirement financed from incurred as on of the Timelines developed developed
(Rs. In Lakhs) Internal January 20,2024 Product for features to be features will
Accruals (Rs. In Lakhs) as on Completion offered Free of generate revenue
(Rs. In Lakhs) date cost to existing form new clients
customer
Rs. 167 Rs. 17.2 Rs. 11 Approx By June, No existing Client Yes, for Banks will
20% 2024 be charged
onetime Fee plus
AMC for
customer.
 Enhancements and development to be made in our “SOFTGST”

10. GST on ONDC Platform

Company is having SoftGST product which is currently provided on SAAS platform to for all GST registered entities including
Banks. The same product will be customized for compliance reporting and return filing for customers on ONDC Platform. We are
planning to develop or modify existing “SOFTGST” to align with ONDC Platform standards. We will Implement API integrations
for seamless data exchange between SoftGST and ONDC Platform which will help in Integrating the functionalities for filing GSTR
1, GSTR 3B, GSTR 9, Reconciliation API directly from the SoftGST interface. Enable users to submit returns electronically to
relevant authorities through the ONDC Platform.
 The API shall be made available to all small vendors for integration of e-way bill, e invoice in their existing platform.
 Return filing utility shall be provided with bulk upload, excel integration for small traders.
 Reconciliation utility for third party software shall be enabled so that the service can be embedded in their existing Software.

Steps involved for Integration of SOFTGST on ONDC Platform

1. ONDC Platform Integration: Research and understand the technical requirements and specifications of the ONDC Platform.
Familiarize with the API documentation and data exchange protocols.
2. SoftGST Product: Identify areas that need customization for compliance reporting and return filing on the ONDC Platform.
3. Customization Planning: Formulate a customization plan outlining the specific requirements for ONDC Platform integration
which include Define the scope of work, including modifications needed for compliance reporting and return filing.
4. Technical Development: Development by modify existing ones to align with ONDC Platform standards. Implement API
integrations for seamless data exchange between SoftGST and ONDC Platform.
5. Compliance Reporting Implementation: Configure SoftGST to generate reports according to ONDC Platform guidelines. Ensure
accuracy and compliance with regulatory requirements for reporting purposes.
6. Return Filing Features: Integrate functionalities for filing GST returns directly from the SoftGST interface. Enable users to submit
returns electronically to relevant authorities through the ONDC Platform.
7. Quality Assurance: Conduct comprehensive testing to validate the customized features and integrations. Perform user
acceptance testing (UAT) to ensure the product meets stakeholders' expectations.
8. Documentation and Training: Prepare user manuals and documentation explaining the usage of customized features.
Provide training sessions to stakeholders, including bank personnel and end-users, on utilizing the modified SoftGST.
9. Go-Live: Coordinate with ONDC Platform administrators for deployment of the customized SoftGST product. Monitor system
performance and address any issues during the initial rollout phase.
10. Continuous Improvement: Gather feedback from stakeholders and users for further enhancements. Improving the product
based on evolving requirements and regulatory changes.

Our R&D team plays an integral role in designing and developing technology and diversifying our product portfolio and we rely
on skilled personnel and technical professionals for our software enhancement. We propose to utilize our existing team of
professionals as well as hire new skilled professionals and technical staff to carry out the development process and enable us
to achieve the desired outcome.

Estimated Cost of Development

We propose to utilize Rs. 1767.60 Lakhs in the development or enhancement of software’s. Out of that Rs.267.20 Lakhs will be
used by the company from internal accruals. The cost proposed to be incurred for the development of each software is provided
below:
(In Lakhs)

Sr. No. Particulars Total Fund Amount to be Amount already Estimated

Requirement*1 financed from incurred as on Amount to be
Internal Accruals January 20,2024 financed from
Net Proceeds in
F. Y. 2024-25
 1. Reporting and data Analytics 214.10 85.00 75.40 129.10
(India)

2. CBS Customization for credit 157.10 20.00 9.00 137.10

union North America USA

3. LOS (Loan origination) on 167.00 17.20 11 149.80

ONDC Platform for India

4. LOS, LMS, Collection, 160.30 45.00 39.00 115.30

Accounting for NBFC In India

5. Loan Origination for North 181.40 - - 118.40

American Market

6. Customization in Back-office 267.20 50.00 47.11 217.20

modules (India)

7. Universal digital reconciliation 129.60 - - 129.60

8. Risk Management using AI 147.10 - - 147.10

9. SOFTGST on ONDC platform 184.30 - - 184.30

10. CBS for Credit union in South 159.50 50.00 48.00 109.50
America (Spanish)

Total 1,767.60 267.20 229.51 1500.40

*1 Total Manpower Cost required for the Product development Comprise of –

Sr. No. Description (Role and Profile No. of Time Cost per month Total Cost Per Annum
along with experience) resources Period (per resource)

F.Y 2024-2025
1. Chief Technical Officer / 4 12 2,50,000 1,20,00,000
Product Architect
(Minimum 15 years of
Experience in product
designing, 2 developments in
Banking (BFSI) Sector)
2. Chief Business Officer / 3 12 1,50,000 54,00,000
Business Analyst
(Minimum 15 years of
experience as a Business
Analyst, and domain
knowledge in Banking)
3. Development Manager 8 12 1,40,000 1,34,40,000
(Minimum 10-15 years of
experience in .Net, C#, VB, C++,
HTML, CSS, JAVA, Knowledge
 of Banking domain is an added
advantage)
4. Senior Executive Team Leads 16 12 1,10,000 2,11,20,000
(Minimum 7-10 years of
experience in .Net, C#, VB, C++,
HTML, CSS, JAVA, Knowledge
of Banking domain is an added
advantage)
5. Tech Developers / Executive 90 12 75,000 8,10,00,000
(Minimum 3-5 years of
Experience in Tech
Support/Implementation,
should have knowledge of SQL,
PLSQL, HTML, CSS)
6. Patch / version Management 4 12 90,000 43,20,000
(Minimum 3-5 years of
experience in Patch
Management, should have
knowledge of testing, applying
updates to software's to
enhance security &
functionality, testing
procedure and scheduled
down time, monitoring &
reporting, Risk assessment,
Security protocols)
7. Translator (Knowing English 1 12 1,30,000 15,60,000
and Spanish)
8. Testing team 79 12 40,000 3,79,20,000
(Minimum 2-3 years of
relevant Experience in Testing,
Test Automation framework,
Microsoft TFS, SQL/NoSQL,
Selenium/Web Driver, JAVA
Script, Agile, JIRA)
Total 205 17,67,60,000

Our company has received quotations from:

 M/s Brainhunt Ventures Pvt. Ltd, duly signed by Mr. Suhas Birewar, the quotation is valid till 23.04.2024
 M/s Effiman Services Pvt. Ltd. signed by Mr. Ranjeet Pande, the quotation is valid till 23.04.2024.

4. To meet out the Global & Domestic Business Development, Sales and Marketing expenses for the company.

Marketing and sales initiative to acquire new customers, grow deeper relation with current customers and expand brand
awareness is one of our core components of the overall fundraising. The Sales and Marketing Expenditure is an important
component of the overall fundraising objective of our company and is aimed at augmenting our company’s sales and marketing
capabilities in the BFSI vertical. We have identified growth opportunities in this market and intend to utilize the proceeds from
the proposed offer to expand our sales and marketing efforts.

The company is currently serving District Central Cooperative Banks, Urban Cooperative Banks, Rural Bank, Commercial Banks,
Credit Cooperative societies, NBFC in India. Our domestic sales strategy is designed to cater to the growing demand for
innovative software solutions to BFSI organizations in India. We prioritize customer-centric approaches, focusing on building
strong relationships, understanding client needs, and delivering solutions that provide tangible value. This approach includes:
Market Segmentation: We carefully analyze the segments in BFSI Vertical, organization sizes, and geographical locations. This
segmentation allows us to tailor our offerings to meet the specific needs of different customer groups. Various BFSI Segments
catered by us including Urban Co-operative Banks, District Co-operative Banks, Co-operative Societies (Urban Societies, Multi-
state), Micro-Finance Institutions, NBFC.

Territory / States Segmentation: Targeting major areas, where a concentration of BFSI organizations exists and presents
significant opportunities for software adoption. We have classified the territory into: Metropolitan Cities like Mumbai, Delhi,
Bengaluru, Chennai, Kolkata and States like Maharashtra, Karnataka, Gujrat, Telangana where more than 75% of BFSI exists.

Our domestic sales and territory strategy in India is a dynamic and adaptive approach that aligns with the evolving needs of
BFSI Segments across the country. By combining a customer-centric sales approach with strategic territorial targeting, we aim
to position Trust Fintech Limited as a leading provider of innovative BFSI software solutions in the Indian market.

For Global Sales and Marketing Expenditure, we intend to expand our capabilities in multiple countries including Canada, North
America, South America. Till now we are having SSP (Sales and service Partners) through whom international enquiries are
handled. With this we are able to have footprint in more than 10 countries across Western U.S, West Africa, South Africa, East
Africa, Russia, Central Africa including California, Gambia, Ghana, Liaberia, Nigeria, Shri Lanka, Tanzania, Zimbabwe, Siberia,
Central Africa Republic. Now, we see the need to establish a direct presence in USA. Recently we have received order from
one of our partners in USA to implement our TrustBankCBS in one of the credit unions in that region. We have analyzed present
Banking technology / fintech use in USA, Canada and South American countries. Considering our product maturity of
TrustBankCBS (in terms of technology, features) and Market Size, we are planning to employ full time two Marketing Manager
in East & West Coast of USA. Our Promoter, Mr. Sanjay Chafale (US citizen) will head two Marketing Manager and will take
charge and deliver marketing of US operations and shall join as full time Marketing Manager from 1 st April 2024.

Details for Expenditure made in last 3 years and in stub period i.e. September 30, 2023 on Sales and Marketing Expenditure
are as follows: -
(Rs. In Lakhs)
Sr. Particulars Financial Year Financial Year Financial Year ended For the Period ended
No. ended on 2021 ended on 2022 on 2023 on September
30,2023
1. Human resource cost for 108.20 123.16 155.54 122.23
Marketing
2. Selling and Distribution - - 2.60 0.25
expense
3. Hotel Rent - - 1.75 0.93
4. Travelling & Conveyance 6.94 11.56 11.07 7.58
5. DA Expense - - 1.86 0.39
6. Discount & Sale 14.58 2.34 - -
Promotion
Total 129.72 137.06 172.80 131.38

We propose to utilize Rs. 902.60 Lakhs from the Net Proceeds of the offer to fund the sales and marketing requirements of
our Company in Fiscal Year 2025. Details for Proposed Domestic & Global Sales and Marketing Expenditure are as follows: -
(Rs. In Lakhs)
Sr. No. Particulars Amount to be financed from Estimated Utilization of Net
Net Proceeds Proceeds in F. Y. 2024-25
1. Domestic - Sales and Marketing Expense
Human Resource – Cost *1 321.60 321.60
2. Global - Sales and Marketing Expense
Cost of Marketing Manager 373.50# 373.50
Advertisement - Participation in road 83.00# 83.00
shows of North America
Travelling, Meeting Expenses, insurance 124.50# 124.50
cost / social security for the Marketing
Managers.
 Total 902.60 902.60
Notes: -
# Exchange rate of Rs. 83 per USD has been considered, it is subject to the foreign currency exchange rate.

*1 Below are the details of Human Resources which will be hired for the purpose of Domestic Sales and Marketing: -

Sr. No. Description (Role and Profile along No. of Time Period Cost per Total Cost per
with experience) resources month (per Month
resource)

F.Y 2024- 2025

Sales Head 1 12 4,00,000 48,00,000
(Min. Exp. of 10-15 Years as a Sales
Head, should have knowledge of
Banking domain, familiarity with CRM
software & sales analytics tools,
knowledge of latest Sales, Trends &
1. Technologies. Strong presentation &
public speaking skills, create sales
forecasts, analyze performance data,
hit sales quotas, Meeting sales goals,
building relationships, Maximizing
new business development
opportunities)
Sales Managers 6 12 2,00,000 1,44,00,000
(Min. Exp. of 5-10 Years, should have
knowledge of Banking domain,
2. familiarity with CRM software & sales
analytics tools, knowledge of latest
Sales, Trends & Technologies. Strong
presentation & public speaking skills)
Marketing Executives 12 12 90,000 1,29,60,000
(Min. Exp. of 3-5 Years, should have
knowledge of Banking domain,
3. familiarity with CRM software & sales
analytics tools, knowledge of latest
Sales, Trends & Technologies. Strong
presentation & public speaking skills)
Total 3,21,60,000

Objectives of Global Sales and Marketing Expenditure:

 Expand Customer Base: One of the primary objectives of the Sales and Marketing Expenditure is to expand our company’s
customer base. By investing in various marketing campaigns, companies can reach out to potential customers and create brand
awareness. This, in turn, will lead to an increase in sales and revenue.
 Increase Brand Awareness: Investing in Sales and Marketing Expenditure is an effective way to increase brand awareness.
Through various marketing activities such as social media marketing, Email Marketing, digital ads through search engines,
search engine optimization, social media awareness campaigns, industry analyst recognition, print advertorials. We intend to
create a strong brand image in the minds of consumers. This can help increase our company’s market share and make it easier
to attract new customers.
 Build Relationships with Existing Customers: Another objective of Sales and Marketing Expenditure is to build strong
relationships with existing customers. Companies can use various marketing tools such as loyalty programs, customer feedback
surveys, and personalized communication with relationship manager to keep their existing customers engaged and satisfied.
This can lead to increased customer loyalty and repeat business.

Benefits of Global Sales and Marketing Expenditure:

 Increased Revenue: The sales and marketing expenditure will enable us to reach new customers in Domestic & international
markets, resulting in increased revenue and profitability.
 Competitive Advantage: Investing in Sales and Marketing Expenditure can give company a competitive advantage over their
competitors. By creating a strong brand image and building relationships with customers, companies can differentiate
themselves from their competitors. This can make it easier to attract new customers and retain existing ones.
 Improved Customer Engagement: Another benefit of Sales and Marketing Expenditure is improved customer engagement
across touchpoints both physical and digital. By using various marketing tools such as social media, email marketing, and
personalized communication, we will be able to engage with their customers on a more personal level.
 Enhanced Brand Image: The initiatives undertaken as part of the sales and marketing expenditure, we intend to create a strong
brand image that is synonymous with quality and innovation.

5. GENERAL CORPORATE EXPENSES

Our management, in accordance with the policies of our Board, will deploy ₹ [●] Lakhs from Net Proceeds towards the general
corporate expenses to drive our business growth. In accordance with the policies set up by our Board, we have flexibility in
utilizing the remaining Net Proceeds not exceeding 25% of the amount raised by our Company through this Issue, for general
corporate purpose including but not restricted to, meeting operating expenses, branding, promotion, advertisements and
meeting exigencies, which our Company in the ordinary course of business may not foresee or any other purposes as approved
by our Board of Directors, subject to compliance with the necessary provisions of the Companies Act.

Further, our management confirms that –

 any issue related expenses shall not be considered as a part of General Corporate Purpose; and
 the amount deployed towards general corporate expense, as mentioned above in this Red Herring Prospectus, shall
not exceed 25% of the amount raised by our Company through this Issue.

TO MEET THE EXPENSES OF THE ISSUE

The total expenses of the Issue are estimated to be approximately ₹ [●] Lakhs which include, among others, underwriting and
management fees, printing and distribution expenses, advertisement expenses, legal fees and listing fees. The estimated Issue
expenses are as follows:
(₹ in Lakhs)
Expenses Estimated expenses As a % of the As a % of the total
total estimated Gross Issue
Issue expenses Proceeds
[●] [●] [●]
Book Running Lead Manager fees, Advisors and
commissions (including any underwriting commission,
brokerage and selling commission)
Advertising and marketing expenses [●] [●] [●]
Fees payable to Registrar to the Issue [●] [●] [●]
Brokerage and selling commission payable to SCSBs, [●] [●] [●]
Registered Brokers, RTAs and CDPs, as applicable
Processing fees to the SCSBs and to the Sponsor Banks for [●] [●] [●]
ASBA Forms procured by Registered Brokers, RTAs or
CDPs
Printing and distribution of issue stationery [●] [●] [●]
Others [●] [●] [●]
a. Listing fees [●] [●] [●]
b. BSE Processing [●] [●] [●]
c. Book Building software fees [●] [●] [●]
d. Other regulatory expenses [●] [●] [●]
 e. Fees payable to legal counsel [●] [●] [●]
f. Miscellaneous [●] [●] [●]
Total Estimated Issue Expenses [●] [●] [●]
@ please note that the cost mentioned is an estimate quotation as obtained from the respective parties and it may include GST
and excludes, interest rate and inflation cost. The amount deployed so far toward issue expenses shall be recouped out of the
issue proceeds.

Structure for commission and brokerage payment to the SCSBs Syndicate, RTAs, CDPs and SCSBs
1. ASBA applications procured directly from the applicant and Bided (excluding applications made using the UPI Mechanism, and
in case the Offer is made as per Phase I of UPI Circular) - Rs 10/- per application on wherein shares are allotted.
2. Syndicate ASBA application procured directly and bided by the Syndicate members (for the forms directly procured by them) -
Rs 10/- per application on wherein shares are allotted.
3. Processing fees / uploading fees on Syndicate ASBA application for SCSBs Bank - Rs 10/- per application on wherein shares are
allotted.
4. Sponsor Bank shall be payable processing fees on UPI application processed by them – Rs Nil for first 1,00,000 /- per successful
UPI and Rs 6.5/- thereafter.
5. No additional uploading/processing charges shall be payable to the SCSBs on the applications directly procured by them.
6. The commissions and processing fees shall be payable within 30 Working days post the date of receipt of final invoices of the
respective intermediaries.
7. Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
8. Offer Expenses other than the listing fees shall be shared among our Company and the Selling Shareholder on a pro rata basis,
in proportion to the Equity Shares Allotted.

Appraisal by Appraising Fund:

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

Shortfall of Funds

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

Bridge Financing Facilities

As on the date of this Red Herring Prospectus, we have not raised any bridge loans which are proposed to be repaid from the
Net Proceeds. However, we may draw down such amounts, as may be required, from an overdraft arrangement/cash credit
facility with our lenders, to finance additional working capital needs until the completion of the Issue.

Interim Use of Proceeds

Pending utilization for the purposes described above, our Company intends to invest the funds in with scheduled commercial
banks included in the second schedule of Reserve Bank of India Act, 1934. Our management, in accordance with the policies
established by our Board of Directors from time to time, will deploy the Net Proceeds. Further, our Board of Directors hereby
undertake that full recovery of the said interim investments shall be made without any sort of delay as and when need arises
for utilization of process for the objects of the issue.

Monitoring Utilization of Funds

As the Issue size is less than 10,000 Lakh, under the SEBI (ICDR) Regulations it is not mandatory for us to appoint a monitoring
agency.
Our Board and the management will monitor the utilization of the Net Proceeds through its audit committee. Pursuant to
Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, our Company shall on half-yearly basis disclose to the Audit Committee the applications of the proceeds of the Issue. On
an annual basis, our Company shall prepare a statement of funds utilized for purposes other than stated in this Red Herring
Prospectus and place it before the Audit Committee. Such disclosures shall be made only until such time that all the proceeds
of the Issue have been utilized in full. The statement will be certified by the Statutory Auditors of our Company.

No part of the Issue Proceeds will be paid by our Company as consideration to our Promoters, our Directors, Key Management
Personnel or companies promoted by the Promoters, except as may be required in the usual course of business and for working
capital requirements.

Variation in Objects

In accordance with Section 13(8) and Section 27 of the Companies Act, 2013, our Company shall not vary the objects of the
Initial Public Issue without our Company being authorized to do so by the Shareholders by way of a special resolution through
a postal ballot. Further, pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, our Company shall on half- yearly basis disclose to the Audit Committee the
applications of the proceeds of the Issue. In addition, the notice issued to the Shareholders in relation to the passing of such
special resolution (“Postal Ballot Notice”) shall specify the prescribed details as required under the Companies Act. The Postal
Ballot Notice shall simultaneously be published in the newspapers, one in English and one in Hindi, the vernacular language of
the jurisdiction where our Registered Office is situated. Our Promoters will be required to provide an exit opportunity to such
shareholders who do not agree to the above stated proposal, at a price as may be prescribed by SEBI, in this regard.

Other Confirmations

There are no material existing or anticipated transactions with our Promoters, our Directors, our Company’s Key Managerial
Personnel, in relation to the utilization of the Net Proceeds. No part of the Net Proceeds will be paid by us as consideration to
our Promoters, our directors or Key Managerial Personnel, except in the normal course of business and in compliance with the
applicable laws.

This space left blank intentionally

 BASIS FOR ISSUE PRICE

The Price Band and the Issue Price will be determined by our Company in consultation with the BRLM, on the basis of the Book
Building Process and the quantitative and qualitative factors as described below. The face value of the Equity Shares is ₹10
each and the Issue floor Price is ₹ 95 /- which is 9.5 times of the face value of Equity Shares and the Issue Cap Price is ₹ 101/-
which is 10.1 times of the face value of Equity Shares. Investors should refer to “Risk Factors”, “Our Business”, “Financial
Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 28, 139,
223 and 256 respectively, to have an informed view before making an investment decision.

Qualitative Factors

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

 Experienced Promoter and management team with strong industry expertise and successful track record
 Established Global Presence
 Experienced Promoters (experience of over 31 years in Software Delivery)
 Versatile, Technically Sound and young operation Team, which understands creativity at its excellence.
 Well versed and equipped with advance technology.
 Track record of growth and profitability.

For further details, see “Risk Factors” and “Our Business” on pages 28 and 139 respectively.

Quantitative Factors

The information presented in this section is derived from our Restated Financial Statements. For details, see “Financial
Information” on page 223. Investors should evaluate our Company and form their decisions taking into consideration its
earnings, and based on its growth strategy. Some of the quantitative factors which may form the basis for computing the Issue
price are as follows:

1. Basic and Diluted Earnings per Share (EPS), as adjusted for changes in capital

Year ended Basic EPS (in ₹)*2 Diluted EPS (in ₹)*2 Weight
FY 2020-21 4.21 4.21 1
FY 2021-22 2.58 2.58 2
FY 2022-23 7.76 7.76 3
Weighted Average 5.44 5.44
September 30, 2023 14.04 14.04
Note:
1. Basic EPS and Diluted EPS is calculated after considering effect of allotments which was made after September 30, 2023 i.e.
Bonus issue of 1,14,06,707equity shares allotted on January 24,2024 and Private placement of 9,51,625 equity shares
allotted on January 25,2024. Hence, issued Equity shares as of January 25, 2024 is 1,75,43,200 Equity Shares. Accordingly,
EPS after considering Bonus issue and Private Placement shares is Rs. 4.15.

Formula UOM Rs. In Lakhs Ratio

Profit after Tax / no. of Per Share 7,27,94,644 / 1,75,43,200 4.15
outstanding equity shares

2. The ratios have been computed as under:

Basic and diluted EPS: profit for the year attributable to equity shareholders of the Company divided by total weighted
average number of equities shares outstanding during the period. Basic and diluted EPS are computed in accordance with Ind
AS 33.

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. Price / Earning (P/E) Ratio in relation to Issue Price of ₹ 95 to ₹ 101 per Equity Share

P/E at the lower end of the P/E at the higher end of the
Particulars
price band (no. of times) price band (no. of times)
a) P/E ratio based on Basic and Diluted EPS of ₹ 7.76 as 12.24 13.02
at March 31, 2023
b) P/E ratio based on Weighted Average EPS of ₹ 5.44 17.46 18.57

3. Industry Price / Earning (P/E) Ratio

Particulars P/E Ratio

Highest 649.85*4
Lowest 51.50 *4
Average Industry P/E 350.68
(1) The industry high and low has been considered from the industry peer set provided later in this chapter. The industry
composite has been calculated as the arithmetic average P/E of the industry peer set disclosed in this section. For further details,
see “- Comparison with listed industry peers”
(2) Source: Respective audited financials of the Company, as available, for the September 30, 2023. Information on industry
peer is on a standalone basis.
(3). There is two listed peer Company namely Network People Services Technologies Limited and Veefin Solutions Limited. Thus,
their data are used for comparison.
(4) P/E calculation based on annualised EPS reported in Sept 23 financials and closing market price prevailing for Veefin
Solutions Limited and Network People Services Technologies Limited on result declaration date i.e. 6 November 2023 and 20th
Oct 2023 respectively.

Net worth = Equity share capital + Reserves and surplus (including, Securities Premium, General Reserve and surplus in
statement of profit and loss).

Basic earnings per share (Rs.) = Net profit after tax as restated for calculating basic EPS
Weighted average number of equity shares outstanding at the end of the period or year

4. Return on Net Worth (RONW):

Year ended RoNW (%) Weight

FY 2020-21 15.89 1
FY 2021-22 8.81 2
FY 2022-23 20.96 3
Weighted Average 16.06
September 30, 2023 27.51
1.* RONW is calculated after considering effect of allotments which was made after September 30, 2023 i.e. Bonus issue of
1,14,06,707 equity shares allotted on January 24,2024 and Private placement of 9,51,625 equity shares allotted on January
25,2024. Hence, issued Equity shares as of January 25, 2024 is 1,75,43,200 Equity Shares. Accordingly, RONW after considering
Bonus issue and Private Placement shares is 22.83%.

Formula UOM Rs. In Lakhs Ratio

Net Profit after Tax/ Net Percentage 7,27,94,644/31,88,97,910 22.83%
Worth

2. The ratios have been computed as under:

Return on net = Net profit after tax as restated, attributable to the owners of the company
worth (%) Net worth as restated, including share capital and reserves and surplus, as stated at the end of the
 year
Equity share capital + Reserves and surplus (including, Securities Premium, General Reserve and
Net worth =
surplus in statement of profit and loss).

5. Net Asset Value* (NAV) per Equity Share

Particulars Rs.
As of March 31, 2021 26.66
As of March 31, 2022 29.24
As of March 31, 2023 37.00
NAV post issue:
September 30,2023 51.04
At the lower end of the price band of ₹ 95 38.43
At the lower end of the price band of ₹ 101 40.02
Issue price per share [●]
1. * NAV is calculated after considering effect of allotments which was made after September 30, 2023 i.e. Bonus issue of
1,14,06,707equity shares allotted on January 24,2024 and Private placement of 9,51,625 equity shares allotted on January
25,2024. Hence, issued Equity shares as of January 25, 2024 is 1,75,43,200 Equity Shares. Accordingly, NAV after considering
Bonus issue and Private Placement shares is Rs.18.18.

Formula UOM Rs. In Lakhs Ratio

Net Worth/ no. of Per Share 31,88,97,910/ 1,75,43,200 18.18
outstanding equity shares

2. The ratios have been computed as under:

Net worth as restated, including share capital and reserves and surplus, as restated at the
Net asset value per equity
end of the year
share
No. of equity shares outstanding at the end of the year

Basic earnings per share

(Rs.)= Net profit after tax as restated for calculating basic EPS
Weighted average number of equity shares outstanding at the end of the period or year

6. Comparison of Accounting Ratios with Industry Peers

For the Period of September 30, 2023

Sr. Name of Face Total P/E (based on
Basic EPS Diluted EPS RoNW NAV per
No. Company Value income (₹ Diluted
(₹) (₹) (%) share (₹)
(₹) in Lakhs) EPS)
1. Trust Fintech Limited 10 1,882.14 14.04 14.04 [●] 27.51 51.04

Peer Group
2. Network People 10 5329.77 15.72 15.72 17.78* 30.18 59.58
Services Technologies
Limited
3. Veefin Solutions 10 585.78 0.17 0.17 220.95* 0.79 31.11
Limited
Notes:
*P/E calculation based on annualised EPS reported in Sept 23 financials and closing market price prevailing for Veefin Solutions
Limited and Network People Services Technologies Limited on result declaration date i.e. 6 November 2023 and 20th Oct 2023
respectively.
#There are no close peer companies of Trust Fintech Limited as none of the listed companies in this space deals in core banking
products. However, for comparison purpose we have compared the captioned companies who are in Fintech Businesses.
 Source: All the financial information for listed industry peer mentioned above is on a standalone basis and is sourced from the
filings made with stock exchanges available on [Link] and [Link] and has also been extracted from
[Link] , [Link] for the Period ended on September 30,2023.
Source for Trust Fintech Limited: Based on the restated financial statements of the Company for the period ended the
September 30, 2023.

7. The Issue Floor Price is ₹ 95 /- which is 9.5times the face value of Equity Shares and the Issue Cap Price is ₹ 101 /-
which is 10.1 times the face value of Equity Shares.

The price band/floor price/issue price will be determined by the issuer in consultation with the BRLM, on the basis of book-
building on the basis of assessment of the market demand from investors for the Equity Shares and shall be justified in view
of the above qualitative and quantitative parameters.

Investors should read the above-mentioned information along with “Risk Factors”, “Our Business” and “Financial Information”
on pages 28, 139 and 223 respectively, to have a more informed view. The trading price of the Equity Shares of our Company
could decline due to the factors mentioned in “Risk Factors” and you may lose all or part of your investments.

Key Financial and Operational Performance Indicators (“KPIs”)

The KPIs disclosed below have been used historically by our Company to understand and analyse 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 December 01, 2023, 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 the draft red herring prospectus. Further, the
KPIs herein have been certified by M/s. Abhijit Kelkar & Co., Chartered Accountants, Peer Reviewed Auditor of the Company
by their certificate dated January 25, 2024.

For details of our other operating metrics disclosed elsewhere, refer “Our Business” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Key Performance Indicators” on pages 139 and 256 respectively.

Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least once in
a year (or any lesser period as determined by the Board of our Company), for a duration of one year after the date of listing of
the Equity Shares on the Stock Exchange or till the complete utilization of the proceeds of the Fresh Issue as per the disclosure
made in the Objects of the Issue Section, whichever is later. Any change in these KPIs, during the aforementioned period, will
be disclosed by the Company. Uptill that, the ongoing KPIs shall continue to be certified as certified by M/s. Abhijit Kelkar &
Co., Chartered Accountants, Peer Reviewed Auditor of the Company, by their certificate dated January 25, 2024.

Key Performance Indicators of our Company:

Particulars For the period ended Financial year ended Financial year ended Financial year ended
on September 30, March 31, 2023 March 31, 2022 March 31, 2021
2023
Revenue from Operations ₹ 1,882.14 ₹ 2,254.34 ₹ 1,763.25 ₹ 2,394.66
(In Lakhs)
Accounts Receivable 1.63 Times 3.39 Times 4.02 Times 4.61 Times
turnover ratio (In Times)
Working Capital (Rs. in ₹ 1,465.06 ₹ 980.53 ₹ 941.10 ₹ 725.89
Lakhs)
Current Ratio (Times) 3.70 Times 3.46 Times 4.07 Times 4.58 Times
EBITDA (In Lakhs) ₹ 996.330 ₹ 594.310 ₹ 227.290 ₹ 311.240
EBITDA margin (%) 52.91% 26.18% 12.63% 12.87%
ROCE (%) 28.54% 20.07% 11.03% 22.26%
PAT margin (%) 38.66% 17.72% 7.43% 9.08%
ROE (%) 23.61% 18.99% 9.22% 17.26%
Net working capital days 117 Days 155.57 Days 172.54 Days 127 Days
Debt To Equity Ratio 0 Times 0 Times 0.08 Times 0 Times*
(Times)*
*There is no debt in organization as on September 30, 2023.

Formula used to derive the above ratios is as under: -

Ratio Numerator Denominator

Accounts receivable Turnover ratio Average Trade Receivables Revenue From
Operations
Working Capital Formula: - Current Assets – Current Liabilities
Current Ratio Formula: - Current Assets/ Current Liabilities
EBITDA margin (%) EBITDA Revenue from
Operations
ROCE (%) Earnings before interest and taxes Capital Employed
PAT margin (%) Net Profit Net Sales
ROE (%) Net Profits after taxes - Preference Dividend (if any) Average
Shareholder’s Equity
Net working capital days Average Working Capital x Number of days in the year Revenue from
Operations
Debt To Equity Ratio Total Debts Equity shares
outstanding

Explanation for KPI Metrics

KPI Explanation
Revenue from Operations is used by our management to track the revenue profile
of the business and in turn helps to assess the overall financial performance of our
Revenue from Operations Company and volume of our business
The accounts receivable turnover ratio is a simple metric that is used to measure
how effective a business is at collecting debt and extending credit. It is calculated by
dividing net credit sales by average accounts receivable. The higher the ratio, the
Accounts Receivable turnover ratio better the business is at managing customer credit.
Working capital is the amount of current assets that’s left over after subtracting
current liabilities. It’s what can quickly be converted to cash to pay short-term debts.
Working capital can be a barometer for a company’s short-term liquidity. A positive
Working Capital amount of working capital indicates good short-term health.
The current ratio measures a company’s ability to pay current, or short-term,
liabilities (debts and payables) with its current, or short-term, assets, such as cash,
Current Ratio inventory, and receivables.
EBITDA EBITDA provides information regarding the operational efficiency of the business
EBITDA Margin (%) is an indicator of the operational profitability and financial
EBITDA Margin performance of our business.
ROCE (%) is used by our management to assess the company's efficiency for
ROCE utilisation of its capital to generate profits
PAT Margin (%) is an indicator of the overall profitability and financial performance
PAT Margin of our business.
ROE ROE (%) is measure of profitability of a business in relation to its equity
Net Working Capital Days is used by our management to track the number of days
Net Working Capital Days it takes for the company to convert its working capital into revenue
The debt-to-equity ratio (D/E ratio) depicts how much debt a company has
compared to its assets. It is calculated by dividing a company's total debt by total
shareholder equity. Note a higher debt-to-equity ratio states the company may have
Debt to Equity Ratio a more difficult time covering its liabilities.
 COMPARISON OF KPI WITH LISTED INDUSTRY PEERS

Key Financial Trust Fintech Limited Network People Services Technologies Ltd. Veefin Solutions Ltd.
Performance
September March 31, March 31, March 31, September March 31, March 31, March 31, September March March March
30, 2023* 2023 2022 2021 30, 2023* 2023 2022 2021 30, 2023* 31, 2023 31, 2022 31, 2021

Revenue from ₹ 1,882.14 ₹ 2,254.34 ₹ 1,763.25 ₹ 2,394.66 5,241.37 4,078.69 1,916.18 1,520.48 583.95 1303.84 618.89 76.06
Operations
Accounts 1.63 3.39 4.02 4.61 17.71 13.87 3.11 3.21 0.76 Times 3.25 14.60 8.11
Receivable Times Times Times Times Times Times Times Times Times Times Times
turnover ratio
Working ₹ 1,465.06 ₹ 980.53 ₹ 941.10 ₹ 725.89 2,818.4 1,578.24 1,125.44 21.67 719.97 494.19 (193.93) (758.72)
Capital (Rs. in
Lakhs)
Current Ratio 3.70 3.46 4.07 4.58 3.13 2.74 Times 2.55 times 1.01 times 2.77 2.00 0.40 0.22
Times Times Times Times Times Times times times
EBITDA ₹ 996.33 ₹ 594.310 ₹ 227.290 ₹ 311.240 1,652.31 1203.65 348.47 293.53 86.60 468.42 73.93 8.72

EBITDA margin 52.91% 26.18% 12.63% 12.87% 31.52% 29.51% 18.18% 19.30% 14.83% 35.92% 11.94% 11.46%
(%)
ROCE (%) 28.54% 20.07% 11.03% 22.26% 32.74% 29.53% 8.90% 20.46% 1.45% 10.67% 4.53% 1.43%

PAT margin (%) 38.66% 17.72% 7.43% 9.08% 19.06% 15.85% 7.77% 7.03% 5.78% 28.16% 8.95% 7.89%

ROE (%) 23.61% 18.99% 9.22% 17.26% 30.18% 22.82% 6.76% 16.01% 0.79% 8.75% 6.12% 13.77%

Net working 117 Days 155.57 172.54 127 196.27 120.97 29.93 3.50 450.02 115.88 (115.57) (393.82)
capital days Days Days Days
Debt To Equity 0 0 0.08 0 0.004 Times 0.01 Times 0.00 times 0.06 times 0.008 0.02 0.40 4.54
Ratio Times Times Times Times Times Times times times

*Not annualized.
**All the information for listed industry peers mentioned above are on a Standalone basis and is sourced from their respective audited/ unaudited financial results
and/or annual report.
 JUSTIFICATION FOR BASIS FOR OFFER PRICE

The price per share of the Company based on the primary/ new issue of shares.

The details of the Equity Shares excluding shares issued under ESOP/ESOS and issuance of bonus shares during the 18 months
preceding the date of this certificate where such issuance is equal to or more than 5 per cent of the fully diluted paid-up share
capital of the Issuer Company (calculated based on the pre-issue capital before such transaction), in a single transaction or
multiple transactions combined together over a span of rolling 30 days; and

Date of No. of equity Face value Issue Price Nature / Nature of Total
allotment shares (Rs.) (Rs.) Reason of consideration consideration
allotted allotment (Rs.)
25.01.2024 9,51,625 10 57 Preferential Cash 5,42,42,625
Issue
Total 9,51,625 5,42,42,625
Weighted average cost of acquisition (WACA) for primary transactions 57

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 shareholders, 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 Prospectus,
where either acquisition or sale is equal to or more than 5% of the fully diluted paid up share capital of the Company (calculated
based on the pre-Offer capital before such transaction/s and excluding employee stock options granted but not vested), in a
single transaction or multiple transactions combined together over a span of rolling 30 days.

Weighted average cost of acquisition, floor price and cap price:

Type of transaction Weighted average cost of Floor Price is ₹ 95 /- Cap Price is ₹ 101 /-
acquisition
(₹ per Equity Share)
Weighted average cost of Rs. 57.00/- 1.67 /- 1.77 /-
acquisition of
primary issuances
Weighted average cost of - - -
acquisition for
secondary transactions

Justification for Basis for Issue Price

Explanation for Issue Price being [●] price of weighted average cost of acquisition of primary issuance price / secondary
transaction price of Equity Shares (set out in [●] above) along with our Company’s key performance indicators and the Fiscals
2023, 2022 and 2021.

[●]*

*To be included upon finalization of Price Band

Explanation for Issue Price being [●] price of weighted average cost of acquisition of primary issuance price / secondary
transaction price of Equity Shares (set out in [●] above) in view of the external factors which may have influenced the pricing
of the Issue.

[●]*

*To be included upon finalization of Price Band

 STATEMENT OF POSSIBLE TAX BENEFITS

To,
The Board of Directors
Trust Fintech Limited
Plot No.11/4, I.T. Park,
Gayatri Nagar, Parsodi, Nagpur
Maharashtra -440022

Dear Sirs,

Sub: Statement of possible Special tax benefit (‘the Statement’) available to Trust Fintech Limited (Formerly known as Trust
Systems and Software (India) Limited) and its shareholders prepared in accordance with the requirements under Schedule
VI-Clause 9L of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
as amended (the ‘Regulations’)

We hereby confirm that the enclosed annexure, prepared by Trust Fintech Limited (Formerly known as Trust Systems and
Software (India) Limited) (‘the Company”) states the possible special tax benefits available to the Company and the
shareholders of the Company under the Income – tax Act, 1961 (‘Act’) as amended time to time, presently in force in India.
Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the
relevant provisions of the Act. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent
upon fulfilling such conditions, which based on the business imperatives, the company may or may not choose to fulfil.

The benefits discussed in the enclosed Annexure cover only special tax benefits available to the Company and its Shareholders
and do not cover any general tax benefits. Further, these benefits are neither exhaustive nor conclusive and the preparation
of the contents stated is the responsibility of the Company’s management. We are informed that this statement is only
intended to provide general information to the investors and hence is neither designed nor intended to be a substitute for
professional tax advice. In view of the individual nature of the tax consequences, the changing tax laws, each investor is advised
to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the
issue. We are neither suggesting nor are we advising the investor to invest money or not to invest money based on this
statement.

Our views are based on the existing provisions of the Act and its interpretations, which are subject to change or modification
by subsequent legislative, regulatory, administrative or judicial decisions. Any such change, which could also be retroactive,
could have an effect on the validity of our views stated herein. We assume no obligation to update this statement on any
events subsequent to its issue, which may have a material effect on the discussions herein.

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

 the Company or its Shareholders will continue to obtain these benefits in future; or
 the conditions prescribed for availing the benefits, where applicable have been/would be met.

The contents of this annexure are based on information, explanations and representations obtained from the Company and
on the basis of our understanding of the business activities and operations of the Company and the provisions of the tax
laws.

No assurance is given that the revenue authorities / courts will concur with the views expressed herein. The views are based
on the existing provisions of law and its interpretation, which are subject to change from time to time. We would not assume
responsibility to update the view, consequence to such change.

We shall not be liable to Company for any claims, liabilities or expenses relating to this assignment except to the extent of fees
relating to this assignment, as finally judicially determined to have resulted primarily from bad faith of intentional misconduct.
The enclosed Annexure is intended solely for your information and for inclusion in the Draft Red Hearing Prospectus/Red
Herring Prospectus/Prospectus or any other issue related material in connection with the proposed issue of equity shares and
is not to be used, referred to or distributed for any other purpose without our prior written consent. Signed in terms of our
separate report of even date.
Yours faithfully,
For and behalf of

Abhijit Kelkar & Co

Chartered Accountants
FRN: 121920W

CA Kalpesh Bhute
Partner
Mem No. 178818
UDIN No: 24178818BKCYBD1266

Place: Nagpur
Date: 07/01/2024
Annexure to the statement of possible Tax Benefits

Outlined below are the possible Special tax benefits available to the Company and its shareholders under the Income Tax Act,
1961 presently forced in India. It is not exhaustive or comprehensive and is not intended to be a substitute for professional
advice. Investors are advised to consult their own tax consultant with respect to the tax implications of an investment in the
Equity Shares particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent or
may have different interpretation on the benefits, which an investor can avail.

YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX IMPLICATIONS AND CONSEQUENCES OF
PURCHASING, OWNING AND DISPOSING OF EQUITY SHARES IN YOUR PARTICULAR SITUATION.

1. Special Tax Benefits available to the Company under the Act:

The Company is not entitled to any Special tax benefits under the Act.

2. Special Tax Benefits available to the shareholders of the Company

The Shareholders of the company are not entitled to any Special tax benefits under the Act.

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

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

No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on
the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume
responsibility to update the views consequent to such changes. We do not assume responsibility to update the views
consequent to such changes. We shall not be liable to any claims, liabilities or expenses relating to this assignment except to
the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or
intentional misconduct. We will not be liable to any other person in respect of this statement.

Signed in terms of our separate report of even date.

Yours faithfully,
For and behalf of Abhijit Kelkar & Co
Chartered Accountants
FRN: 121920W

CA Kalpesh Bhute Date: 07/01/2024

Place: Nagpur
Partner
Mem No.:178818
UDIN No: 24178818BKCYBD1266
 SECTION VIII – ABOUT US

INDUSTRY OVERVIEW

The information in this section has been extracted from various websites and publicly available documents from various industry
sources. The data may have been re-classified by us for the purpose of presentation. None of the Company and any other person
connected with the Issue have independently verified this information. Industry sources and publications generally state that the
information contained therein has been obtained from believed to be reliable, but their accuracy, completeness and underlying
assumptions are not guaranteed and their reliability cannot be assured. Industry sources and publications are also prepared
based on information as of specific dates and may no longer be current or reflect current trends. Industry sources and
publications may also base their information on estimates, projection forecasts and assumptions that may prove to be incorrect.
Accordingly, investors should not place undue reliance on information.

GLOBAL ECONOMIC OUTLOOK IN FIVE CHARTS

The global economy is set to slow substantially in 2023. The lagged and current effects of monetary tightening, as well as more
restrictive credit conditions, are expected to weigh on activity in the second half of the year, with weakness persisting into 2024.
Excluding China, growth in emerging market and developing economies (EMDEs) is set to decline markedly, with the outlook
weakest in countries with elevated fiscal and financial vulnerabilities. The resurgence of recent banking sector turmoil
represents a serious risk. Widespread financial stress could have especially severe economic consequences.

1. Global growth is slowing

The global economy is forecast to slow substantially this year, with a

pronounced deceleration in advanced economies. Monetary
tightening is expected to have its peak impact this year for many
major economies. Global growth is forecast to decline to 2.1 percent
in 2023, a full percentage point less than in 2022, before a tepid
recovery to 2.4 percent in 2024. In emerging market and developing
economies (EMDEs) excluding China, growth is projected to fall to 2.9
percent in 2023, from 4.1 percent in 2022, as tight global financial
conditions and subdued external demand weigh on activity. Global
growth could weaken more than anticipated in the event of further
financial sector stress, or if persistent inflation prompts tighter-than-expected monetary policy.

2. Monetary policy will weigh on growth this year and next

The substantial near-term deceleration expected in advanced

economies is mainly due to the lagged effects of the sharp rise in policy
rates over the past year and a half, aimed at reining in high inflation.
Tight monetary policy in the United States, in particular, can adversely
affect EMDEs in several ways. It slows the U.S. economy, which reduces
demand for EMDE exports, and tends to lead to higher interest rates
in EMDEs.
3. Restrictive financial conditions pose severe challenges for vulnerable
EMDEs

The majority of EMDEs have so far withstood global monetary tightening

with limited financial stress. However, in EMDEs with pronounced
vulnerabilities (as reflected by low credit ratings) sovereign risk spreads
have widened sharply, domestic currencies have depreciated, and
already-limited fiscal space has dwindled further. Growth projections for
these economies have been revised markedly lower, to less than 1
percent in 2023.

4. The pandemic recovery remains weak

In per capita terms, the latest forecasts suggest a weak recovery from
the overlapping shocks of the past three years. Nearly a third of EMDEs,
including two-thirds of countries in fragile and conflict-affected
situations, are expected to have lower per capita incomes in 2024 than
they did in 2019. Fragility continues to aggravate humanitarian crises,
entrenching extreme poverty.

5. Further episodes of financial stress are a serious risk to the global

economy

Several large banks in advanced economies have failed this year. More—
and more disorderly—bank failures represent a key risk. The negative
effects would be greatest if banking turmoil were to escalate into a
systemic crisis, transmitted around the world via cross-border financial
linkages. This would result in a severe downturn in the global economy
in 2024—global growth could decline to just 0.3 percent. A severe credit
crunch confined mostly to advanced economies would do lesser though
still serious damage, reducing global growth in 2024 to 1.3 percent.

Source: [Link]

THE FORECAST BY IMF

Global growth is projected to fall from an estimated 3.5 percent in 2022 to 3.0 percent in both 2023 and 2024. While the
forecast for 2023 is modestly higher than predicted in the April 2023 World Economic Outlook (WEO), it remains weak by
historical standards. The rise in central bank policy rates to fight inflation continues to weigh on economic activity. Global
headline inflation is expected to fall from 8.7 percent in 2022 to 6.8 percent in 2023 and 5.2 percent in 2024. Underlying
(core) inflation is projected to decline more gradually, and forecasts for inflation in 2024 have been revised upward.

The recent resolution of the US debt ceiling standoff and, earlier this year, strong action by authorities to contain turbulence
in US and Swiss banking, reduced the immediate risks of financial sector turmoil. This moderated adverse risks to the outlook.
However, the balance of risks to global growth remains tilted to the downside. Inflation could remain high and even rise if
further shocks occur, including those from an intensification of the war in Ukraine and extreme weather-related events,
triggering more restrictive monetary policy. Financial sector turbulence could resume as markets adjust to further policy
tightening by central banks. China’s recovery could slow, in part as a result of unresolved real estate problems, with negative
cross-border spillovers. Sovereign debt distress could spread to a wider group of economies. On the upside, inflation could
fall faster than expected, reducing the need for tight monetary policy, and domestic demand could again prove more resilient.
 In most economies, the priority remains achieving sustained disinflation while ensuring financial stability. Therefore, central
banks should remain focused on restoring price stability and strengthening financial supervision and risk monitoring. Should
market strains materialize, countries should provide liquidity promptly while mitigating the possibility of moral hazard. They
should also build fiscal buffers, with the composition of fiscal adjustment ensuring targeted support for the most vulnerable.
Improvements to the supply side of the economy would facilitate fiscal consolidation and a smoother decline of inflation
toward target levels.

For advanced economies, the growth slowdown projected for 2023 remains significant: from 2.7 percent in 2022 to 1.5
percent in 2023, with a 0.2 percentage point upward revision from the April 2023 WEO. About 93 percent of advanced
economies are projected to have lower growth in 2023, and growth in 2024 among this group of economies is projected to
remain at 1.4 percent.

 In the United States, growth is projected to slow from 2.1 percent in 2022 to 1.8 percent in 2023, then slow further to 1.0
percent in 2024. For 2023, the forecast has been revised upward by 0.2 percentage point, on account of resilient consumption
growth in the first quarter, a reflection of a still-tight labor market that has supported gains in real income and a rebound in
vehicle purchases. However, this consumption growth momentum is not expected to last: Consumers have largely depleted
excess savings accumulated during the pandemic, and the Federal Reserve is expected to raise rates further.

 Growth in the euro area is projected to fall from 3.5 percent in 2022 to 0.9 percent in 2023, before rising to 1.5 percent in
2024. The forecast is broadly unchanged, but with a change in composition for 2023. Given stronger services and tourism,
growth has been revised upward by 0.4 percentage point for Italy and by 1.0 percentage point for Spain. However, for
Germany, weakness in manufacturing output and economic contraction in the first quarter of 2023 means that growth has
been revised downward by 0.2 percentage point, to –0.3 percent.

 Growth in the United Kingdom is projected to decline from 4.1 percent in 2022 to 0.4 percent in 2023, then to rise to 1.0
percent in 2024. This is an upward revision of 0.7 percentage point for 2023, reflecting stronger-than-expected consumption
and investment from the confidence effects of falling energy prices, lower post-Brexit uncertainty (following the Windsor
Framework agreement), and a resilient financial sector as the March global banking stress dissipates.

 Growth in Japan is projected to rise from 1.0 percent in 2022 to 1.4 percent in 2023, reflecting a modest upward revision,
buoyed by pent-up demand and accommodative policies, then slow to 1.0 percent in 2024, as the effects of past stimuli
dissipate.

For emerging market and developing economies, growth is projected to be broadly stable at 4.0 percent in 2023 and 4.1
percent 2024, with modest revisions of 0.1 percentage point for 2023 and –0.1 percentage point for 2024. However, this
stable average masks divergences, with about 61 percent of the economies in this group growing faster in 2023 and the rest–
–including low-income countries and three of the five geographic regions described in what follows––growing more slowly.

 Growth in emerging and developing Asia is on track to rise to 5.3 percent in 2023, then to moderate to 5.0 percent in 2024,
reflecting a modest (0.1 percentage point) downward revision for 2024. The forecast for China is unchanged at 5.2 percent
for 2023 and 4.5 percent for 2024, but with a change in composition: Consumption growth has evolved broadly in line with
April 2023 WEO projections, but investment has underperformed due to the ongoing real estate downturn in that country.
Stronger-than-expected net exports have offset some of the investment weakness, although their contribution is declining
as the global economy slows. Growth in India is projected at 6.1 percent in 2023, a 0.2 percentage point upward revision
compared with the April projection, reflecting momentum from stronger-than-expected growth in the fourth quarter of 2022
as a result of stronger domestic investment.

 Growth in emerging and developing Europe is projected to rise to 1.8 percent in 2023, reflecting a 0.6 percentage point
upward revision since April, and to rise further to 2.2 percent in 2024. The forecast for Russia in 2023 has been revised upward
by 0.8 percentage point to 1.5 percent, reflecting hard data (on retail trade, construction, and industrial production) that
point to a strong first half of the year, with a large fiscal stimulus driving that strength.

 Latin America and the Caribbean is expected to see growth decline from 3.9 percent in 2022 to 1.9 percent in 2023, although
this reflects an upward revision of 0.3 percentage point since April, and to reach 2.2 percent in 2024. The decline from 2022
to 2023 reflects the recent fading of rapid growth during 2022 after pandemic reopening, as well as lower commodity prices;
the upward revision for 2023 reflects stronger-than-expected growth in Brazil––marked up by 1.2 percentage points to 2.1
 percent since the April WEO––given the surge in agricultural production in the first quarter of 2023, with positive spillovers
to activity in services. It also reflects stronger growth in Mexico, revised upward by 0.8 percentage point to 2.6 percent, with
a delayed post-pandemic recovery in services taking hold and spillovers from resilient US demand.

 Growth in the Middle East and Central Asia is projected to decline from 5.4 percent in 2022 to 2.5 percent in 2023, with a
downward revision of 0.4 percentage point, mainly attributable to a steeper-than-expected growth slowdown in Saudi Arabia,
from 8.7 percent in 2022 to 1.9 percent in 2023, a negative revision of 1.2 percentage points. The downgrade for Saudi Arabia
for 2023 reflects production cuts announced in April and June in line with an agreement through OPEC+ (the Organization of
the Petroleum Exporting Countries, including Russia and other non-OPEC oil exporters), whereas private investment,
including from “giga-project” implementation, continues to support strong non-oil GDP growth.

 In sub-Saharan Africa, growth is projected to decline to 3.5 percent in 2023 before picking up to 4.1 percent in 2024. Growth
in Nigeria in 2023 and 2024 is projected to gradually decline, in line with April projections, reflecting security issues in the oil
sector. In South Africa, growth is expected to decline to 0.3 percent in 2023, with the decline reflecting power shortages,
although the forecast has been revised upward by 0.2 percentage point since the April 2023 WEO, on account of resilience in
services activity in the first quarter.

Forces Shaping the Outlook

The global recovery from the COVID-19 pandemic and Russia’s invasion of Ukraine is slowing amid widening divergences
among economic sectors and regions.

The World Health Organization (WHO) announced in May that it no

longer considers COVID-19 to be a “global health emergency.” Supply
chains have largely recovered, and shipping costs and suppliers’
delivery times are back to pre-pandemic levels. But forces that
hindered growth in 2022 persist. Inflation remains high and continues
to erode household purchasing power. Policy tightening by central
banks in response to inflation has raised the cost of borrowing,
constraining economic activity. Immediate concerns about the health
of the banking sector have subsided, but high interest rates are
filtering through the financial system, and banks in advanced
economies have significantly tightened lending standards, curtailing
the supply of credit. The impact of higher interest rates extends to
public finances, especially in poorer countries grappling with elevated
debt costs, constraining room for priority investments. As a result,
output losses compared with pre-pandemic forecasts remain large,
especially for the world’s poorest nations. Despite these headwinds, global economic activity was resilient in the first quarter
of 2023, with that resilience driven mainly by the services sector. The post-pandemic rotation of consumption back toward
services is approaching completion in advanced economies (including in tourism-dependent economies of southern Europe),
and it accelerated in a number of emerging market and developing economies in the first quarter (Figure 1). However, as
mobility returns to pre-pandemic levels, the scope for further acceleration appears more limited.

At the same time, nonservices sectors, including manufacturing, have shown weakness, and high-frequency indicators for the
second quarter point to a broader slowdown in activity. Amid softening consumption of goods, heightened uncertainties
regarding the future geoeconomic landscape, weak productivity growth, and a more challenging financial environment, firms
have scaled back investment in productive capacity. Gross fixed capital formation and industrial production have slowed
sharply or contracted in major advanced economies, dragging international trade and manufacturing in emerging markets
with them. International trade and indicators of demand and production in manufacturing all point to further weakness.
Excess savings built up during the pandemic are declining in advanced economies, especially in the United States, implying a
slimmer buffer to protect against shocks, including those to the cost of living and those from more restricted credit
availability.
The fight against inflation continues. Inflation is easing in most countries but remains high, with divergences across economies
and inflation measures. Following the buildup of gas inventories in Europe and weaker-than-expected demand in China,
energy and food prices have dropped substantially from their 2022 peaks, although food prices remain elevated. Together
with the normalization of supply chains, these developments have contributed to a rapid decline in headline inflation in most
countries. Core inflation, however, has on average declined more gradually and remains well above most central banks’
targets. Its persistence reflects, depending on the particular economy considered, pass-through of past shocks to headline
inflation into core inflation, corporate profits remaining high, and tight labor markets with strong wage growth, especially in
the context of weak productivity growth that lifts unit labor costs. However, to date, wage-price spirals—wherein prices and
wages accelerate together for a sustained period—do not appear to have taken hold in the average advanced economy, and
longer-term inflation expectations remain anchored. In response to the persistence of core inflation, major central banks
have communicated that they will need to tighten monetary policy further. The Federal Reserve paused rate hikes at its June
meeting but signaled further ones ahead, and the Reserve Bank of Australia, Bank of Canada, Bank of England, and European
Central Bank have continued to raise rates. At the same time, in some other economies, particularly in East Asia, where
mobility curbs during the pandemic restricted demand for services longer than elsewhere, core inflation has remained low.
In China, where inflation is well below target, the central bank recently cut policy interest rates. The Bank of Japan has kept
interest rates near zero under the quantitative and qualitative monetary easing with yield curve control policy.

Acute stress in the banking sector has receded, but credit availability is tight. Thanks to the authorities’ swift reaction, the
March 2023 banking scare remained contained and limited to problematic regional banks in the United States and Credit
Suisse in Switzerland. Accordingly, since the April 2023 WEO, global financial conditions have eased (Box 1), a sign that
financial markets may have become less concerned about risks to financial stability coming from the banking sector. But tight
monetary policy continues to put some banks under pressure, both directly (through higher costs of funding) and indirectly
(by increasing credit risk). Bank lending surveys in the United States and Europe suggest that banks restricted access to credit
considerably in the first quarter of 2023, and they are expected to continue to do so in coming months. Corporate loans have
been declining lately, as has commercial real estate lending.

Following a reopening boost, China’s recovery is losing steam. Manufacturing activity and consumption of services in China
rebounded at the beginning of the year when Chinese authorities abandoned their strict lockdown policies; net exports
contributed strongly to sequential growth in February and March as supply chains normalized and firms swiftly put backlogs
of orders into production. Nonetheless, continued weakness in the real estate sector is weighing on investment, foreign
demand remains weak, and rising and elevated youth unemployment (at 20.8 percent in May 2023) indicates labor market
weakness. High-frequency data through June confirm a softening in momentum into the second quarter of 2023.

Source: [Link]

INDIAN ECONOMY

Weak global demand and the effect of monetary policy tightening to manage inflationary pressures will constrain the
economy in FY 2023-24, limiting real GDP growth to 6%. Moderating inflation and monetary policy easing in the second half
of 2024 will help discretionary household spending regain momentum. This, along with improved global conditions, will help
economic activity to accelerate, with growth of 7% in real GDP in FY 2024-25.

Despite an impressive growth and development record, daunting challenges remain. Creating good jobs is the most promising
pathway to reduce poverty, which is particularly high in the female population. Increasing investment in education and
vocational training, and updating labour laws, would help to achieve this objective. India is particularly vulnerable to extreme
heatwaves and must make progress in mobilising resources for investment in the green economy.

Moderating demand and high inflation have slowed economic activity FY 2022-23 ended on a positive note, due to higher-
than-expected agriculture output and strong government spending. However, high inflation, in particular for energy and food,
and the ensuing monetary tightening to anchor expectations are weighing on purchasing power and household consumption,
particularly in urban areas. Tighter financial market conditions are reflected in weakening credit-supported demand for
capital goods, a good proxy for business investment. The merchandise trade deficit was 40% larger in FY 2022-23 than in FY
2021-22, with trade in petroleum accounting for over two-fifths of the deterioration. Although services export growth
remains brisk and the sectoral surplus rose by 35%, it is insufficient to offset the imbalance in goods’ trade. Low labour
productivity is affecting the competitiveness of “Made in India” goods and participation in global value chains. The current
account deficit narrowed in the October-December quarter to 2.2% of GDP, from 2.7% in the same period in FY 2021-22.
Headline inflation has fallen below 6% (the central bank’s upper bound of the tolerance band) since March 2023, mostly due
to lower food prices, as well as base effects. Employment and wage estimates suggest improving labour market conditions in
rural areas, while export-oriented service firms report increasing difficulties filling vacancies.

Domestic growth prospects are strongly influenced by global developments. India has seized the opportunity of discounted
Urals oil, which has increased Russia’s share in its energy imports. The sourcing of fertilisers from Russia has also increased
considerably, more than doubling in volume in the case of urea. Overall, Indian imports from Russia rose from USD 9.9 billion
(1.6% of total imports) in FY 2021-22 to USD 46.2 billion (6.5%) in FY 2022-23.

Macroeconomic policies remain restrictive

Monetary policy is focused on anchoring inflation expectations and bringing headline inflation consistently within the 2-6%
tolerance band. A long cycle of policy rate increases came to a halt in April. Following one further small increase, rates are
expected to remain unchanged until the end of the calendar year, when evidence will confirm whether core inflation, which is
less sensitive to weather conditions and geopolitical tensions, has durably diminished. The projections assume mild interest
rate declines from mid-2024.

During the projection period, the priority for fiscal policy is to control government debt, so as to keep it at sustainable levels,
reduce interest payments, and thereby free resources for public investment in physical and human capital and initiatives to
adapt to population aging. The Pradhan Mantri Garib Kalyan Anna Yojana scheme provided free foodgrains to eligible
beneficiaries during the pandemic, but targeting was imprecise – as testified by the number of beneficiaries (820 million), well
in excess of most estimates of the poor population (between 400 and 500 million) – and the cost excessive. Its suppression in
2023 reinforces the need to update the 2011 Census in order to guarantee coverage of eligible families. The next 25 years until
the 2047 centenary of Independence will be crucial for India to fight poverty and the government strategy (so-called Amrit
Kaal) will require a large increase in capital investment outlays.
The economy will not escape the global slowdown

After reaching 7.2% in FY 2022-23, real GDP growth is expected to slow to 6% in FY 2023-24, before rising to 7% in FY 2024-25.
While indicators suggest that India’s growth is stable for now, headwinds from the impact of rapid monetary policy tightening
in the advanced economies, heightened global uncertainty and the lagged impact of domestic policy tightening will
progressively take effect. With slower growth, inflation expectations, housing prices and wages will progressively moderate,
helping headline inflation converge towards 4.5%. This will allow interest rates to be lowered from mid-2024. The trade
restrictions (including export bans on various rice varieties) imposed in 2022 to fight inflation are assumed to be withdrawn.
The current account deficit will narrow, reflecting abating import price pressures.

Most risks to the projections are tilted to the downside. While banks’ solvency ratios and financial results have improved and
the authorities have enhanced loan-loss provisioning and established a ‘bad bank’, any deterioration of banks’ asset quality
could threaten macro-financial stability. In the run-up to the 2024 elections, fiscal consolidation may be delayed, and the
conclusion of trade agreements may become more difficult. A potentially below-normal monsoon season could also impact
growth. Declining geopolitical uncertainty, on the other hand, would boost confidence and benefit all sectors, as would a
faster-than-expected conclusion of free-trade agreements with key partners and the incorporation therein of services.

Climate change and gender gaps require targeted policies

More than half of the Indian population lives in the Indo-Gangetic Plain and is exposed to the increasingly frequent and
extreme heatwaves caused by climate change. It is estimated that almost 100 000 extra lives are lost every year due to hot
weather and the flooding that can follow. The economic costs are also large, including labour losses, a meagre wheat harvest,
greater livestock mortality and power outages. Reducing global greenhouse gas emissions, including in India, will help limit
such losses in the long term. However, measures that can immediately reduce the impact of extreme weather events are also
needed, such as improved infrastructure to prevent flooding. Sustainable development also requires further progress in gender
equality across many dimensions, including access to health, education and capital. Impressive results have been attained, for
instance in financial inclusion, but substantial gaps remain. Policy formulation and execution should fully incorporate gender
considerations and specific indicators. Enhanced policy efforts to increase childcare assistance, vocational training and life-
long education for working women would also be welcome. Better enforcement of the land rights of women would strengthen
their economic position and, by making it possible to use this asset as collateral, may also facilitate investments in climate
mitigation and adaptation.

Source:[Link]

Road Ahead
In the second quarter of FY 2022-23, the growth momentum of the first quarter was sustained, and high-frequency indicators
(HFIs) performed well in July and August of 2022. India's comparatively strong position in the external sector reflects the
country's generally positive outlook for economic growth and rising employment rates. India ranked fifth in foreign direct
investment inflows among the developed and developing nations listed for the first quarter of 2022.

India's economic story during the first half of the current financial year highlighted the unwavering support the government
gave to its capital expenditure, which, in FY 2022–23 (until August 2022), stood 46.8% higher than the same period last year.
The ratio of revenue expenditure to capital outlay decreased from 6.4 in the previous year to 4.5 in the current year, signaling
a clear change in favour of higher-quality spending. Stronger revenue generation as a result of improved tax compliance,
increased profitability of the company, and increasing economic activity also contributed to rising capital spending levels.

Despite the continued global slowdown, India's exports climbed at the second highest rate this quarter. With a reduction in
port congestion, supply networks are being restored. The CPI-C and WPI inflation reduction from April 2022 already reflects
the impact. In August 2022, CPI-C inflation was 7.0%, down from 7.8% in April 2022. Similarly, WPI inflation has decreased
from 15.4% in April 2022 to 12.4% in August 2022. With a proactive set of administrative actions by the government, flexible
monetary policy, and a softening of global commodity prices and supply-chain bottlenecks, inflationary pressures in India look
to be on the decline overall.

(Source: [Link]
 Global IT Industry Outlook

The global Information Technology market size grew from USD 8179.48 billion in 2022 to USD 8853.41 billion in 2023 at a
compound annual growth rate of 8.2%. The information technology service market is comparatively concentrated, with a
number of big, global players. Around 30% of the total market share in 2019 is made top five competitors in the market. IBM
is the largest competitor, followed by Accenture, HPE, Microsoft, and SAP.

In the scope considered, players are offering solutions such as ABB Ltd., Siemens AG, and Cognex Corporation, among others.
The industry 4.0 product offerings of ABB Ltd. Include robotics, PLC automation, control room solutions, and motors and
generators, among others. Similarly, Siemens AG provides building technologies, industrial automation, and mobility, among
others.

Increasing trends of digitization and internet penetration due to the

increasing focus of various industries on efficiency and profitable
productivity are driving the growth opportunities of the market. Recent
advances in digital technologies and industrial computerization have begun
to expand the possibilities for industrial value chain interruption. With the
advent of the fourth industrial revolution (i4.0), companies are experiencing
improved efficiencies, reduced cost benefits, increased production,
personalized offerings, and most importantly, the development of new
revenue and business models. As the Internet of Things (IoT) has grown in
popularity in recent years, digital twins have attracted a lot of attention. A
digital twin is a virtual model that follows the lifecycle of a physical entity or
mechanism. This technology has allowed OEM manufacturers and automakers to remotely track and manage equipment
and systems by providing near real-time insights between the physical and digital worlds. To spot bottlenecks, streamline
processes, and innovate product growth, digital twin technology provides an unparalleled insight into assets and production.

Segmentation

 BY Type: IT Services, Computer Hardware, Telecom, Software Products

 By Organization Size: Large Enterprise, Small and Medium Enterprises
 End User Industry: Financial Services, Retail & Wholesale, Manufacturing, Healthcare, Other end user intermediary

Global CBS Industry Outlook

The global core banking software market size was valued at USD 12.51 billion in 2022. The market is projected to grow from
USD 14.54 billion in 2023 to USD 47.37 billion by 2030, exhibiting a CAGR of 18.4% during the forecast period.

Core Banking Software (CBS) is a back-end solution that banking organizations deploy to maintain the flow of banking
activities such as transactions, payments, and other financial records. It offers online centralized banking activities in real-
time to users. Various banks are implementing CBS to assist their users in performing multiple bank-related activities such
as debts, loan processes, money transactions, and access to their respective accounts. The increasing investments by key
players in fintech technologies, CBS, and others are expected to drive the growth of the market. In addition, the rising need
for the management of customer accounts from a single server is set to boost the core banking software market growth.
The rising adoption of technologies such as the cloud, Big Data, and Artificial Intelligence (AI) is changing the landscape of
the banking industry. The integration of such technologies with the banking process assists to advance their visualization
capabilities, resolve customer queries, and make complicated data usable. The technologies help in increasing connectivity
and providing advanced security methods in banks & financial institutions. According to SAS insights, 30% of the employees
in the banking industry rely and trust AI driven outputs and utilize them for enhanced business analysis.
Driving Factor

Rising Adoption of Cloud-based Solutions among Enterprises to Aid Growth:

One of the significant market drivers is the rising adoption of SaaS-based or cloud-based banking platforms provided by
software specialists such as Finastra, FIS global, and Temenos AG. Cloud-based platforms allow banking organizations to
monitor payments, transactions, and other banking activities. Thus, the rising demand for productivity and improvement in
enterprises will encourage the growth of the market. Key players are focusing on launching new products to gain a
competitive edge in the market. For instance, in January 2023, Kenya based Fintech Company – Kwara acquired IRNET Coop
to deploy a cloud-based core banking platform. It also gained their existing consumer base as IRNET was a subordinate
partner of Kenya Union of Savings and Credit Cooperatives (KUSCC). These new products would provide comprehensive
banking functionality to its consumers. It aims to accelerate the adoption of the cloud among enterprises.

According to Enterprise Cloud Index (ECI) 2022, cloud adoption in BFSI industries is expected to double in three years,
boosting the market from 26% to 56%. Therefore, the rising adoption of cloud-based solutions and banking platforms by
various banks is expected to drive the market growth in the forthcoming years. Also, the rising usage of Big Data, Payment
as a Service (PaaS), cyber security, and remote banking solutions is expected to boost the market expansion during the
forecast period.

Restraining Factors

Information Security and Privacy Concerns Associated with Banking System May Hinder Market Growth

With the soaring popularity of advanced core banking software, security concerns about unencrypted data, application
vulnerabilities, mobile malware, and information loss are also increasing. Information security and privacy concerns can
reduce the revenues in credit unions, corporate banks, and financial institutes. According to IBM X-force 2021 report, 22.4%
of cyber-attacks were targeted toward financial and insurance organizations. Out of these attacks, 70% were directed toward
banks, 16% were aimed at insurance organizations, and the remaining 14% were targeted at other financial organizations.
Thus, with growing advancements, the concern for data safety is increasing.

Segmentation

 By Deployment Analysis

Based on deployment, the market is bifurcated into SaaS/hosted and licensed. Among these, the SaaS/hosted segment
is estimated to hold the largest market share with highest CAGR in the estimated study timeframe. The growth is
 attributable to enterprises' rising demand for cloud-based banking systems. Such solutions would assist end-users in
improving banking activities, including calculating interests, servicing loans, processing withdrawals, and deposits.
According to the Future of Cloud in Banking report, 60% of banks in North America are increasing their cloud
investments in the upcoming years. Similarly, 82% in EMEA and 83% in APAC regions for cloud investments direct the
market toward a healthy growth in cloud adoption.

 By Banking Type Analysis

Based on banking type, the market is classified into small banks, midsize banks, large banks, community banks, and
credit unions. During the forecast period, it is expected that large banks will hold the largest core banking software
market share. The growth is expected to be driven by the rising adoption of interconnected devices and increasing use
of the internet to analyse and oversee banking operations.

 By End-user Analysis
By end-user, the market is divided into retail banking, treasury, corporate banking, and wealth management. The
corporate banking segment is likely to hold the dominant share during the predicted period owing to increasing
adoption of online and mobile banking software among users to track and monitor banking activities in real-time.
Wealth management segment is projected to exhibit the highest growth rate and is expected to gain traction in the
coming years. Major factors for the growth of this sector are rising digitalization & process automation and increasing
demand for investment modules. Besides, the rising implementation of such banking solutions across retail banking
and treasury is expected to propel the market growth.

Top impacting factors

1. Surge in adoption of core banking technology: The banking industry has become a fastest adopter of technologies such
as cloud computing, application programming interfaces (APIs), data analytics, artificial intelligence, robotic process
automation (RPA), chatbots, machine learning, and blockchain, among others. In addition, with an implementation of
core banking solutions, banks are able to perform effective customer analysis while simultaneously enabling customers
to carry out their usual banking transactions effectively. Therefore, to modernize banking functionality, several banks
are implementing core banking solutions to provide more integrated & value-added services. Hence, adoption &
implementation of core banking solutions among banks drive the core banking solutions market growth.

2. Huge maintenance cost & shortage of skilled workforce: Increase in non-availability of low skilled labor, which are
needed to perform highly advance tasks in the banking sector has become one of the major factors limiting the market
growth. In addition, to maintain unprecedented levels of speed, accuracy, and cost efficiency banking operations with
an implementation of core banking solutions is lacking in the banking industry. Moreover, high initial investments &
maintenance cost of the software are expected to hamper the core banking solutions market growth.

3. Growth in mergers & acquisitions among banks & financial institutions across regions: With growth in core banking
mergers & acquisitions, key players are seeking to accelerate their existing product development processes in the
market. In addition, banks & financial institutions are adopting new approaches for on-going business operations rather
than rebuilding from scratch. Therefore, to meet customer expectations & enhance automated banking services on a
single platform, banks & financial institutions require modernization of core banking systems. As a result, while
executing mergers & acquisitions to operate faster, smarter, and provide real-time digital customer experience, banks
& financial institutions are expected to adopt & implement core banking solutions. These factors, therefore, anticipated
to create an immense opportunity to the core banking solutions market in upcoming years.

Core Banking Software Market Regional Insights:

The global market is studied across five regions, North America, Asia Pacific, Europe, the Middle East & Africa, and South
America.
 The North America region dominated the market with 29 % share in 2022. The
huge scope adoption of advanced core banking software by top banks in the
region will fuel the development of the regional market. Moreover, small and
medium enterprises in the locale are executing these solutions for the successful
progression of financial activities. The rapid increasing sizes of organisations and
the developing areas of use of these solutions will additionally help the
development of the provincial market through the forecast period. The region has
seen increasing interest for advanced cloud-based core banking software systems
recently.

The Asia-Pacific region is expected to witness significant growth at a CAGR of 4.7%

through the forecast period. Asia Pacific is will arise as the quickest developing
provincial market over the forecast period. Market development in Asia Pacific is
probably going to be fundamentally determined by the rising adoption of mobile
and online business applications in the financial area. Moreover, various banks in
the region are focusing on taking on core banking system as these systems assist them with managing high volume of
data and banking activities without interference. Besides, the developing economies of Asia Pacific nations, like China
and India would drive the adoption of core banking system in the region. A rising focus on R&D exercises and
developments in innovation across these nations will additionally fuel the development of the market.

Competitive Landscape
The following are key players in the global CBS market:

 Temenos headquarters SA
 Fiserv Inc.
 EdgeVerve systems limited
 Capital Banking Solutions
 Ncr Corporation
 Finastra International Limited
 Fis
 SAP SE
 Oracle Corporation
 Mambu Gmbh
 Temenos AG
Source: ([Link]
Source: ([Link]
 Indian IT Market

The IT sector has become one of the most significant growth catalysts for the Indian economy, contributing significantly to the
country’s GDP and public welfare. The IT industry accounted for 7.4% of India’s GDP in FY22, and it is expected to contribute
10% to India’s GDP by 2025.

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

The current emphasis is on the production of significant economic value and citizen empowerment, thanks to a solid
foundation of digital infrastructure and enhanced digital access provided by the Digital India Programme. India is one of the
countries with the quickest pace of digital adoption. This was
accomplished through a mix of government action, commercial
innovation and investment, and new digital applications that are
already improving and permeating a variety of activities and different
forms of work, thus having a positive impact on the daily lives of
citizens. India’s rankings improved six places to the 40th position in
the 2022 edition of the Global Innovation Index (GII).

Market Overview:

According to National Association of Software and Service Companies

(Nasscom), the Indian IT industry’s revenue touched US$ 227 billion
in FY22, a 15.5% YoY growth.

According to Gartner estimates, IT spending in India is expected to

increase to US$ 101.8 billion in 2022 from an estimated US$ 81.89
billion in 2021.

Indian software product industry is expected to reach US$ 100 billion by 2025. Indian companies are focusing on investing
internationally to expand their global footprint and enhance their global delivery centres.
The data annotation market in India stood at US$ 250 million in FY20, of which the US market contributed 60% to the overall
value. The market is expected to reach US$ 7 billion by 2030 due to accelerated domestic demand for AI.

Exports from the Indian IT industry stood at US$ 149 billion in FY21. Export of IT services has been the major contributor,
accounting for more than 51% of total IT export (including hardware). BPM and engineering and R&D (ER&D) and software
products export accounted for 20.78% each to total IT exports during FY21. The ER&D market is expected to grow to US$ 42
billion by 2022.

The IT industry added 4.45 lakh new employees in FY22, bringing the total employment in the sector to 50 lakh employees.

Sector Composition of Indian IT Market:

1. IT Services: ITS involves a range of engagement types that include consulting, systems integration, IT
outsourcing/managed services/hosting services, training and support/ maintenance.

2. Business Process Management: Owns and manages the selected processes based on defined and measurable
performance metrics. The evolution of this subsector marks the shift in the delivery of business processes from high-cost
destinations to low-cost ones. This shift is enabled by advancements in information and communication technologies.
3. Software Products: SPD are programmes or code sets of any type, commercially available through sale, lease, rental or
as a service. Packaged software revenues typically include fees for initial and continued right-to-use packaged software
licenses.

4. Engineering research & Development: Associated with the creation of a product or service, as well as those associated
with maximising the life span and optimising the yield associated with a product or asset. This not only includes design
elements of the product or service itself, but also encompasses the infrastructure, equipment and processes engaged in
manufacturing/ delivering them.

Exports in Indian IT Sector:

According to NASSCOM’s report, India’s IT industry has been exceptionally resilient during the pandemic, driven by
increased technology spending, accelerated technology adoption, and digital transformation. This is evident in the swift
and wide-scale remote working adoption of one of the world’s largest IT workforces. Capitalising on the learnings from
the first wave, the industry’s response to the second wave has moved beyond addressing the immediate challenges to
significantly enhancing capabilities to become a future-ready organisation. An obsession with customer-centricity,
domain-specific solutions, a digital-first talent pool, and a laser-sharp focus on creating future-ready solutions have been
the key pillars that enabled technology firms to respond proactively to emerging customer demand throughout the
pandemic.

IT revenues registered YoY growth of 15.5 per cent during FY22 compared to 2.1 per cent growth in FY21, with all sub-
sectors showing double-digit revenue growth. Within the IT sector, IT services constitute the majority share (greater than
51 per cent). Exports (including hardware) witnessed a growth of 17.2 per cent in FY22 compared to 1.9 per cent growth
in FY21, owing to the increased reliance of businesses on technology, the roll-out of cost-reducing deals and the use of
core operations. Growth in exports was seen across all the major markets, with the USA, Europe (excl. UK), and the UK
continues to be the major markets. Many firms are now focusing on new markets, more prominently the Middle East
 and Latin America leading to market diversification, which will increase the IT-BPM sector’s resilience in the coming years.
The industry recorded nearly 10 per cent estimated growth in direct employee pool in FY22 with a highest-ever net
addition to its employee base. The domestic technology industry is estimated to grow at 10 per cent on account of
enterprise digital acceleration and transformation.

Major Growth Drivers in the IT Market:

1. Increasing penetration of digital tech and “Made in India digital-first solutions for the world.”
In India, the proportion of digital revenue as a percentage of total revenue has increased from around 26-28 per cent
in FY20 to 30-32 per cent in FY22. In recent years, India has emerged as a global powerhouse for Engineering R&D
(ER&D) and innovation and is steadfastly committed to ushering future growth and innovation for global enterprises.
Many Global Competency Centres (GCCs) have been incorporated in India in the last six years. GCCs in India are
increasingly performing complex R&D functions and are leveraging futuristic technologies and developing digitally
innovative products as well building either the largest or the second-largest ER&D hubs in India. Patent filing has
increased drastically, with over 138,000 patents filed between 2015- 21, with over 85,000 filed in emerging
technologies.

2. Margin defence through operational excellence

Margin defence has been the critical focus amidst supply challenges as growing demand for tech talent puts pressure
on margins with a limited opportunity to pass on the cost increase. Key margin levers include increased capacity
utilisation, a higher share of offshore revenue, a declining share of travel and facility costs, and operating leverage.

3. India is a digital talent nation

India has emerged as a digital talent nation with a high share of the working population and growing undergraduate
enrolments. Employment across technology companies witnessed an increase, with an uptrend in the digital talent
base. New talent hiring from tier-2 cities, with a focus on reskilling non-tech talent, has led India to evolve as a
significant subcontractor base, with more women getting back into the workforce.

4. Leading in hybrid work models

Indian tech industry led the adoption of hybrid work models. The technology used for augmenting employee
experience and integrating tech solutions in aspects such as employee onboarding, communication, collaboration,
and employee well-being & enablement has been the major driver. The HR functions at organisations are undergoing
a transformation journey; the organisations are moving forward with an objective to deliver cost savings while
expanding services and improving experiences by using a combination of labour arbitrage, optimised workforce
models, elimination of low-value vendor spends, increasing talent liquidity and reducing people space cost.

Government Initiative: Some of the major initiatives taken by the government to promote the IT and ITeS sector in India
are as follows:
 In the Union Budget 2023-24, the allocation for IT and telecom sector stood at Rs. 97,579.05 crore (US$ 11.77
billion).
 In September 2022, the new Telecommunications Bill 2022 was published for public consultation by the Ministry
of Communications as a move toward creating a new telecom framework in India.
 In August 2022, the Indian Computer Emergency Response Team (CERT-In), in collaboration with the Cyber
Security Agency of Singapore (CSA), successfully planned and carried out the "Synergy" Cyber Security Exercise
for 13 countries to build network resilience against ransomware attacks.
 In June 2022, STPI Director General Mr. Arvind Kumar stated that exports through STPI units have increased
from Rs. 17 crore (US$ 2.14 million) in FY92 to Rs. 5.69 lakh crore (US$ 71.65 billion) in FY22.
 In May 2022, it was announced that Indians can now avail their Digilocker services through Whatsapp to get
easy access to their official documents.
 In April 2022, the Indian Computer Emergency Response Team (CERT-In) issued Directions to strengthen the
cybersecurity in the country.
 In the Union Budget 2022-23, the allocation for IT and telecom sector stood at Rs. 88,567.57 crore (US$ 11.58
billion).
 The government introduced the STP Scheme, which is a 100% export-oriented scheme for the development and
export of computer software, including export of professional services using communication links or physical
media.
 In November 2021, the government launched the Internet Exchange in Uttarakhand to enhance the quality of
internet services in the state.
 The Karnataka government has signed three MoUs worth US$ 13.4 million (Rs. 100.52 crore) to help the state's
emerging technology sector.
 In September 2021, the Indian government announced a plan to build a cyber-lab for the ‘Online Capacity
Building Programme on Crime Investigation, Cyber Law and Digital Forensics’ to strengthen cyber security
capabilities.
 In September 2021, the Ministry of Electronics and Information Technology (MeitY) organised a workshop under
the theme of ‘Connecting all Indians’ to promote public and private stakeholders’ interest in the country and
expand internet access to remote areas.
 In September 2021, the Indian government launched the Meghalaya Enterprise Architecture Project (MeghEA)
to boost service delivery and governance in the state by leveraging digital technologies, to make Meghalaya a
high-income state by 2030.
 In September 2021, the Indian government launched Phase II of Visvesvaraya PhD Scheme to encourage
research in 42 emerging technologies in information technology (IT), electronics system design & manufacturing
(ESDM) and information technology enabled services (ITES).
 In September 2021, the Indian government inaugurated five National Institute of Electronics & Information
Technology (NIELIT) Centres in three North-Eastern states to boost availability of training centres and
employment opportunities.
 On July 2, 2021, the Ministry of Heavy Industries and Public Enterprises launched six technology innovation
platforms to develop technologies for globally competitive manufacturing in India. The six technology platforms
have been developed by IIT Madras, Central Manufacturing Technology Institute (CMTI), International Centre
for Automotive Technology (iCAT), Automotive Rese arch Association of India (ARAI), BHEL, and HMT, in
association with IISc Banglore.
 The Department of Telecom, Government of India and Ministry of Communications, Government of Japan,
signed an MoU to enhance cooperation in areas of 5G technologies, telecom security and submarine optical
fibre cable system.
ROAD AHEAD:

 India is the topmost offshoring destination for IT companies across the world. Having proven its capabilities in
delivering both on-shore and off-shore services to global clients, emerging technologies now offer an entire new
gamut of opportunities for top IT firms in India.
 The Indian IT & business services industry is expected to grow to US$ 19.93 billion by 2025. Spending on
information technology in India is expected to reach US$ 144 billion in 2023. By 2026, widespread cloud
utilisation can provide employment opportunities to 14 million people and add US$ 380 billion to India's GDP.
 As per a survey by Amazon Web Services (2021), India is expected to have nine times more digitally skilled
workers by 2025.
 IT spending in India is expected to increase to US$ 110.3 billion in 2023 from an estimated US$ 81.89 billion in
2021.
 In November 2021, Mr. Piyush Goyal, Minister of Commerce and Industry, Consumer Affairs, Food and Public
Distribution and Textiles, lauded the Indian IT sector for excelling its competitive strength with zero government
interference. He further added that service exports from India has the potential to reach US$ 1 trillion by 2030.
Source: [Link]

Source: [Link] (Economic Survey 2022-23)

 OUR BUSINESS

Some of the information in this section, including information with respect to our plans and strategies, contain forward-looking
statements that involve risks and uncertainties. Before deciding to invest in the Equity Shares, investors should read this Red
Herring Prospectus. An investment in the Equity Shares involves a high degree of risk. For a discussion of certain risks in
connection with investment in the Equity Shares, you should read “Risk Factors” on page 28 for a discussion of the risks and
uncertainties related to those statements, as well as “Financial Statements” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 223 and 256 respectively, for a discussion of certain factors that may
affect our business, financial condition or results of operations. Our actual results may differ materially from those expressed
in or implied by these forward-looking statements. Unless otherwise stated, the financial information used in this section is
derived from our Restated Financial Statements.

BUSINESS OVERVIEW:

Trust Fintech Limited is a Nagpur based SaaS Product focused company which has carved a niche in providing Core Banking
Software, IT Solutions, ERP Implementation and Customized Software Solutions Development, SAP B1 and Offshore IT services
for the BFSI sector. TFL was founded by Mr. Hemant Chafale, Mr. Heramb Ramkrishna, Mr. Mandar Kishor Deo with a focus on
delivering secured core banking solutions & world-class technology solutions to a virtually integrated banking and financial
eco-system. The company has evolved in the last 25 years and adapted to the technological and market shifts to reach the
current business model and product version. Trust Fintech is consistently expanding its business footprints in India and Globally
by adapting to ever-changing regulatory compliances for the global BFSI sector.

We have invested in developing more than 10+ (ten) banking related products for Commercial and Cooperative Banks and
Financial Institutions, which comprise Core Banking Software, Loan Origination software, GST compliance software, Financial
Accounting & Billing Software, GST Suvidha provider, SAP B1 Services (for Implementation, Support and Add-on Development),
Various add-on modules for Statutory Report Generation, ATM Reconciliation, Anti-Money Laundering, Agency Banking,
Mobile Banking leveraging end to end solutions to address the evolving needs of banking Solutions. Since we provide banking
solutions, therefore all the product solutions are built by keeping in mind the RBI compliance requirements, which the banks
have to follow and also the product is designed in configurable architect, which gives the flexibility to incorporate the changes
which may be required to be complied by the banks, pursuant to the change in the policy and compliances as notified by the
RBI. Also, our Core Banking Product (TrustBankCBS) is flexible enough to customize for the Central Bank requirements, by
customizing this software, we have served this software in India Shrilanka, Nepal, California, Ghambia, Tanzania, Ghana,
Liberia, Nigeria, Zimbabwe, and few more countries.

Our company is majorly involved in the Implementation, and deployment of Core banking Software i.e TrustBankCBS or
MicroFinS. TrustBankCBS mainly serves the needs of medium to large banks & financial institutions and MicroFinS serves the
needs of Small & growing Co-operative Societies, SACCOS & similar banking institutions. Our flagship product, TrustBankCBS,
is a web-based software. It is available “on-premises with infrastructure” i.e. it offers the flexibility to the customer to deploy
TrustBankCBS on their own premises with customized infrastructure. Alternatively, it is also available as off-the-shelf banking
software solution in a 'Software as a Service' (SaaS) model. This covers bundled solutions of software and hosting
infrastructure on a rental basis for those preferring a hassle-free solution.

TrustBankCBS, with its diverse in-built modules, streamlines banking operations by offering end-to-end solutions. It facilitates
seamless customer onboarding, KYC compliance, and robust loan management. The system enhances front-office and back-
office efficiency, ensuring smooth retail and corporate banking services. It provides features like digital banking interfaces,
statutory compliance reports, and anti-money laundering tools, contributing to operational transparency and regulatory
adherence. With modules for treasury management, funds automation, and business intelligence, TrustBank CBS empowers
banks to operate efficiently, meet compliance requirements, and deliver a superior customer experience.

On the other hand, MicroFinS is a cloud-based Core Banking Solution for the Savings & Credit for Co-operative Society
(SACCOS), Credit Unions, Microfinance Institutions. Developed on an open-source platform i.e. PHP, MYSQL Running on
Ubantu Linux OS. MicroFinS offers a suite of solutions, covering diverse accounts, deposits, centralizable configurations,
business intelligence, loans, and statutory compliances. Its graphical Business Intelligence reports enable quicker decision-
making, while features like configurable loan products and centralized parameters streamline operations, making it a valuable
asset for SACCOS with a focus on affordability and efficiency.

Our company proudly holds several quality certifications including ISO 27001:2013, ISO 9001:2015, and CMMI Level 5
reaffirming our commitment to management of information security, comprehensive IT solutions, and advanced software
services. Also, TrustBankCBS Software is tested for “VAPT” by CERT-IN certified auditors which demonstrates security and
robustness of the software. With 25+ years of operational excellence and a dedicated team of 250+, we provide advanced
software services to Public Sector Banks, Co-Operative Banks, District Co-Operative Banks, Regional Rural Banks, Large Credit
Societies, NBFC, Large commercial Banks (Add-on Business), PACS, Credit Unions in USA and South American countries that
meet international quality. Currently, we are serving customers in more than 15 States of India and in more than 10 countries
including California, Nepal, Gambia, Ghana, Liberia, Nigeria, Sri Lanka, Tanzania, Zimbabwe, Siberia, Central Africa Republic.

Our organization currently operates through its offices located in Nagpur, Pune, and Mumbai spread across total area of
1064.42 sq. mtr. accommodating a workforce of over 250+ employees. The Nagpur property is currently over utilized and lacks
the capacity to accommodate additional personnel.

Pictures of our Nagpur office is provided below: -

 Key Highlights

 Established in 1998; Serving BFSI Vertical since inception.

 ISO 27001, ISO 9001:2015 Certified Company.
 Global Footprint in 10+ Countries.
 Strong Team of 250+ Dedicated Professionals.
 Empanelled by Government of India as a GSP - GST Service provider.
 Empanelled with Govt. of Maharashtra as IT Service Provider for state-wise computerization.
 Empanelled by NeGD as agency for Integration of Different Applications with e-Governance system (Under Digital India).
 Empanelled vendor of NAFCUB to provide CBS and all other related services to Urban Cooperative Banks.
 Microsoft Gold Partner as an "Independent Software Vendor (ISV)".
 CMMi Level 5 Certified Company.
 Global Partner Network for Sales & Support to Customers.

Product Wise Revenue Breakup:

Segment Wise Revenue Breakup of last 3 years and for the period ended as on September 30, 2023 are as under:
[Link]. Segment For the Period ended For the year ended For the year ended as For the year ended
as on September 30, as on March 31, on March 31, 2022 as on March 31,
2023 2023 2021
Revenue %age Revenue %age Revenue %age Revenue %age
1. TrustBankCBS AMC 487.89 25.92 441.84 19.60 359.25 20.37 183.15 7.65
2. TrustBankCBS One time 460.93 24.49 753.61 33.43 370.93 21.04 1,321.43 55.18

3. TrustBankCBS Rental 386.46 20.53 672.95 29.85 712.02 40.38 396.34 16.55

4. Export TrustBankCBS 429.30 22.81 211.57 9.38 134.13 7.61 172.61 7.21

5. Addon AMC 45.88 2.44 96.08 4.26 103.63 5.88 149.16 6.23

6. SAB B1 31.83 1.69 9.36 0.42 11.98 0.68 37.60 1.57

7. Soft GST 31.02 1.65 65.60 2.91 66.31 3.76 44.66 1.86

8. LOS one time 6.80 0.36 0.00 0.00 1.14 0.06 1.50 0.06

9. MicroFinS 1.18 0.06 2.89 0.13 1.33 0.08 82.45 3.44

10. Export MicroFinS 0.85 0.04 0.45 0.02 2.53 0.14 5.77 0.24

Total 1,882.14 100.00 2,254.34 100.00 1,763.25 100.00 2,394.66 100.00

Our Offerings Under BANKING SOFTWARE

We offer a bouquet of products under banking software i.e for Core Banking and Loan Origination. TrustBankCBS & MicroFinS
are Core Banking Software available with both Capex or Opex Model offerings. On the other side, TrustLOS is loan origination
software which is Mobile & Web based Online Interface to facilitate the acquisition of Loan Applications.

CORE BANKING SOFTWARE

Our Company is engaged in the business of Complete Banking Solution. We are focused on delivering smart and comprehensive
next-gen business solutions, driven by technology that help enterprises in overcoming their business challenges. Our company
have two Core banking Software’s i.e TrustBankCBS or MicroFinS serving the needs of BFSI vertical, TrustBankCBS mainly serves
the needs of medium to large banks & financial institutions and MicroFinS serves needs of Small & growing Co-operative
Societies, SACCOS & similar banking institution, both are elaborated below:

Highlights of CBS

 Complete Banking Solution at affordable cost as TrustBankCBS is built on the Microsoft Platform database and
MicroFinS is built on Open-source platforms i.e. php, mySQL rather than Popular no. 1 expensive RDBMS This leads to
lower Total cost of Ownership for the Banks.
 Supports 365 days 24/7 Banking irrespective of day begin or day end.
 Value date for all digital transactions resulting in Zero Revenue Leakage on account of interest.
 100% Digital Banking supporting all digital channels in TrustBankCBS.
 Generates all necessary statutory compliance, reporting in XBRL, ADF, STP.
 Data Analytics, AI, Decision support system.
 Loan origination with customizable work flow.
 TrustBankCBS is Open API Architecture making it possible to integrate with various third-party solutions mainly served
to tier 2 CBS.

A. TrustBankCBS

TrustBankCBS Software is tested for “VAPT” by CERT-IN certified auditors which demonstrates security and robustness of
the software. Our Company engaged in delivering Core Banking Solutions, leveraging end to end solutions to address the
evolving needs of secured core banking solution for medium to large banks and financial institutions.
 Our flagship product, TrustBankCBS, is a web-based software. It is available “on-premises with infrastructure” i.e. it offers
the flexibility to the customer to deploy TrustBankCBS on their own premises with customized infrastructure, providing
greater control and customization. Alternatively, TrustBankCBS is also available as off-the-shelf banking software solution
in a 'Software as a Service' (SaaS) model. This covers bundled solution of software and hosting infrastructure on rental basis
for those preferring a hassle-free, rental-based, bundled package with both software and hosting infrastructure. The SaaS
platform allows customer to bear minimal Capex cost and economical Opex cost and assures high uptime of core banking
application.

Revenue from TrustBankCBS - Sept

2023

TrustbankCBS AMC
24% 28%
TrustbankCBS One time
TrustBankCBS Rental
22%
26% Export TrustBankCBS

TrustBankCBS Offers:

 Footprint in 10+ Countries.

 Strong Global network of Sales & Services Partners.
 Agile approach: Flexibility of Localization & Customization.
 “License Purchase” as well as “SaaS” Model.
 24 X 7 Banking Services with minimal Capex & Opex Cost; (Supports 365 days 24/7, if required by the clients).
 Value date for all digital transactions resulting in Zero Revenue Leakage on account of interest
 Multi-currency, multi-lingual Solution.

Details of its core/In Built modules, add-ons and interfaces are elaborated below:-
IN BUILT MODULES ADD-ON SOLUTIONS
 C- KYC, V-KYC: For customer onboarding and KYC  “TrustADF” Statutory Report Generation:
Compliance.  Fixed Asset Management
 Loan Origination  Payroll & HR Management
 Loan Management  Procurement Management
 Deposit Management  Loan Recovery Management
 Retail & Corporate Banking - solution for front-office  Loan Origination System
banking services & back-office operations  GST Software and Reporting
 Digital Banking & Interfaces  Internet Banking (View Mode)
 Cheque Truncation System  IMPS Mobile App
 Overdue Management, NPA Management  4-Way Reconciliation
 SMS Alerts  Anti-Money Laundering
 Inspection & Audit Reports  Mobile Passbook Android App
 Statutory Compliance- RBI Periodic Statutory Reports  Agency Banking Android App
(Weekly, Fortnightly, Monthly, Quarterly, Six-Monthly and  Personalized Cheque Printing
Annual Statutory Reports)  E-Signer Tool
 Online Banking Channels  Bank Reconciliation
 Investment/Treasury
INTERGRATIONS & INTERFACES
 Trade Finance
 Financial Accounting  NACH Integration
 Agency Banking  Mandate Management system, ECS
 Treasury Management Solution  PMJJY/PMSBY modules
 Funds Management & Investments Automation.  CIBIL Interface
 Anti-Money Laundering  PIGMY Device Interface
 Business Intelligence
 Enterprise Applications
 User Administration & Security
 Islamic Banking

Our Offerings under TrustBankCBS include these segments: Co-Operative Banks, Microfinance, Small Finance Banks, NBFC,
Credit Unions, Offshore Banks, Nidhi Companies, Commercial Banks.
TrustBankCBS Back Office

AUDIT & COMPLIANCE NPA RECOVERY FIXED ASSETS

PROCUREMENT INWARD- OUTWARD VISITOR GATE PASS

 Integrated BFSI Solutions- Add-On Module

Below Solutions are integrated by our company as a Add on module or as an addition solution with the core
Banking System. Additionally, our company will also offer below software individually without CBS in the future
if a customer prefers standalone solutions only. This allows customers to choose specific solutions tailored to
their requirements.

1. “TrustADF”, Statutory Report Generation

TrustADF is a complete solution for Statutory Report Generation required by BFSI organizations. TrustADF is a
Comprehensive suite and has reporting capabilities that empowers Banking / Financial Institution to generate Statutory and
analytical reports such as:
 Reports
RBI/OSS/ALM/AML reports  KRA Dashboards
(Statutory Statements)/ RBI Audit (1-10)  Graphical Dashboards
 Analytika Tool
TrustADF produce accurate, secure, and up-to-date statutory and analytical reports, addressing ongoing regulatory changes,
optimizing business operations, and ensuring compliance with increasingly stringent regulations.

Key Functionality: of TrustADF

 Data Warehouse Creation: Establishes a central repository for diverse data sources, ensuring efficient, secure storage, and
facilitating data sharing for improved business decision-making.
 ETL Tool: Facilitates the extraction and loading of data into the Data Warehouse from various operational databases, a
crucial aspect of data warehouse management.
 Trust MDM (Master Data Management) Tool: Manages master data by correcting errors and filling missing data items,
supporting master data management by eliminating duplicates and ensuring data standardization.
 Transforming- Cleaning and Conforming: Processing data to improve its quality, format it, merge from multiple sources,
enforce conformed dimensions, Data cleansing.
 Extracting: Gathering raw data from source systems and storing it in ETL staging environment, Data profiling, identifying
data that changed since last load.
 Data Loading: Loading data into data warehouse tables.
 Statutory Submission & Analysis: TrustADF ensure timely generation of reporting for statutory submission and analysis
across the Bank for sound decision support.
 Delivery of various reports: Delivery of various reports utilities comprising reports offered by Stat-ReportHub.

2. “SoftRecon” ATM Reconciliation:

SoftRecon is a 4-way reconciliation software eliminates invitation to Frauds due to limitation of banks to detect the money
syphoned thro’ cyber and manual frauds, SoftRecon has been implemented by our company integration with CBS System.
 SoftRecon allows Banks to perform the reconciliation for many delivery channels, and vendor systems for daily transactions
happening through different delivery channels like ATM (On-Us, Issuer, Acquirer), Mobile Banking, e-Wallets, POS, E-
commerce.
 SoftRecon eliminates invitation to Frauds due to the limitation on banks ability to detect the money syphoned through cyber
and manual frauds.
 SoftRecon helps to prevent losses to banks and disputes due to a lack of reconciliation of incomplete transactions, reversed
transactions.
 The ATM e-reconciliation software help ensures that all ATM transactions (cash replenishment withdrawals, transfers and
other transactions) are truly, properly and correctly represented and posted in branch books of accounts.
 The reconciliation system has also become necessary to reconcile ATM cash balances.

About SoftRecon
 File Import (NPCI/Switch/EJ Log Files).
 Reconciliation for Issuer/Acquirer/On-us.
 Dispute Transaction Settlement.
 Force Reconciliation.
  Daily Settlement.

Key Functionality: for SoftRecon

Reports: ATM Ledger, File Transaction, Batch Transaction, Comparison Summary, Reconciled Transaction, Unreconciled
Transaction, Force Reconciliation, Entity Transaction Search, ATM Dispute Pass/Unpass, Entity wise Summary, ATM Settlement,
Settlement File Data, Daily Settlement Pass/Unpass, Monthly Settlement, Pass/Unpass, ATM Transaction Ledger Report.

Settlement: Settlement Import, Settlement Import, Delete Settlement Import, Data Daily Settlement Transaction, Daily
Settlement Transaction Passing, Delete Daily Settlement Unpass Transaction, Monthly Settlement Transaction Passing, Monthly
Settlement Transaction Passing, Delete Monthly Settlement Unpass Transaction.

ATM Transaction Reconciliation Flow: Import Text File Data, Import CBS Data, Delete Import Data Before Process Reconcile,
Data Force Reconciliation, Dispute ATM Transaction, Dispute ATM Transaction Passing, Delete Dispute ATM Transaction Un
Passed Entries.

Configuration & Setup: Text File Configuration (NPCI & Switch), Entity Transaction Search Configuration, Daily settlement file
Configuration.

3. “TrustAML” Anti-Money Laundering:

TrustAML platform facilitates BFSI to orient its banking operations towards governance and internal control for compliance to
domestic and international statutory AML requirements. It offers a single and unified solution in real-time integration with
various modules of Core Banking Solution. Also, it adds monitoring, analytical and surveillance capabilities to BFSI for financial
crime detection based on the AML Alerts generated from the watch-list, KYC and configured AML exception parameters.
Key Features: Functionality: -
 Customer Identification Process  Automated Data Extraction
 Suspicious Transaction Monitoring  Centralized Parameterizations
 Case Management  Latest Data Analysis Tools
 Risk Categorization  Minimization of Total Cost of AML
 Whitelisting Approval Workflow  Better Risk Management
 Alerts, Notifications, Reporting  Employee Awareness Training
 Regulatory Compliance Statements  Process Assessment & Recommendations
 Analytics for Suspicious Activity

4. Agency Banking:

Trust Agency Banking offers a branchless banking solution for BFSI, enabling business growth and customer base expansion
without the need for establishing branches or an expensive ATM network. The Android-based app facilitates personalized
banking, doorstep services, and seamless customer acquisition through a network of agents. ‘Agency Banking’ is an android App
that can be easily installed on an Agent’s Smartphone with OTP based authentication on an Agent’s registered mobile number
and IMEI number of the smartphone. The OnField Agent Transactions are reflected real-time in CBS. The real-time SMS alert
from deposit to Customer mobile for on-field transactions, brings in transparency and confidence to customers. BFSI can centrally
set and control an Agent’s daily collection limit, and transaction amount limit.
 Key Functionality: for Trust Agency Banking
 24 X 7 field operations with Value Date-based transactions
 Android Mobile App for the latest OS and smartphones
 Seamless integration with TrustBankCBS modules
 Pre-configured scenarios based on industry best practices
 Real-time access to account ledgers and balances
 SMS-based transaction alerts and Bluetooth printer integration
 Easy-to-use GUI with a secure solution and reconciliation tools

5. “TrustMB” - Mobile Banking:

“TrustMB” is a comprehensive Mobile Banking solution for Banks to offer Mobile Banking services to its customers. TrustMB
offers vide range of features and services to give Bank’s customers. It offers wide range of features and services to give Bank’s
customers, complete control over their Banking Operations.

Key Features
 Mobile app support for Android & iOS platforms
 Open architecture with API integration to the Bank's Core Banking System (CBS)
 Compliance with ISO 8583 Messaging Protocol for seamless integration with Mobile Banking Switches
 Integration with Utility Payments Switches (e.g., BBPS) for integrated payment services
 White-labeling option for banks, allowing customization and brand representation
 Enhanced security with IS Audits and VAPT Audits before going live

Key Functionality
 Transaction Details: Within Bank Transfer, IMPS Transfer to Mobile Phone, IMPS Transfer to Account, NEFT Transfer to
Account, Manage Beneficiaries.
 Account Details: Balance Enquiry, Mini Statement, Cheque book Request, Statement Request, Last 5 IMPS Transactions, Show
MMID.
 Set-up and Settings: Verify Mobile Number, Activate User Profile, Activate MPIN, and Lock Screen
 Other Functionality: Alerts, Locate ATMs and Branches.

B. MicroFinS
 MicroFinS is a cost-effective, cloud-based Core Banking Solution for Savings & Credit Co-operative Society (SACCOS), Credit
Unions, Microfinance Institutions, Multistate Cooperatives. It is developed on an open-source platform i.e. PHP, MYSQL
Running on Ubantu Linux OS. So, it is a complete CBS with minimal total cost of ownership (TCO) compared to alternatives
available for the SACCOS. MicroFinS offers a comprehensive suite of solutions, covering diverse accounts, deposits, centralis
configurations, business intelligence, loans, and statutory compliances. Its graphical Business Intelligence reports enable
quicker decision-making, while features like configurable loan products and centralized parameters streamline operations,
making it a valuable asset for SACCOS with a focus on affordability and efficiency.

 MicroFinS is cloud-based application that can be hosted on different model i.e. IaaS (Infrastructure as a Service) & SaaS
(Software as a Service) which reduces initial investment.
 MicroFinS is a Core Banking Solution which can facilitate Anywhere Banking across all branches of the SACCOS, branch-
wise as well as consolidated reporting at the Head Office.
 MicroFinS is an Ideal Solutions for Small & Growing SACCOS using decentralized branch banking software.
MicroFinS Runs on Multiple Devices viz Desktop, Tablet, Smartphone. It is Browser Based Application & Responsive which can
be Runs on Various Browser like Google Chrome, Mozilla Firefox, Internet Explorer Etc.

MicroFinS Features
 Complete Banking Automation Solution.
 Consolidated Reporting
 (Branch-wise as well as consolidated reporting at the Head Office)’
 Anywhere Banking: Facilitate Anywhere Banking across all branches.
 Multiple Infrastructe Choice Selection: Choice of Multiple Server OS, Desktop OS, Databases and Runs on Multiple
Devices viz Desktop, Tablet, Smartphone.
 Multilingual Solution
 Online real-time software
 SMS banking available
 All necessary reports available
 IAAS & SaaS Models: Off the shelf application and can be hosted on i.e IaaS (Infrastructure as a Service) & SaaS
Software as a Service) models.
 Online Training & Support availability
 Solution offered through MicroFinS

LOAN ORIGINATION SOFTWARE – “TrustLOS”

TrustLOS is a Mobile & Web based Online Interface which is being used for credit processing automation by acquisition of Loan
Applications. It consists of pre-configured work-flows for Credit Scoring, Documents Checklists and facilitates a uniform, and
quick Appraisals process. TrustLOS is an online loan processing interface for BFSI in India.

TrustLOS Solution empowers BFSI with an Online Interface on their website to facilitate the acquisition of Loan Applications.
acquisition of Loan Applications, Document Processing, Credit Rating, Loan Approval, Sanction letter.
 TrustLOS facilitates technosavvy users who prefers to submit Loan Applications and Documents online.
 TrustLOS allows BFSI to Launch its Loan Schemes online, Self-service Interfaces of EMI Calculators, Ready reckoners for Loan
Eligibility, Documents Checklists thus facilitating 24 X 7 Loan Applications acquisition and Appraisals process.
 A pre-configured work-flows for Credit Scoring, Document Checklist, Approvals help with a 50% reduction in Turnaround time.
 LOS also provides mobile based access to Applicants and Bank Management for status-tracking.
 Third Party Integrations like PAN Verification, Credit Bureau, Core Banking.
 Amount based Approval Workflow of officers, managers and management.
 We provide loan processing services across various verticals like Housing loan, vehicle loan, personal loan, Business loan,
Educational loan, Gold Loan, travel loan and many more configurable loan products.

Advantages

 Process audit ability - record complete process history & maintain log trails.
 Easy Record Tracking to Review Application & its status.
 Reduced TAT (Turn Around Time) which is essential for the acquisition of good and secured loan applicants AND excel against
competition with other BFSI.
 24 X 7 real-time system, Online Customer Acquisition, Increased business opportunities, reduction in operation cost.
 Cost Saving - Reduce Operational Cost by Efficient Management & Quick Action.
 Ability to calculate different financial ratios.
 Generate MPBF (Maximum Permissible Bank Finance).
Third Party Integration in TrustLOS Dashboard & Reports Report
 Online Pan Verification  User Wise Dashboard  Loan Application Form
 All Credit Bureau Integration (eg, CIBIL,  Graphical view of all application at  Appraisal Note
Himark, Equifax, Experian) glance  Sanction Letter
 SMS / Email notification  Tracking any application status  Loan Agreement
 CBS integration based on Client, Product, City,  Turn Around Time Report
Branch, Applied amount etc.

Photos of TrustLOS:

The Photos has been provided on next page intentionally

 LOS (Log-in) Active Loan Application Dash board

LOS - Loan App Dashboard LOS (Dashboard)

 OTHER SOLUTIONS

TrustFAB - Financial Accounting & Billing

TrustFAB (Finance, Accounts & Billing) is enterprise Business Operations software. It is an integrated, business management
solution designed specifically for small & mid-sized businesses. The solution offers functionality to optimize every aspect of
the business operations, provides an accurate, real-time picture of the enterprise. By this departmental teams can easily
access relevant, timely and complete business information across any functional area from a single source.

Key Features: for TrustFAB

 TrustFAB is a Browser Based Application: Centralized Application & Database Installation on Core Servers or Cloud, No client
program installation requirement, Easy Configuration Management.
 Reporting and Administration: Create, manage and distribute reports for enhanced business clarity. Dashboards &
Graphical Analysis for various Sales and Accounts.
 TrustFAB Manages General Ledger: Efficiently Manages journals, budgets, and accounts receivables and payable.
 Manage the Sales Process: Handles the entire sales process, from Order recording, Proforma Invoices, Tax Invoice / Billing,
Managing milestones, Balance Invoicing for the Sales Order etc.
 TrustFAB Maker: Checker workflow ensures that no mistakes made are carried forward to posting into books of accounts.
Posting into books of accounts only happens upon authorization by checker. A document cannot be deleted or modified by
a user once authorized ensuring complete integrity of data.
 Standard Business Functionality: Manage Customers / Suppliers, Financial Accounting, Sales Order Management, Sales A/R,
Purchase Order Management, Purchase A/P, Banking, Financial Statements, Reports.
 TrustFAB Supports Multi-Office Scenario: Supports Multi-Company Scenario, Centralized User Management.
 Built-in Tax Engine with GST, Tax Deducted at Source (TDS or Withholding Tax): Integrated Taxation Accounting with
Invoice / Voucher Posting.

SoftGST - GST COMPLIANCE SOFTWARE

SoftGST, a complete GST Software for Organizations, Businesses for End-to-end GST Compliances, e-Invoicing and e-Way
Bill. This Software is for online submission of GST Returns along with GSP Integration, and compliance to latest GST rules.

Trust Fintech have SoftGST for BFSI and for Enterprises as well as GST Compliance Solution Requirements for BFSI are
unique in nature and it cannot be completely fulfilled by General GST Compliance Software used by Tax Practitioners and
Tax Consultants.

A. SoftGST Solution for BFSI

SoftGST helps BFSI to comply with GST Rules applicable to BFSI to avoid GST Audit Non-compliances, penalties, Loss of ITC
to Bank etc. As GST Rules & GST Compliance Requirements applicable on the BFSI sector are unique in nature and it cannot
be completely fulfilled by General GST Compliance Software used by Tax Practitioners and Tax Consultants.

 GST Compliance is a Vast Scope, needs continuous updating, and cannot be part of CBS Systems used by Banks. So, Trust
Fintech has formed separate software to meet with each and every rule applicable to BFSI to avoid penal actions. SoftGST
can be seamlessly integrated with Bank’s CBS System to push and pull the transactions data in income and expenditure.
 SoftGST facilitates the invoicing process for the income generated by BFSI’s from the Service Charges for which BFSI’s have
to create B2B or B2C Invoices to document that income.
 BFSI have been allowed 50% ITC for the tax paid. SoftGST helps to reconcile their Purchase Registers from multiple branch
locations with a single GSTR2A downloaded from GSTN.

Key Functionality of SoftGST Solution for BFSI

 SoftGST Support Open Architecture; APIs to integrate with Core Banking Software (CBS) at the Bank.
 TFL being GSP, seamless integration with GSPIndia.
 Bulk invoice generation utility against all income services & NPCI transactions for Banks B2B & B2C customers
 Bulk sales CR/DR note generation utility for Bank's B2B customers
 Bulk Digital signing & Mailing facility to generated invoices in single click
 Purchase transactions entry / import option
 Purchase transactions voucher posting in CBS through API integration
 Purchase reconciliation with downloading GSTR2A file from GSTN server
 All monthly / yearly applicable GST returns preparation and filing
 API Integration / interfacing with CBS
 Various MIS Reports & Dashboard
 Facility to Identify HSN codes associated with services where RCM is applicable. Computation of RCM on the Purchase
Invoices of such services

SoftGST Application Process Flow

SoftGST Versions
SoftGST – Standard Version Desktop Invoice Generation utility + SoftGST–GST Computation Solution

SoftGST – Professional Version Desktop Invoice Generation utility + SoftGST–GST Computation Solution + TDS Expense + Fixed
Asset Module + Pr ocur ement Module without CBS integration + E-Way Bill & E-Invoice

SoftGST – Premium Version Desktop Invoice Generation utility + SoftGST – GST Computation Solution + TDS Expense +
Fixed Asset Module + Inventory + Procurement Module with CBS integration through API+E-
Way Bill & E- Invoice

SoftGST-Functional Modules
SoftGST Application comprises of 5 modules specifically designed for BFSI industry: -
1. GST Computation & Return Filing: SoftGSTR's Return Filing automates Invoice Generation, GSTR1 preparation, and filing.
It manages purchase records, handles IT TDS deduction, and ensures reconciliation with GSTR2A records. The system
generates GSTR3B, Annual GSTR9, and other GST returns preparation.
2. Fixed Assets Feature: streamlines asset management with features like Asset Class, Sub Class, and Parameters. It enables
easy creation based on Goods Receipt or Purchase Invoices, supports bulk creation, and allows allocation to multiple
branches or employees with unique Tag Numbers.
3. Procurement Feature: SoftGST's procurement module streamlines the entire process, from Purchase Requisition to
Purchase Order with delivery schedules. It includes features like Goods Receipt Note, Good Return, and an approval
process for procurement documents. The system also tracks the status of procurement documents and offers options for
GST & IT TDS Deduction option and report, MIS Report.
4. E-way Bill & E-Invoice: streamlines the process with bulk generation of IRN, seamless integration with ERP/Accounting
systems, and an option to print, cancel, or generate e-Way Bills automatically based on IRN. The interface includes an
efficient data request mechanism and supports both single and bulk sale invoice data, ensuring a smooth and compliant
e-Invoicing process.
5. Inventory: SoftGST Inventory feature includes Vendor Master, Items Master, and Goods/Service Master for
comprehensive control. It manages Goods Issue, Goods Receipt, Document Series, Item Ledger, and Stock Statements,
providing a robust solution for efficient inventory management in just three key components.

B. SoftGST Solution for Enterprises

SoftGST Solution for Enterprises is a complete end-to-end GST Compliance Solution, ideal for Corporates, SME’s and Tax
Practitioners. SoftGST encapsulates latest GSTN Rules, Guidelines, Compliance practices as declared / modified by GSTN
time-to-time.

 SoftGST is GST Compliance Software with inbuilt functionality for recording Sale Invoice, Purchase Invoice, Debit
Notes, Credit Notes, Purchase Reconciliation, GST Returns Generation, Submission etc.
 SoftGST Support ‘Open Architecture’ and facilitate API based integration with the ERP Systems, Accounting Systems
to fetch the Sales & Purchase related Invoices and documents.
 SoftGST is a complete web based / browser based application and can be installed on the Cloud Infrastructure or can
be installed on the in-premised LAN.

Key Functionality of SoftGST Solution for Enterprise

 Manage Multi-company, Multi-GSTN, Multi-Customer Operations Support.

 Integration Adapters for SoftGST integration with leading ERP Systems like SAP, Tally etc.
 TFL being GSP, seamless integration with GSPIndia GSP.
 ITC Computation, GSTR Payload Creation, Digital Signing, GST Returns Submission thro’ GSPIndia Gateway.
 Easily configure tax rates for both Inter and Intra-state transactions.
 Seamlessly handle Sale Invoices, Purchase Invoices, Purchase Reconciliation, Debit Notes, and Credit Notes etc.
 Manages other functions: Capability to manage other functions / process of ARV, ISD, E-way Bills, Inter-branch
transfers, Block ITC Items, ITC Reversals.
 Capability to set up tax rates for Inter, Intra state tax rates.
 All Monthly, Periodic and Annual GST Returns.
 Multi-user System: User Management, Privileges / User Rights Management and OTP Based Authentication.
 GST Returns Payload: Digital Signing of the GST Returns Payload and Online Access to Firm’s Management, Tax
Practitioners.

'GSPIndia' - GST Suvidha Provider API

GST Suvidha Provider (GSP) API refers to the Application Programming Interface provided by a GST Suvidha Provider. In the
context of GST in India, a GSP is an entity authorized by the GSTN to acts as an intermediary between businesses and the
GSTN, offering technology-driven solutions to simplify and streamline the GST compliance process for taxpayers.

Trust Fintech is Empanelled by Government of India as a GST Service provider (Source: -

[Link] operates as a authorized GST Suvidha Provider (GSP) under brand name
'GSPIndia' and today it is one of the GSP Services provider to Institutional Customers base covering industries like hotels,
trading, hospitals, BFSI, etc. GSPIndia facilitates the integration of business applications, such as 'Accounts & Billing' and
'ERP,' to GSTN, acting as a gateway for Application Service Providers (ASPs). This includes ASPs used by professionals like
Chartered Accountants, Tax Advocates, and GST Suvidha Kendra’s, allowing them to fetch, process, and file GST returns for
their end customers seamlessly through the GSPIndia platform.

Functionalities of GSPIndia
 GSPIndia collaborates closely with Application Providers (ASPs) to integrate their applications with GSPIndia. This integration
ensures that registered GSTIN organizations can file their GST Returns directly to GSTN using the GSPIndia Gateway. Through
the GSPIndia Gateway, users can download GSTR-2A from GSTN and view previously submitted GST Returns.
 The ‘GST Tax Engine’ comprises of ‘Business Rules’ for computation of GST Returns, Purchase Reconciliation, Input Tax Credit
(ITC) determination etc.
 The output of the ‘GST Tax Engine’ is the ‘GST Returns Payload’ or Requests for Download of GSTR-2A, Requests to View
Already Submitted Returns, Login Authentication Requests etc.
 The ‘GST Tax Engine’ is either inbuilt into the Business Application used by the Organization or within the ‘ASP’ application
used by the Chartered Accountants, Tax Practitioners or GST Suvidha Kendras.
 The usage of GSPIndia Services is based on ‘No. of API Calls’ consumed by the respective GSTIN No.(s) of the Registered
GSTIN Organization.

List of Available API's

Below are the GSPIndia API’s: -
 Search GSTN  Payment  Encrypt with public key
 Authentication  Ledger  Decrypt with base64 key
 Registration  Upload GSTR-1 Invoices  Get file content
 FO  Submit Return, Return Filling
 Encrypt HMAC Request  Generate Application Key

SAP BUSINESS ONE SERVICES

Trust Fintech is Sales and Services partner for SAP Business One since 2007, we provide SAP B1 Services to SAP B1 Customer
and SAP B1 Partners globally.

What is SAP Business One (SAP B1) – It is an integrated, affordable business management solution/ Enterprise Resource
planning (ERP) solution designed specifically for small and midsize enterprises. By which business owners (Clients) can have
a single system that automates processes and offers an accurate, up-to-the-minute picture of their business.

With SAP Business One, Business owners can achieve a new level of control and increase the profitability of the business, as
they can have the up-to-date picture off whole business, by this client can control what information to transfer to the
employees, when and how. And they can easily customize the solution to meet their changing requirements by providing
specification they want to trust fintech. Accordingly customized version of SAP B1 will be implemented at the premises of
the client.

SAP B1 Implementation

Trust Fintech provide SAP B1 implementation services to business. Our experienced consultants implement the solution
that will simplify the client’s business complexities and ensuring reliable information delivery. Our consultants follow the
"Accelerated SAP methodology," a proven and replicable approach for successful SAP solutions across various industries.
Implementation Services Offered:
 Business and IT strategy Consultation services with industry-specific consultants to solve business challenges.
 End to End Implementations.
 Re-implementations Services.
 Configuration of production and user acceptance testing databases.
 Latest and proven technologies for implementation to boost and increase success rates.
 Developing mobile applications integrated with third-party solutions.
 Tailoring SAP B1 applications to align with business requirements.
 Regular upgrades/ for new features and ongoing support/maintenance for live SAP B1 systems.

Implementation Methodology
 Actual Post Go-
Analysis User Acceptance
Deployment of
Project Planning Testing and Bug Go Live Live
& Design Product and Data
Fixing.
migrations. Support

SAP B1 Add-ons developed by TFL

We have Successfully Delivered the following Add-On Solutions: -

1. GST Suvidha Add-on

This add-on is tightly integrated with SAP Business One, making it easy to automate GST returnfiling. It is used for compilation
& generation of GST data from SAP B1 Transactions and pushed to SOFTGST (Trust ASP & GSP) for the preparation of GSTR1,
GSTR 3B data.
Functional Overview: Reports:
 Export data to Soft GST portal  GSTR 1 report
 Export data based on GSTN location,segments and date wise  GSTR 2 report
 Dashboard of consolidated GSTR 1 and GSTR 2 data with gross amount, turnoveramount,  Dashboard
taxable income.
 Can view B2B and B2C data separately.

2. E-invoicing Add-on
This add-on is tightly integrated with SAP Business One, making it easy to automate the generation of IRN.
Functional Overview: Reports:
 Generates IRN for Salesinvoices, Sales Credit memo, Debit  Invoice print with QR code
memo  Pending IRN generationreport
 Generates E-way bill  Generated IRN transaction report
 Tracks E-invoice status
 Complies with GSTN e-invoice regulations

3. PDC Management Add-on

This add-on is used for the management of Post Dated Cheques. It is easy to use and can be integrated with your existing SAP
Business One system.
Functional Overview: Reports:
 Create post-dated checks  Trail Balance report withPDC
 Track post-dated checks  Customer & vendor wisePDC report
 Discount post-datedchecks  PDC due date report.
 Calculate interest ondeposited cheques.

4. Payroll Add-on
Trust Payroll is a payroll processing, it offers very high flexibility in defining various allowances, deductions, leave rules etc. for
company employees. This system stores a complete record of the employees, generates Pay-slips and Attendance Register,
computes all allowances and deductionsand generates all Statutory and MIS reports.
Functional Overview: Income Tax Modules: Reports:
  Employee wise payroll setting  Income tax paymentconfiguration  Monthly salary statement /Slip
 Bonus configuration  Income tax slab  Summary salary statement
 Periodical salary configuration  Define section heads  Monthly attendance report
 Employee Loan / Advancemaster  IT heads creation  Bank statement
 Formula builder  Employees rebates / savingentry  Monthly Statement / Challan (PF, PT,
 Salary Accounts posting  Project Cash FlowManagement ESIC)
 Leave configuration withearning heads  Employees perks and other  Employee Gratuity report
 Budgeted Vs. Actualcomparison income entry  Leave Encashment statement
 Salary heads mapping with accounts  Form 24Q generation  Monthly overtime statement
heads  Loan / Advance ledger
 CTC setting  Full and Final Settlement
 Employee Salary structure  Leave ledger
 Monthly Challan information  Arrears Statement
 Provision of Statutory Reports(Form 2,
12A, 3A etc.)

5. Procurement Add-on

For handling complete procurement cycle before generation of purchase order with the below features.
Functional Overview: Reports:
 Auto Generation of Purchase Requisition  Bill of Material basedreports
 Auto Generation ofPurchase Enquiry  Procurement process statusreport
 Quotation Comparison  Vendor information
 Auto Generation of Purchase Order based on Quotation

6. Maintenance Management Add-on

Functional Overview: Reports:
 Defining Machine Master, Preventive Activity Master with  List of Open/Closed jobcards
Frequency  Job Card Register
 Generation of Schedule for Preventive Maintenance  Permit Issue
Activities  Pending Preventive Maintenance Activities
 Job Card Generation forBreakdown Activity  Machine wise costing
 Job Card Approval  Contactor wise work detailsagainst job card for billing
 Permit Application & PermitIssue purpose
 Machine Isolation Master &Isolation Details
7. Fixed Asset Add-on

For handling complete process of life cycle of a fixed asset from its inception in a company’s book ofaccount to its retirement
with the below features.
Functional Overview: Reports:
 Asset definitions  Fixed Asset Register
 Depreciation calculation asper different act  Lifecycle Management of fixed asset from Acquisition
 Income Tax Act  Movements to Retirementincluding Transfers.
 Company Act
 Addition of Value to existing Asset
 Depreciation Calculation as per Fiscal Year & as per
Working Days

8. Plant Performance Monitoring Add-on

For handling complete process of recording of daily power generation, loss of generation & otherparameter monitoring with
the below features.
 Functional Overview: Reports:
 Daily recording of hourlypower Generated  Daily generation
 Daily recording of Loss of Power Generation with  Loss of generation
Reasoning  Auxiliary consumption
 Auxiliary Consumption  Daily plant performancereports
 WTP Parameters  Daily Plant Report (WTP)
 Recording of coal GCV asper batch  Performance Report (DPRand WTP)
 GCV Master  Previous And Current YearComparative Performance
 Daily Performance Entry
 WTP Process Parameter(s)Entry

9. Sugar Plant Operation Add-on

This add-on provides a comprehensive solution for monitoring and managing Sugar production process.
Functional Overview: Reports:
 Location Master  Daily Process Stock Position
 Season Master  Related Transaction –Posting
 Shift master  Sugar DMR
 Component Master  Sugar DMR Cumulative
 Component wise LevelMaster  Weekly Sugar Operation
 Brix Specific Gravity Master
 Quantitative AccountingData
 Other Miscellaneous Data

10. Distillery Plant Operation Add-on

The Distillery Plant Management Add-on is designed to help distillery plant operators improveefficiency, productivity, and
profitability.
Functional Overview: Reports:
 Daily recording ofGenerated item  Daily generation
 Daily recording of Loss  Loss of generation
 Auxiliary Consumption  Item consumption
 Track production data  Daily performance reports

11. Production & Subcontracting Add-on

This add-on provides a comprehensive solution for managing production and subcontractingprocesses in SAP Business One.
Functional Overview: Reports:
 Planning and schedulingproduction  Bill of Material based report
 Dashboard of productionstatus  Inventory report
 Tracking production orders  Production status report
 Subcontracting productionto vendors  Generation of REG 32 report
 In single screen we canmanage all production related activity  Generating subcontractingreports
 Labour and resources billingmanagement  Material costing report
 To enter item costs for anitem with standard cost valuation
12. Subcontracting – Vendor & Customer Add-on

The objective of this add-on is to provide a comprehensive solution for managing sub contracting processes in SAP Business
One.
Vendor Sub-contracting Customer Sub-contracting Reports
  Generate processingChallan.  Receive goods from thecustomer.  Bill of Material based report
 Receipt of Unprocessed  Return all goods that havenot been  Inventory report
Material/Cancellation ofChallan processed.  Production status report
 Receive processed material from  Conduct production/assembly  Generation of REG 32 report
subcontractors. operations  Generating subcontractingreports
 Ability to maintain multiple  Return the processed goods to the  Generation of REG 32challan
subcontracting BOMs for the same customer.
item  Creation of a labour invoice with
 Mapping of items with subcontractors reference tothe customer's challan
(BOM mapping) number.
 Obtain scrap materials from  Reports for stock/challan
subcontractors reconciliation
 Reports for checking stocks lying at
sub-contractor
 Report for Challan/ Item Wise
Reconciliation
 Payment to Sub-Contractor

13. Quality Check Add-on

The SAP Business One Quality Add-on is a comprehensive solution that helps businesses improve their quality management
processes.

Functional Overview: Reports:

 Parameter Master  Inspection report
 Inward Inspection  Quality failed report
 Initial Stage Inspection  Quality check activitytracking report
 In-Process Inspection
 Final Stage Inspection

14. Design Customization Add-on

To provide a comprehensive solution for customers to design and develop their own products.

Functional Overview: Reports:

 Offer letter generationbased on sales enquiry  New item generation reportbased on Bill of Material
 Automatic BOM generationbased on machine drawing  Drawing revision report
 Automatic bill of materialgeneration  Procurement reports
 Procurement process  Stock report
 Order management  Material costing report

15. CRM Add-on

In the CRM web portal, sales employees can add sales quotations and sales orders, which areintegrated with SAP. Additionally,
the portal provides features for downloading invoices and generating customer aging reports and sales analysis reports.
Functional Overview: Reports:
 sales quotation and sales order which integrated with  Invoice downloading
SAP  Customer ageing report
 Add sales quotations and sales orders through web  sales analysis
portal
16. AMC Management Add-on

The AMC Management Add-on for SAP Business One provides a comprehensive solution formanaging asset maintenance and
repair. The add-on includes features for tracking assets, scheduling maintenance, generating work orders, and managing costs.
Functional Overview: Reports:
 AMC Contract generation  AMC Contract
 Revenue management  Yearly AMC distributionreport
 Service call management  Service call report
 Work order generation: The add-on allows you to  AMC due date report
generate work orders for maintenance tasks.

17. Bank Reconciliation Add-on

This is a customized bank reconciliation process with a provision of import of bank statement & entry of actual bank transaction
date for necessary reconciliation.

18. LC (Letter of Credit) Management Add-on

For handling complete process of LC (Letter of Credit) Management for Inter Group companies for Centralized Imports
Procurement with the below features.
Functional Overview: Reports:
 Provision to define the LCtype as Confirmed, Un confirmed  Utilization of the CreditFacility Company wise /Bank
 Provision to define BankDetails Wise
 To define various users as PFI Users, LC Applicant User, LC data  Interest Charges for each LC processed and at
Update Users company level
 Entry provision for such asDetails M Form, PFI details,Letter of  Report Indication M-Form /LC validity / tenure dates
Credit details etc. etc.
 Generation of Shipment Advice, costs of maintenance and
repairactivities
 costs of maintenance andrepair activities.

19. Integration with Weigh-Bridge Add-on

This is a customized utility for recording the weight and hence quantity measured at weigh bridgeat the receipt gate of the
company and seamlessly integrated with GRPO document generation inthe system.

20. Gate Pass Generation Add-on

This is a customized utility for generation of necessary gate pass at the receipt gate.
Functional Overview: Reports:
 Creating gate passes  Generating reports on gatepasses
 Tracking gate passes
 Inward Gate Pass
 Outward Gate Pass
 Inter Branch Requisition

21. SMS Integration Add-on

Trust SMS is a customized utility which enables users & business partners to get alerts on hismobile generated & sent from the
system with the below features.
 Functional Overview: Reports:
 Enable the users to receivealert messages even when he has no Customised reports as perrequirement
access to the system.
 SMS alert can be send tomore than one user at a time
 Alerts can be predefined for different department users &
management.
 Auto SMS to Vendor’s / Customer’s contact person after adding
any outgoing /incoming payment
 Auto SMS for Due DateReminders for ‘N’ no ofactivities to concern
authority.

22. Cheque Printing Add-on

For cheque printing through SAP B1 with the below features.

 Cheque size configuration

 Printing configuration

23. Auto Emailer – Payment Due, Batch wise Transaction & MIS Reports Add-on

This add-on provides a comprehensive solution for automating the generation of payment due,batch wise transaction & MIS
reports in SAP Business One.
Functional Overview:
 Automatic generation of payment due reports
 Automatic generation of batch wise transactionreports
 Emailing of reports to users
 Automatic generation of MIS reports

24. Auto Approval Add-on – Based on B1 Approval System

In the event that the user is out of office, an e-mail and SMS will be sent to the approver with an approval link containing
details of the document. The approver can click on the link to approve orreject the document through the link.
Functional Overview:
 Auto Approval configuration as per SAPapproval process
 Web portal dashboard to show approverpending list for approval
 Approver can easily view the details ofdocument and give decision.

SAP B1 Support & Management

TFL provides comprehensive support for SAP Business One clients and partners, having a team of high expert SAP professional
and developers to provide pre- and post-implementation support and maintenance activities for our clients.
 TFL addresses existing technical issues, offering solutions such as bug fixing, business process optimization, and
immediate requirement fulfillment.
 In sustained business relationships, TFL commits to a range of SAP Business One support activities tailored to customer
needs. Our SAP Support Services act as a backbone to all organizational business operations.

SAP Business One Support Activities:-

 Setup Deployments (On-premises or Cloud-based)

 Integration Services
 Customization
 Report Writing
 Data File Analysis
 Database Repair
 Error Message Resolution
 Training and Consultation

Support and Maintenance Activities: -

 Consultation Services: Consultation over Modules, new requirements as well as changes, availability in existing versions,
suggestion for up gradations, deployment, implementation methodology and customization.
 Trainings: Online and offline training for clients on application navigation and feature utilization.
 Reporting’s: Minor report generation requests and assistance with hardware key generation, software license download,
and SAP Business One server/client installation.
 Issues Handling: Resolving installation-related issues and follow-ups.
 Configurations: Configuring new tax codes based on customer requests.
 Upgradation: Online and offline installation services for new features and upgraded versions.

PROCESS FLOW CHART:

1. In the pre-sales phase, our focus is on several crucial steps to ensure successful engagement with potential clients in the
BFSI industries:LEAD GENERATION:
Our Sales team uses a variety of venues to connect with potential customers in the BFSI Sector. These mediums include lead
generation through Utilize various channels and media for lead generation
 Traditional Marketing: Marketing executives target potential leads through telephonic calls, personal visits, and sponsor
industry events.
 Digital Marketing: Utilize social media platforms (LinkedIn, Facebook, Instagram, YouTube), email marketing, and SEO
for promotion.
 Participate in tenders for Banking and allied services in domestic commercial and cooperative Banks
 Through Global sales Partners, we have provided country specific price list for product and services to partner,
sometimes the order is in name of Partner company or in our name.
2. PRELIMINARY REQUIREMENT ANALYSIS:
After Lead Generation, video demo is provided by the Sales executive for the lead generated to give an overview of what
and how our Core Banking Software (TrustBankCBS & MicroFinS), Loan Origination software (TrustLOS), GST compliance
software (SoftGST), Various add-on modules product assist the Bank /NBFC ease their line of businesses.
3. Sales Deal Conversion and Contract Sign off:
The estimation process involves calculating and analyzing the number of man hours necessary to fulfil the client’s request
for an IT service and to document the entire process of execution with every stage for agreement with client and keeping it
for record purpose. After end-to-end negotiation the contract along with scope of work will be signed carrying the terms
and conditions agreed upon
4. Execution Flow
 Kick-off Meeting - System Requirement Study (SRS): Once the commercials are approved, leads created are added as
clients. On receiving contract, from Sales Team will setup a meeting with the client to gather their understanding on the
product. Tech support and Implementation head will simultaneously search within the team to allocate the proper
resources to deliver a high-quality product on schedule. The client is then handed over to the Implementation team by
the Sales team.
 Gap Analysis: Our Implementation team understands the Gap between our products and clients requirements. Once the
requirements and technological aspects are finalized, Development Team to coordinate within various departments from
our company in order to get time and effort estimate. These estimates are to be communicated with the client along
with the timeline for delivery of several versions of the product.
 Customizations and Product Deployment by Development Team: Implementation department Head is the one to
identify suitable analysts to work on the client customizations for the product. These analysts work on attaining product
stability, identify areas of development within the product, develop client specifications on the product, debug bugs
raised by the quality assurance team etc.
 Implementation team understands and analyses the requirements received from client and put forth to them by
Development Team and after a brief discussion on solutioning lays down the challenges, dependencies, effort and time
estimates the team will take to customize and deliver the product from their end for Quality Assurance team to test in
Sandbox and/or Production environment.
 Quality Assurance (QA) Testing:
 Requirement Analysis: Review software requirements and scope documents.
 Test Planning: Develop a test strategy, select testing methods, and allocate resources.
  Test Case Development: Write test cases, identify expected results, and validate them.
 Test Environment Setup: Create a test site for testing.
 Test Execution: Execute test cases, create defect reports.
 Test Closure: Summarize the testing process, including the number of test cases executed and defects found.
 Deployment/Delivery: Deliver the product to the client after resolving issues and retesting.
 Data Migration: Involves the transfer of data from the existing system to the newly implemented one. This process
ensures a smooth transition and accurate representation of historical information in the new environment.
 User and Administrator Training: This phase focuses on educating end-users and system administrators on how to
effectively use the new system. Training sessions cover features, functionalities, and best practices, enabling users to
maximize the benefits of the implemented solution.
 Simulation: Before the system goes live, a simulation or testing environment is set up to mimic real-world conditions.
This allows for thorough testing of the system's performance, functionality, and user interactions in a controlled
environment, helping identify and address any potential issues before the actual launch.
 Go Live: This marks the official launch of the system into production. The new solution is put into operation, and users
start using it for their day-to-day tasks. The Go-Live phase requires careful planning and coordination to ensure a
seamless transition from the old system to the new one, minimizing disruptions to business operations.
5. Post Go-Live Support:
6. In our post Go-Live support process, customers utilize a ticketing system to report any issues, and our tech support team
promptly addresses these concerns in accordance with predefined Service Level Agreements (SLA). To manage modifications
and additional customizations, we employ a structured change request mechanism. This streamlined approach ensures
efficient issue resolution and controlled system enhancements, maintaining a seamless and responsive user experience.
6. Financial Models:
 Our financial models provide clients with flexibility. The Capex Model includes one-time charges for a license,
implementation, migration, and service fees, while the Opex Model involves a monthly subscription, excluding the one-time
license fee. This choice allows clients to align their payment preferences with their financial and operational strategies.

AWARDS & RECOGNITION:

Awards & Recognition

1. Certificate for successful implementation of Trust Bank CBS 2. Recognition as a leader in the IBS Sales League Table
- In 2009, Certificate for successful implementation of Trust 2017 - Certificate for Recognition as a leader in the IBS Sales
Bank CBS by Nigerian Agricultural, Co-Operative & Rural League Table 2017 given by IBS Intelligence Global Retail
Development Bank Ltd. Banking.
 3. Second Highest Revenue Achiever Award-In 2009,
Trust Systems awarded as Second Highest Revenue 4. Microsoft Partner Network
Achiever Award in West Region for SAP B1 in 2009 by eSys
Information Technologies Pvt. Ltd.

6. Appointed as Sales & Service Partner (SSP): SAP

5. Authorized to conduct B1 Training-
Business One Appointed Trust Systems as “Sales &
SAP India Pvt. Ltd. Authorized Trust Systems as B1 Training
Partner from July 10th, 2007. Service Partner (SSP)” in 2007.
 8. Certificate of Appreciation-
7. Authorised Reseller by Infor Global Solutions (India) Private
The Central Board of Indirect Taxes and Customs, Ministry
Limited – For 2011, Trust systems has been appointed as of Finance, GOI has awarded certificate of appreciation to
authorised reseller by Infor Global Solutions (India) Private Trust Systems for prompt filling of return and payment of
Limited. GST.

OUR COMPETITIVE STRENGTH:

1. We are a one stop shop solution provider in secure Core Banking Solutions, ERP Implementation and Customized Software
Solutions Development.

We have developed ten (10+) banking related products for commercial and cooperative Banks and Financial Institutions which
comprise of Core Banking Software, Loan Origination software, GST compliance software, Financial Accounting & Billing
Software, Add on modules with SAP B1 Services, Various add-on modules for Statutory Report Generation, ATM Reconciliation,
Anti-Money Laundering, Agency Banking, Mobile Banking serving the needs of BFSI Verticals.

Our flagship product “TrustBankCBS” stands out as a robust Core Banking Solutions, leveraging end to end solutions to address
the evolving needs of secured core banking solution for medium to large banks and financial institutions. TrustBankCBS is well
connected with TrustBankCBS, with its diverse in-built modules, streamlines banking operations by offering end-to-end
solutions. It facilitates seamless customer onboarding, KYC compliance, and robust loan management. The system enhances
front-office and back-office efficiency, ensuring smooth retail and corporate banking services. It provides features like digital
banking interfaces, statutory compliance reports, and anti-money laundering tools, contributing to operational transparency
and regulatory adherence. With modules for treasury management, funds automation, and business intelligence.
TrustBankCBS empowers banks to operate efficiently, meet compliance requirements, and deliver a superior customer
experience. Our Core Banking solution is extensive and Comprehensive solution having below in-built modules which provides
us the edge with our competitors: -

 C- KYC, V-KYC: For customer onboarding and KYC Compliance, our CBS do have the C-KYC in built with CBS. It is an integral
feature rather than a separate or individual product. This integrated approach can simplify customer onboarding
processes and ease the compliance of BFSI sector to have our core banking solution in which C-KYC is inbuilt.
 One of the Add on module with our CBS is “TrustADF” is a complete solution for Statutory Report Generation required by
BFSI organizations. TrustADF is a Comprehensive suite and has reporting capabilities that empowers Banking / Financial
Institution to generate Statutory and analytical reports such as: Reports (RBI/OSS/ALM/AML reports), Analytika Tool, KRA
Dashboards, Graphical Dashboard. It helps the BFSI to generate automatically compliance reporting to be submitted to
the RBI and regulator.
 INTERGRATIONS & INTERFACES with NACH Integration, Mandate Management system, ECS, PMJJY/PMSBY modules, CIBIL
Interface, PIGMY Device Interface
 Additionally, Increasing Regulatory compliances and the prevalent trend of frequent changes in the market, has opened up
new opportunities for the More featured and secured Core Banking Solution industry. We, consistently expanding our
business operations, adapting to ever changing regulatory compliances for the BFSI sector.

Our company is providing a one-stop-shop solution for the BFSI sector, addressing the industry's specific needs through
innovative and integrated software solutions. We aim to empower financial institutions with cutting-edge technology,
streamlined processes, and compliance adherence, ultimately enhancing their operational efficiency and customer
experience. Major functionalities are integrated within our Core Banking Solution, ensuring a responsive and efficient platform
for our clients.

2. Strong and long-standing customer relationships

Our existing client relationships help us to get repeat business from our customers. Our client relationships also help us to
cross sell our other products and services to them. Further, we have been mutually value creating, stable and long-term
association with our customers through product, operational process & technology excellence offered by us. This has helped
us maintain a long-term working relationship with our customers and improve our customer retention strategy. Through these
efforts, we aim to become the “first choice vendor” for all large and small BFSI companies for the services we offer. Having a
3 long-standing relationship with customers built on our successful execution of prior engagements. Our track record of
delivering robust solutions, extensive product development experience, and demonstrated industry and technology expertise
has helped in forging strong relationships with our major 53 customers and gaining increased business from them. Our product
development lifecycle is very attractive to line-of-business managers for their internal projects as well as procurement teams.

We have a history of high customer retention and derive a significant proportion of our revenue from repeat business. During
the six-month period ended September 30, 2023 and in Fiscal 2023, 2022, 2021 is 35.42%, 45.92%, 62.27% and 43.15%
respectively of our revenues was generated from existing customers. To further strengthen our relationships and broaden the
scope and range of services we provide to existing customers, our senior corporate executives have specific account
management and relationship responsibilities. We have established strong relationships with key members of our customers
management teams. These relationships have helped us to understand better our customers business needs and to enable us
to provide effective solutions to meet these needs.

3. Government Empanelment’s

Our company holds significant empanelment’s, these prestigious empanelment’s not only validate our standing as a trusted
vendor but also position us favorably for upcoming opportunities or to participate in upcoming projects in diverse sectors.
 Empanelled by Government of India as a GSP - GST Service provider.
 Empanelled with Govt. of Maharashtra as IT Service Provider for state-wise computerization.
 Empanelled by NeGD as agency for Integration of Different Applications with e-Governance system (Under Digital India).
 Empanelled vendor of NAFCUB to provide CBS and all other related services to Urban Cooperative Banks.
 Empanelled by Union Bank of India for Development, Customization & Maintenance for Biometric enables banking
services and Digital Payments.
 Empanelled by Telecommunications Consultants India Limited for TrustBankCBS, TrustLOS, SoftGST
 Empanelled by Indian Bank of India for Design, Development and Implementation of Software applications.
 & many more.

4. Quality Assurance and Quality Certification

Our QA team works upon the performance checks on the developments made by the Development team. Thorough and end
to-end test cases are prepared, and examinations are done both on sandbox and production environment. Any bugs found
while testing is reported back to the Development Team to redevelop and refine the product in such a way to provide
User/client seamless experience. On receiving an assurance from all the stakeholders within our company, Development team
takes the product live on Client production environment. Further, Client shall provide a Go-Live sign off.

Our Quality control process or Quality assurance has resulted in several quality certifications including
 ISO 27001:2013 certificate for management of information security pertaining to design, development and
implementation of complete it solution and providing managed application services on third party data centre.
 ISO 9001:2015 certificate for Design, Development and Implementation of complete IT Solution AND Sales and
Implementation services for Standard IT Products.
  CMMI Level 5 (Capability Maturity Model Integration), certificate for design, development, implementation and support
of its software solutions. Sales, implementation and support services for third party its software products.
 Additionally, Our Core Banking Solution i.e TrustBankCBS is tested for Vulnerability Assessment and Penetration Testing
i.e “VAPT” by CERT-IN certified auditors which is essential for RBI security compliance.

5. Experienced Promoters and senior management team with strong industry expertise and successful track record

Our experienced senior management team has been instrumental in the growth of our operations over the years with many
of them being associated with our Company for over two decades. Their collective industry experience has enabled us to
anticipate and capitalize on changing market trends, manage and grow our operations and leverage and deepen client
relationships.

Our Managing Director and Chief Executive Officer, Mr. Hemant Padmanabh Chafale has over 31 years of experience and has
extensive experience in Control Systems in various industries such as Chemicals, Petrochemicals and Steel. He has successfully
designed and implemented various MIS packages as team leader and is completely familiar with every aspect of software
applications in various businesses. Earlier in his career, he worked with Indo Rama Synthetics Ltd Nagpur, Bombay Dyeing and
Manufacturing Co Ltd. and ESSAR Projects Ltd. Surat in Control system domains for 5 years. He also serves as a director at
Nagpur Nagarik Sahakari Bank and was President at Vidarbha Vaibhav NGO which is managing Professor Rajender Singh (Rajju
Bhaiya) science exploratory. Additionally, his charted membership at TIE Nagpur Chapter reflects his active engagement in
entrepreneurial circles. He is also chartered member at TIE Nagpur Chapter.

Our Whole Time Director and Technical head, Mr. Mandar Kishor Deo has been associated with the Company since inception
in 1998. He is an Associate Member of Institute of Engineers (AMIE, equivalent to an Engineering degree) plus a Professional
Diploma holder in Computer Programming and Applications (PDCPA) from La Salle University, USA. Mr. Mandar is very well
versed with designing, development of large systems, ERP core banking, mobility solution and cloud computing across all
technology platforms.

Mr. Heramb Ramkrishna Damle is the whole-time director and Marketing head has been associated with the Company since
inception in 1998. Mr. Damle worked for Jubiral Systems in ERP domain for one year before joining Trust. He is having good
understanding about Business needs with BFSI sector focusing on domestic and international sales. More than 23 years of
experience and with his techno-commercial approach towards software development, he has successfully developed new
business segments and partner network for Trust systems.

Mr. Anand Shanker Kane is the Executive Director & CFO of our company. Mr. Kane started his carrier with a large PSU- Bank
of Baroda in 1984. Mr. Kane also worked with Banks like Standard Chartered Bank (UAE) and after then he Joined HDFC Bank
in 1997 as senior management position. Moved to I- flex solutions in 2005 which was taken over by Oracle Financial Services
(OFS) in 2006. He Headed the Business & Solutions team as director for Global Sales at Oracle financial services Ltd (TDMS
Group). With having more than 40 years of experience, Mr. Kane joined Trust as Director Global Sales & Strategy in 2016.

Mrs. Sandhya Narendra Gulhane is the Non- Executive Director board of TFL. She is having expertise in the GST domain,
including comprehensive knowledge of GST laws, rules, and notifications. Specialized in designing and developing customized
GST ASP solutions for the banking sector. Mrs. Sandhya also having experience in Global ERP, particularly SAP B1 and have
ability to tailor ERP solutions for diverse industries such as Newspaper, Service, and Manufacturing. Mrs. Sandhya is skilled IT
Professional with over 25 years of experience in Project Management, Client/Server Technologies, product development,
SDLC, UML designing tools, and Object-oriented Methodologies.

Our Promoters and Senior Management have a track-record of executing large scale projects. Members of our Board are
associated with diverse organizations in India and collectively possess a mix of skills and attributes with significant experience
in finance, accounting, legal, banking, technology and other related sectors. We believe that the knowledge and experience
of our promoter and management will enables us to identify new opportunities, rapidly respond to market conditions, adapt
to changes in the business landscape and competitive environment and enhance the growth in the business. For further details
regarding the experience and qualifications of our management team please see “Our Management” on page 193 of this Red
Herring Prospectus.

6. Growing our business through intellectual property capabilities

 We regularly invest in the creation of new intellectual property. We have the copyright for our “TrustBankCBS”, “MicroFinS”
“Trust Bank Software”, “Power Plant Monitoring System (PPMS)”. Our efforts have resulted in the development of value-
added products and services. We will continue to invest in intellectual property to build and offer systems that establish our
credibility and technical expertise in new areas. We also will continue to monetise our investment in intellectual property by
charging a premium for our services or by licensing our proprietary software solutions to our customers. We will seek further
growth by leveraging our software development capabilities through designing, developing and marketing proprietary niche
software solutions in select international markets.

7. Pricing

Pricing details are thoroughly discussed and agreed with clients before commencing a project. Our commercial arrangements
are primarily structured around two models for enhanced flexibility. The Capex Model includes one-time charges covering
license, implementation, migration, and service fees, while the Opex Model entails a monthly subscription, excluding the
initial license fee. This choice allows clients to tailor their payment preferences to align seamlessly with their financial and
operational strategies.

In today’s business landscape, large upfront costs associated with enterprise solutions have become a major concern for
financial institutions. our company adopts a simple approach towards pricing. Instead of burdening clients with significant
initial expenses, we believe in working closely with our customers by offering a revenue-sharing model, widely known as the
Software as a Service (SaaS) pricing model. This model has been well-received by our customers, as it reduces the financial
burden on them and fosters mutual trust between us and our customers. With our customer-centric approach, we have
successfully established a strong sense of confidence among our clientele.

8. Marque Clientele

Our Company services marque customers through our Core Banking Solutions and ERP Solutions has been able to form a
portfolio of renowned customers in private as well as in public sectors, some of them are provided below-

Sr. Solution Provided Name of Client

No.
1. Marque Clients of  International Bank of Liberia, Monrovia (Liberia) – Commercial Bank
“TrustBankCBS” from different  Pune Peoples Co-Operative Bank, Pune - Urban Co-Op. Bank
Segments,  Muslim Co-Operative Bank, Pune - Urban Co-Op. Bank
 Gandhibagh Sahkari Bank, Nagpur - Urban Co-Op Bank
 Kashipur Urban Bank, Kashipur - Urban Co-Op. Bank
 The Bantra Co-Operative Bank, Howrah West Bengal - Urban Co-Op. Bank
 Gadchiroli District Central Co-Operative Bank, Gadchiroli (Maharashtra) –
DCC Bank
 Chandrapur District Central Co-Operative Bank, Gadchiroli (Maharashtra) –
DCC Bank
 Mumbai District Central Co-Operative Bank, Mumbai (Maharashtra) – DCC
Bank
 URA SACCOS, Dar Es Salam (Tanzania) – Credit Union
 Berendina Micro Investment Co. Ltd., Colombo (Sri-lanks) – Microfinance
Co.
 Supersonicz The Micro-finance, KSMD (Gambia) – Microfinance Co.
 NABARD Financial Services Ltd., Bengaluru (Karnataka) – NBFC
 Parijat Co Operative Credit Society Ltd., Vashi Mumbai (Maharashtra) –
Credit Society
2. Marque Clients of “MicroFinS”  Tumaini SACCOS, Arusha (Tanzania) - SACCOS
from different Segments,  Nyumbu SACCOS, Dar Es Salam (Tanzania) – SACCOS
 WINO SACCOS, Dar Es Salam (Tanzania) – SACCOS
 Moshi Rural Teachers SACCOS, Dar Es Salam (Tanzania) – SACCOS

3. Marque Clients of “SoftGST” from  Bank of Maharashtra, Pune - Public Sector Bank
different Segments,  COSMOS Bank, Pune - Multi State Scheduled Bank
  Saraswat Bank, Mumbai - Multi State Scheduled Bank
4. Clients of “SAP Business One and  Manas Agro Industries & Infrastructure Limited, Nagpur (Maharashtra)
Add-on Modules” from different  Lasenor India, Nagpur
Segments,  Norte Eurocao India Pvt. Ltd. , Nagpur
 Quality Power Quality Power Electrical Equipment P. Ltd., Sangli
 Warade Packtech, Pune
 Adama India Ltd., Hyderabad

OUR STRATEGIES:

1. Customizing TrustBankCBS for NBFCs to Seize Mandatory CBS Opportunity in India

Our company is targeting the emerging market in CBS for NBFCs in India. We are looking for the customization of the existing
CBS i.e "TrustBankCBS" to meet the requirements of NBFCs, in response to the Reserve Bank of India's circular No. RBI/2021-
22/175 dated February 23, 2022 which mandates that NBFCs with 10 or more fixed-point service delivery units must
implement a Core Financial Services Solution by September 30, 2025, our company is actively developing TrustBankCBS for
NBFCs. A significant investment of Rs. 39 Lakhs has already been incurred to this development, constituting a part of the total
of Rs. 160.30 Lakhs to be incurred. We anticipate being fully prepared to cater to NBFCs by July 2024, aligning with the
opportunity of mandatory CBS requirement. Currently, customized TrustBankCBS system has been implemented at one of the
public sectors NBFC in microfinance and direct lending for non-collateral (unsecured microfinance Lending) which includes
lending to Joint Liability Group (JLG) and Self-Help Group (SHG).

The current scenario in the NBFC sector involves the usage of multiple software solutions for various functions, resulting in
duplication and a lack of integration. Our customized TrustBankCBS for NBFCs seeks to address this issue by providing an
integrated solution that streamlines operations related to lending, deposits, investments, financial accounting, interfaces, and
more.

Looking ahead, our future plans involve completing the customization of CBS for NBFCs within the next 3-4 months i.e By July
2024. We are tapping into a substantial market share in India by offering a comprehensive end-to-end solution. The goal is
not only to meet regulatory requirements but to provide extensive and efficient solution that caters to the unique needs of
NBFCs. This strategic initiative positions our company in the evolving CBS market for NBFCs in India.

2. Elevating Market Presence: Unleashing the Potential of Our Product Portfolio.

We have developed ten (10+) banking related products for commercial and cooperative Banks and Financial Institutions
including Core Banking Software, IT Solutions, ERP Implementation and Customized Software Solutions Development serving
the needs of BFSI Verticals. Considering our product maturity (in terms of technology, features) and Market Size, the products
we have developed is right now marketed on a very limited scale and domains. We intend to do an aggressive marketing
through social media and leveraging marketing managers and other partners to sell our products and services.

We are planning to employ sales strategy to cater to the growing demand for innovative software solutions to BFSI
organizations in India. We prioritize customer-centric approaches, focusing on building strong relationships, understanding
client needs, and delivering solutions that provide tangible value. Our sales and territory strategy is a dynamic and adaptive
approach that aligns with the evolving needs of BFSI Segments across the country. By combining a customer-centric sales
approach with strategic territorial targeting, we aim to position Trust Fintech Limited as a leading provider of innovative BFSI
software solutions in the Indian market.

3. Increasing our Global presence in US and North America

Our income from exports in half year has been increased by Rs. 218.12 Lacs and 143.09% from ₹ 212.02 lacs in Fiscal 2023 to
₹ 430.14 lacs in September 30, 2023. With our global sales, we are currently exporting our products to more than 10 countries
across Western U.S, West Africa, South Africa, East Africa, Russia, Central Africa & others. Now, we intend to expand our global
footprint in US and North America by providing Customized CBS for Credit Unions in North America USA, CBS for Credit union
in South America (Spanish), Loan Origination for North American Market. Recently, we have we have received order from one
of our partners in USA to implement our TrustBankCBS in one of the credit unions for first phase of development /
customization of TrustBankCBS core banking software for credit union. We have analysed present Banking technology / fintech
use in USA, Canada and South American countries. Considering our product maturity of TrustBankCBS (in terms of technology,
 features) and Market Size, we are planning to employ full time two Marketing Manager in East & West Coast of USA. Our
Promoter, Mr. Sanjay Chafale (US citizen) will head two Marketing Manager and will take charge and deliver marketing of US
operations and shall join as full time Marketing Manager from 1st April 2024.

4. Establishing a Robust Facility at Mihan SEZ, Nagpur to accommodate additional personnel.

We propose to develop our new facilities at Mihan SEZ, Nagpur to increase our ability to accommodate additional personnel
and create additional space for our business. The campus will be established on approximately 8093.71 Sq. mtr. of land. We
are planning to grow our workforce from the existing 263 employees to 1000 people within the next three years. The new
facility in Mihan SEZ will serve for software development and related activities. Our current offices, covering 585.28 square
meter, accommodate over 250 + employees, and the Nagpur property is already stretched beyond its capacity. To address
this and to accommodate the anticipated growth, we are strategically planning to establish an additional facility in Mihan SEZ.
This expansion is designed to provide sufficient space for our expanding team.

Upon setup of Mihan SEZ development facility, it will function as an export-oriented unit ("EOU") which will be mainly engaged
in providing global Core Banking services and IT solutions. As per the current plan, the development of Mihan SEZ facility is
expected to be completed by April 2025. Until the Completion of Mihan unit, we will temporarily utilize the rented properties
to accommodate the additional personnel required for the Product development. The details of additional workforce required
for the Product development given in Object 3 on page no. 93 of the DRHP.
PLANT & MACHINERY, EQUIPMENTS:

Since, we are a service company, we do not own any major plant and machinery. The office is equipped with Desktops, Laptops,
servers, software licenses, internet connectivity, other communication equipment, security and other facilities which are
required for our business operations to function smoothly.

MAJOR TECHNOLOGIES

Following is the list of technology used by our Company: -

Business Application Framework Microsoft .NET

Databases Microsoft SQL Server, Oracle, Microsoft Access, MySQL
Programming Languages VB .NET, Visual Basic, C/C++/Visual C++, C# / PL SQL
Report Designer Crystal Report, SSRS, [Link]
Application / Web Server Microsoft Internet Information Server (IIS)
Business Solutions SAP Business One, Customized ERP Solutions, Core Banking Solutions
Windows Server OS 2008/2012/2016/2019/2022TM, Windows Desktop OS 8/10/11
Platforms/ Operating System
TM, Linux
Web Technologies ASP .NET, Oracle Web Logic, VBScript, ASP, XML, DHTML, PHP, JavaScript
Mobile Application Android
Testing Selenium/Manual
Adobe Illustrator, Adobe Photoshop, Macromedia Dream Weaver, Macromedia
Creative Design Tools
Flash

Geographical Wise Revenue Breakup

Geographical distribution of our revenue during the last 3 years and for the period ended as on September 30, 2023 are as
under:

For the Period ended as For the year ended as For the year ended as For the year ended as on
on September 30, 2023 on March 31, 2023 on March 31, 2022 March 31, 2021
Sr.
State /Country Revenue %age of Revenue %age of Revenue %age of Revenue %age of
No.
total total total total
revenue revenue revenue revenue
Domestic Sales
1. Maharashtra 1,130.03 60.04% 1,474.46 65.41% 1,087.49 61.68% 1,685.29 70.38%

2. Karnataka 253.75 13.48% 488.17 21.65% 423.68 24.03% 437.04 18.25%

3. West Bengal 13.73 0.73% 27.37 1.21% 33.16 1.88% 35.57 1.49%

4. Madhya Pradesh 8.55 0.45% 10.74 0.48% 38.87 2.20% 14.06 0.59%

5. Uttar Pradesh 9.55 0.51% 4.44 0.20% 7.30 0.41% - 0.00%

6. Chhattisgarh 0.60 0.03% 1.12 0.05% 2.12 0.12% 2.88 0.12%

7. Orissa 31.46 1.67% - 0.00% - 0.00% - 0.00%

8. Manipur 0.78 0.04% 2.40 0.11% 4.96 0.28% 6.27 0.26%

9. Telangana 0.22 0.01% - 0.00% 2.21 0.13% 7.62 0.32%

10. Uttarakhand 1.56 0.08% 25.14 1.12% 25.24 1.43% 27.36 1.14%

11. Haryana 0.38 0.02% - 0.00% 0.53 0.03% 0.19 0.01%

12. Tamil Nadu 0.25 0.01% 0.25 0.01% 0.29 0.02% - 0.00%

13. Bihar - 0.00% 2.11 0.09% - 0.00% - 0.00%

14. Gujarat 1.14 0.06% 3.30 0.15% - 0.00% - 0.00%

15. Goa - 0.00% 2.00 0.09% - 0.00% - 0.00%

16. Jharkhand - 0.00% 0.57 0.03% - 0.00% - 0.00%

17. Dadra and Nagar - 0.00% 0.25 0.01% 0.75 0.04% - 0.00%
Haveli & Daman
and Diu
Total I 1,452.00 77.15% 2,042.32 90.60% 1,626.59 92.25% 2,216.28 92.55%

Export Sales

1. California, 372.74 19.80% 131.11 5.82% - 0.00% - 0.00%

Western U.S
2. GAMBIA, West 11.97 0.64% 11.66 0.52% - 0.00% 16.05 0.67%
Africa
3. GHANA, West 16.56 0.88% 17.89 0.79% 17.14 0.97% 20.92 0.87%
Africa
4. Liaberia, West 15.71 0.83% - 0.00% - 0.00% - 0.00%
Africa
5. Nigeria, South 0.90 0.05% - 0.00% 0.84 0.05% 3.46 0.14%
Africa
6. Shri Lanka, 1.03 0.05% 44.46 1.97% 52.45 2.97% 53.47 2.23%
South Africa
7. Tanzania, East 6.31 0.34% 2.04 0.09% 7.96 0.45% 16.32 0.68%
Africa
8. Zimbabwe, 4.91 0.26% 4.86 0.22% 4.43 0.25% - 0.00%
South Africa
9. Siberia, Russia - 0.00% - 0.00% 53.84 3.05% 47.62 1.99%

10. Central Africa - 0.00% - 0.00% - 0.00% 20.54 0.86%

Republic
Total II 430.14 22.85% 212.02 9.40% 136.66 7.75% 178.38 7.45%
 Total (I + II) 1,882.14 100.00% 2,254.34 100.00% 1,763.25 100.00% 2,394.66 100.00%

TOP TEN CUSTOMERS:

Our top 10 customers in terms of amount during the last 3 years and for the period ended on September 30, 2023 are as under:
(Amount in Lakh)
Sr No. Name September 30,2023 % of the Total
(in ₹) Revenue from
Operations*
1. Internet Soft (Sales and support partner at USA for TrustBankCBS) 372.74 19.80%
2. The Gadchiroli DCC Bank LTD 248.78 13.22%
3. The Chandrapur Dist. Central Co-Op Bank Ltd 235.19 12.50%
4. Nabfins Ltd 233.46 12.40%
5. MUMBAI DISTRICT CENTRAL CO-OP BANK LTD 171.13 9.09%
6. Daus Info space Pvt ltd (Sales and support partner in India for TrustBankCBS) 113.07 6.01%
7. The Prathamik Shikshak Sahakari Bank ltd. Kolhapur 35.25 1.87%
8. Dr. Punjab Rao Deshmukh urban co-op. Bank ltd 34.21 1.82%
9. The Kendra Para credit co-op. Society ltd. 31.46 1.67%
10. Osmanabad Janata Sahakari bank Ltd. 31.36 1.67%
Total 1,506.65 80.05%

Sr No. Name March 31, 2023 (in ₹) % of the Total

Revenue from
Operations*
1. The Chandrapur DCC Bank Ltd 552.22 24.50%
2. Nabfins Ltd 450.61 19.99%
3. The Gadchiroli DCC Bank LTD 289.35 12.84%
4. Daus Info space Pvt ltd (Sales and support partner in India for TrustBankCBS) 182.09 8.08%
5. Internet Soft (Sales and support partner at USA for TrustBankCBS) 131.11 5.82%
6. Mumbai District Central Co-Op Bank Ltd 117.40 5.21%
7. Berendina Microfinance Institute 44.46 1.97%
8. Osmanabad Janata Sahakari Bank Ltd 35.00 1.55%
9. Kashipur Urban Co-Operative Bank Ltd 25.14 1.12%
10. Bank of Maharashtra 23.53 1.04%
Total 1,850.91 82.10%

Sr No. Name March 31, 2022 (in ₹) % of the Total

Revenue from
Operations*
1. Nabfins Ltd 411.28 23.33%
2. The Chandrapur DCC Bank Ltd 278.70 15.81%
3. The Gadchiroli DCC Bank LTD 245.85 13.94%
4. Daus Info space Pvt ltd (Sales and support partner in India for TrustBankCBS) 168.17 9.54%
5. SHIVAJI NAGARI SAHAKARI BANK LTD, PAITHAN 101.06 5.73%
6. Berendina Microfinance Institute 52.45 2.97%
7. Digital International Bank Inc 40.40 2.29%
8. Janata Sahakari Bank Ltd, Ajara 35.41 2.01%
9. SMRITI NAGRIK SAHAKARI BANK MARYADIT 30.62 1.74%
10. Kashipur Urban Co-Operative Bank Ltd 25.24 1.43%
Total 1389.16 78.78%

Sr No. Name March 31, 2021 (in ₹) % of the Total

Revenue from
Operations*
 1. MUMBAI DISTRICT CENTRAL CO-OP BANK LTD 939.20 39.22%
2. Nabfins Ltd 416.96 17.41%
3. The Chandrapur DCC Bank Ltd 270.38 11.29%
4. The Gadchiroli DCC Bank LTD 253.52 10.59%
5. [C0137] Berendina Microfinance Institute 53.47 2.23%
6. [C0192] Digital International Bank Inc 47.62 1.99%
7. Kashipur Urban Co-Operative Bank Ltd 27.36 1.14%
8. Customer 8 26.28 1.10%
9. VARDHAMAN NAGARI SAHAKARI PATSANSTHA MARYADIT 24.90 1.04%
10. [C0198] Sofia Credit 20.54 0.86%
Total 2,080.23 86.87%
*The % has been derived by dividing the total amount received from the said customer with the total Revenue from operations
of the company in the relevant year as mentioned in the Profit and Loss Statement as given in restated financials of the
company.

TOP TEN SUPPLIERS:

Our top 10 Suppliers in terms of amount during the last 3 years and for the period ended on September 30, 2023 are as under:
(Amount in Lakh)
Sr No. Name September 30,2023 % of the Total
(in ₹) Purchases*
1. Pas Solution 103.66 58.94%
2. Softshell System (I) Pvt Ltd. - 0.00%
3. G7 CR Technologies 10.30 5.86%
4. Sify Technologies 3.24 1.84%
5. ACP Software 47.39 26.94%
6. Future Tech 11.29 6.42%
Total 175.88 100.00%

Sr No. Name March 31, 2023 (in ₹) % of the Total

Purchases*
1. Pas Solution 150.02 34.43%
2. Softshell System (I) Pvt Ltd. 82.95 19.04%
3. G7 CR Technologies 39.53 9.07%
4. Sify Technologies 6.46 1.48%
5. ACP Software 76.98 17.67%
6. Future Tech 71.63 16.44%
7. SDC Power Technologies 8.10 1.86%
Total 435.66 100.00%

Sr No. Name March 31, 2022 (in ₹) % of the Total

Purchases*
1. Pas Solution 84.71 22.79%
2. Softshell System (I) Pvt Ltd. 77.59 20.87%
3. G7 CR Technologies 16.73 4.50%
4. Sify Technologies 6.42 1.73%
5. ACP Software 18.45 4.96%
6. Future Tech 136.82 36.81%
7. SDC Power Technologies 30.99 8.34%
Total 371.72 100.00%

Sr No. Name March 31, 2021 (in ₹) % of the Total

Purchases*
1. Pas Solution 154.80 16.34%
2. Softshell System (I) Pvt Ltd. 111.90 11.81%
 3. G7 CR Technologies 38.54 4.07%
4. ACP Software 76.80 8.11%
5. Futur Tech 155.64 16.43%
6. CPN Entprices 120.04 12.67%
7. Sudevi Software 220.26 23.25%
8. Shargi Technologies 10.39 1.10%
9. Oxigen services 33.90 3.58%
10. SDC Power Technologies 18.87 1.99%
Total 941.14 99.37%
* The % has been derived by dividing the total amount received from the said supplier with the cost material consumed of the
company in the relevant year as mentioned in the Profit and Loss Statement as given in restated financials of the company.

MARKETING:

We have experienced and skill management team to motivate the sub-ordinates and staff to step towards their achievements
and organizational goals. With their efficient management skills and co-ordination with sub-ordinate, they are always working as
a catalyst to encourage the entire team for the development and nourishment of the organization. Our marketing efforts revolve
around building our brand and reputation, increasing awareness of our platform and drive customer demand. Our marketing team
is having 14 employees. We are using various effective channels and media to promote our products across our targeted area.
Through this channel, we are generating good number of leads which further pass-on to our marketing team to convert these
leads into sales deals. These are deals that come to us with as a result of our outreach efforts and successful client deliveries. The
source of these deals is: Our Trust Fintech Website and Referrals from our existing clients within the bank for other products or
outside of their Bank from their network.

In addition to inbound marketing, we employ a blend of traditional and Digital marketing channels.

Under traditional marketing method, our marketing executives will get targeted region and potential leads. Marketing executives
takes regular follow up to assigned leads by telephonic calls, personal visit to leads. Our company on regular basis giving
sponsorship to industry related events and actively participating in such events and promote our products across the attendees.

Under digital marketing method following channels mainly used as follows: -

 Social media marketing tools like LinkedIn, Facebook, Instagram, YouTube etc. where our dedicated team run different
marketing campaigns like sharing newsletters, product videos, case studies etc.
 Email Marketing - On regular basis, our team share newsletters and case studies across the existing customers and leads.
 SEO (Search engine optimization) - On regular basis team work out on SEO to get response on our website.

To this extent, we work on digital ads through search engines, search engine optimization, social media awareness campaigns,
industry analyst recognition, print advertorials among other initiatives. We also regularly conduct webinars with our customer
and partner community combined with physical events to showcase vertical specific offerings. We also work with analyst
communities forming part of research companies focussed on the IT sector to drive evaluation and coverage of our solutions and
from time to time get featured in a number of their publications enhancing our visibility in our segment to our prospective
customers.

HUMAN RESOURCE:

We believe our employees are one of our most important assets and critical to maintaining our competitive position in our
industry as on date, we have the total strength of 228 employees on payroll basis and 35 employees on contract basis in
Nagpur office. The breakup of employees on payroll and on contract basis are as follows: -

Sr. No. Particulars Nagpur Mumbai Pune Total

1. Employees on Payroll basis 177 8 43 228
2. Employees on Contract basis 35 - - 35
Total 212 8 43 263

Details of employees on payroll basis, categorized by departments, is provided below: -

 Sr. No. Category Nagpur Mumbai Pune Total
2 1 1 4
Top Management (MD and CEO,
1. Whole-time Director and COO and
Executive Vice President)
2. Developers 82 - 1 83
3. Tech Support & Implementation 33 - 2 35
4. On site (Implementation) 18 5 31 54
5. Hardware Department 4 - - 4
6. Marketing Department 8 1 3 12
7. Management 2 - 0 2
8. General Department 4 1 3 8
9. Accounts Department 3 - 1 4
10. DBA 9 - - 9
11. Quality Analyst (Testing) 9 - - 9
12. Pre- Sales 1 - 1 2
13. Business Analyst 2 - - 2
Total 177 8 43 228

None of our employees are represented by a labour union or covered by a collective bargaining agreement. We have not
experienced any work stoppages, and we consider our relations with our employees to be good.

We give importance to training and development of our employees. Mr. Mandar Kishor deo, promoter and our Technical Head,
plays a pivotal role in overseeing training programs that focus on technical, managerial, and leadership skills to keep our
employees well-equipped in their respective roles.

CORPORATE SOCIAL RESPONSIBILITY

Our Company is exempted from the provisions of section 135 of the Companies Act, 2013, till March 31, 2023, in respect of
Corporate Social Responsibility. As our company falls in the criteria specified in Section 135 of Companies Act, 2013 as per the
Financial Statements ended on September 30 2023, therefore our Company has constituted Corporate Social Responsibility
Committee in compliance with the requirements of the Companies Act and the relevant rules. Applicability of CSR Expenditure
will be applicable and spent by the company from F.Y 2024-25. For further details, please refer to the section titled “Our
Management” on page 193 of this Red Herring Prospectus.

COLLABORATIONS:

We have not entered into any technical or other collaboration.

CAPACITY AND CAPACITY UTILIZATION:

Capacity and capacity utilization is not applicable to our company since our business is not in the manufacturing concern with
specified installed capacity.

INTELLECTUAL PROPERTY:

The Company owned the following trademark & Copyright which are owned by our Company and applied for registration:-

[Link] Original Trademark Name Registration No. Application No. Class Current Status
1.
- 3734631 Under Objected
class
42
2. - 6329092 Under Applied
class
9

3. - 6329093 Under Applied

class
35

[Link] Original Copyright Name Registration No. Application No. Class Current Status

1. “TRUST BANK CBS” L-51512/2013 - - Approval

Received

2. “TRUST BANK SOFTWARE” SW-3244/2006 - - Approval

Received

3. “MICROFINS” L-51513/2013 - - Approval

Received

4. “POWER PLANT MONITORING SYSTEM SW-3420/2007 - - Approval

(PPMS)” Received

5. - 6329089 Under Applied

class
9

6. - 6329090 Under Applied

class
9

7. - 6329091 Under Applied

class
9

8. - 6329092 Under Applied

class
9

Note- The given Intellectual Property details belongs to the Copyright

INSURANCE:

Sr. No. Insurer Description of Property Policy No. Expiry date Insured Amount
Insured
 1. National Insurance Fire & Special Perils & 282200592310000316 23/02/2025 Rs. 5,03,85,000*1
Company Limited Earthquake- Building,
Fire & Special Perils &
Earthquake – Office
Contents,
Burglary &
Housekeeping,
Plate Glass, Money in
Transit, Pubic Liability.
2. ICICI Lombard General Group Health (Floater) 4016/X/203257436/03 04/08/2024 Premium amount
Insurance Company Insurance /000 of Rs. 4,10,000
Limited and the insured
amount is Rs.
3,51,00,000
Notes: -
1. Bifurcation of Sum insured: -
Sr. No. Sections Sum Insured/ Limit of Liability
1. Fire & Special Perils & Earthquake Building Rs. 1,00,00,000
2. Fire & Special Perils & Earthquake Office Contents Rs. 2,00,00,000
3. Burglary & housekeeping Rs. 2,00,00,000
4. Plate Glass Rs. 1,85,000
5. Money in Transit Rs. 1,00,000
6. Public Liability Rs. 1,00,000

PROPERTIES

We operate our activities from our registered office and manufacturing units. Details of which are given below: -

Leased/ Rental Properties

Sr. Name of the Seller Tenure Consideration Area Purpose

Address of Premises
No.
Corporate office
1. Plot No.11/4, I.T. Park, Maharashtra Industrial 95 years lease Rs. 1,00,343 - 812.14 Registered
Gayatri Nagar Parsodi, Development w.e.f Book Value of Sq. Office
Nagpur, Maharashtra - Corporation August 30, Nagpur Land Meters
440022, 2005
2. 101, Navkar Avenue A2, Vandana Shashikant 3 Years w.e.f Rs. 75,000 P.M 167 Branch
Behind Axis Bank, Bavdhan, Garad March Square office
Pune- 411021 31,2021 Meters

3. 509 & 510 "E-Square", Mr. Vijay Sathaye 3 Years w.e.f Rs. 1,78,500 85.28 Sq. Branch
Subhash Road, Vile Parle, January 1, Meters office
Mumbai-400057 2024
4. Our Company has received a Provisional Allotment Letter dated December 08, 2023 from the Development officer,
Maharashtra Airport Development Authority Limited (MADC). This letter pertains to the allotment of 2 acres,
equivalent to 8093.71 Sq. Mtr. land situated at Plot No. 98, Sector No. 17, Mihan SEZ, Nagpur. The total consideration
to be paid for this allotment is Rs 139.62 Lakhs towards the one-time license payment of the premise. The company
had paid the earnest money amounting to Rs. 14 lacs at the time of application. The balance was to be paid in two
installments as per the terms of the provisional allotment letter. As on date, the second payment of Rs. 62 lacs have
been paid. The third and balancing payment is due on 06/03/2024, which our company intends to pay in the month
of February through internal accruals. Upon the receipt of the Total Lease Premium from the company by MADC,
Agreement to Lease will be executed for a period of 99 years.
FINANCIAL SNAPSHOT:

Financial Snapshot of our Company as per Restated Financial Information is as under:

(Rs. In Lakhs)
Particulars For the period ended Financial year Financial year ended Financial year ended
on September 30, ended March 31, March 31, 2022 March 31, 2021
2023 2023
Revenue from Operations 1,882.14 2,254.34 1,763.25 2,394.66
Total Revenue 1,883.13 2,270.19 1,800.00 2,417.94
EBITDA 996.33 594.31 227.29 311.24
EBITDA Margin (in %) 52.94% 26.36% 12.89% 13.00%
PAT 727.95 402.21 133.66 219.66
PAT Margin (in %) 38.68% 17.84% 7.58% 9.17%

This space has been left blank intentionally

 KEY INDUSTRY REGULATIONS AND POLICIES

The following description is a summary of the relevant laws, regulations and policies as prescribed by the Government of India
and other regulatory bodies that are applicable to our business. The information detailed in this chapter has been obtained
from publications available in the public domain. The description of the applicable regulations as given below has been set
out in a manner to provide general information to the investors and is not exhaustive and shall not be treated as a substitute
for professional legal advice.

The statements below are based on current provisions of Indian law, and the judicial and administrative interpretations
thereof, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions.
For details of government approvals obtained by us, see the chapter titled“Government and Other Approvals” beginning on
page 276 of this Red Herring Prospectus.

Set forth below are certain significant legislations and regulations which generally govern the business and operations of our
Company:

INDUSTRY SPECIFIC LAWS

Information Technology Act, 2000 (“Information Technology Act”)

The Information Technology Act was enacted with the purpose of providing legal recognition to electronic transactions. In
addition to providing for the recognition of electronic records and creating a mechanism for the authentication of electronic
documentation through digital signatures, it also provides for civil and criminal liability including fines and imprisonment for
various computer related offenses relating to unauthorized access to computer systems, modifying the contents of such
computer systems without authorization, damaging computer systems, the unauthorized disclosure of confidential
information and computer fraud. The Information Technology (Amendment) Act, 2008, which came into force on October 27,
2009, amended the IT Act and inter-alia gives recognition to contracts concluded through electronic means, creates liability
for failure to protect sensitive personal data and gives protection to intermediaries in respect of third-party information
liability.

The Digital Personal Data Protection Act, 2023 (“DPDP Act”)

The DPDP Act received the assent of the President on August 11, 2023. The DPDP Act, has replaced the existing data protection
provision, as contained in Section 43A of the IT Act. The DPDP Act provides for 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 provides that
personal data may be processed only for a lawful purpose after obtaining the consent of the individual. A notice must be
given 163 before seeking consent. It further imposes certain obligations on data fiduciaries including (i) ensure the accuracy,
consistency and completeness of data, (ii) build reasonable security safeguards to prevent personal data breach, (iii) inform
the Data Protection Board of India (the “DPB”) and affected persons in the event of a personal data breach, and (iv) erase
personal data as soon as the data principal has withdrawn her consent or as soon as its reasonable to assume that the purpose
has been met and retention is not necessary for legal purposes (storage limitation), whichever is earlier. In case of government
entities, storage limitation and the right of the data principal to erasure will not apply. The Central Government will establish
the DPB. Key functions of the DPB, inter alia, include: (i) on receipt of an intimation of personal data breach, to direct any
urgent remedial or mitigation measures in the event of a personal data breach, and to inquire into such personal data breach
and impose penalty; (ii) on a complaint received in respect of a personal data breach or a breach in observance by a data
fiduciary of its obligations in relation to her personal data or the exercise of her rights, or on a reference made to it by the
central government or a state government, or in compliance of the directions of any court, to inquire into such breach and
impose penalty, and (iii)The Board may, on a representation made to it by a person affected by a direction, or on a reference
made by the Central Government, modify, suspend, withdraw or cancel such direction and, while doing so, impose such
conditions as it may deem fit,. The DPB members will be appointed for two years and will be eligible for re-appointment. The
Central Government will prescribe details such as the number of members of the DPB and the selection process

The Personal Data Protection Bill, 2019 (“Bill”)

The Personal Data Protection Bill, 2019 was introduced in Lok Sabha on December 11, 2019. The Bill seeks to provide for
protection of personal data of individuals, and establishes a Data Protection Authority for the same. Data Protection refers
to the set of privacy laws, policies and procedures that aim to minimise intrusion into one's privacy caused by the collection,
storage and dissemination of personal data. Personal data generally refers to the information or data which relate to a person
who can be identified from that information or data whether collected by any Government or any private organization or an
agency.

Data Center Policy, 2020

Indian Data Centre market has seen tremendous growth in the past decade, riding on the explosion of data through
smartphones, social networking sites, ecommerce, digital entertainment, digital education, digital payments and many other
digital businesses / services. This growth in data is further stimulated by adoption of emerging technologies such as quantum
computing, artificial intelligence, internet of things etc. While the Data Centre sector is witnessing growth in the country,
there are known impediments to its growth such as lack of infrastructure or Industry status of the Data Centres, complex
clearance processes, time consuming approvals, high cost of power, lack of published standards, absence of specialised
building norms for building the Data Centres, submarine cable network connectivity limited to few states and high cost of
capital and operational expenditure etc. This policy aims to offset these challenges in order to accelerate the current pace of
growth and propel India in becoming a global Data Centre hub.

Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules,
2011 (“Reasonable Security Practices Rules”)

In accordance with the Reasonable Security Practices Rules, certain classes of body corporates are required to have security
practices and standards in place in respect of personal information, including sensitive personal data or information.
Additionally, such body corporates are required to maintain a comprehensive documented information security programme
and information security policies containing managerial, technical, operational and physical security control measures
commensurate with the information assets being protected with the nature of business. In the alternative, Reasonable
Security Practices Rules are deemed to be complied with if the requirements of the international standard “IS/ISO/IEC 27001”
on “Information Technology– Security Techniques– Information Security Management System– Requirements” are complied
with including any codes 220 of best practices for data protection of sensitive personal data or information approved by the
Government of India and formulated by any industry association of whose membership such body corporates holds.

National Digital Communication Policy, 2018 (“NDCP”)

NDCP seeks to unlock the transformative power of digital communications networks - to achieve the goal of digital
empowerment and improved well-being of the people of India; and towards this end, attempts to outline a set of goals,
initiatives, strategies and intended policy outcomes. Digital India is already unfolding. India’s digital profile and footprint is
one of the fastest growing in the world. With over a billion mobile phones and digital identities and half a billion internet
users, India’s mobile data consumption is already the highest in the world. Over 200 million Indians regularly use social media
and in the last year alone, over 200 million Indians took to mobile banking and digital payments. At the current pace of
digitisation, it is estimated that India’s digital economy has the potential to reach one trillion USD by 2025. The
rapid and unprecedented proliferation of the mobile phone, the internet, social media platforms, and the rapid expansion of
digital payments, data consumption and generation across India indicate that the data economy and digital technologies and
services are no longer the prerogative of the privileged few; but that they have indeed evolved into widespread instruments
of access and empowerment for more than a billion Indians.

TAX RELATED LAWS

The Income Tax Act, 1961

The Income-tax Act, 1961 (―IT Act) is applicable to every Company, whether domestic or foreign whose income is taxable
under the provisions of this Act or Rules made there under depending upon its ―Residential Status and ―Type of Income
involved. As per the provisions of Income Tax Act, the rates at which they are required to pay tax is calculated on the income
declared by them or assessed by the authorities, after availing the deductions and concessions accorded under the Income
Tax Act. Filing of returns of income is compulsory for all assesses. Furthermore, it requires every taxpayer to apply to the
assessing officer for a permanent account number.

The Goods and Services Tax (“GST”)

The GST is applicable on the supply of goods or services as against the present concept of tax on the manufacture and sale of
goods or provision of services. It is a destination based consumption tax. It is dual GST with the Central and State Governments
simultaneously levying it on a common tax base. The GST to be levied by the Centre on intra-State supply of goods and / or
services is called the Central GST (CGST‖) as provided by the CGST Act and that to be levied by the States is called the State
GST (SGST) as given under the SGST Acts. An Integrated GST (IGST) under the IGST Act is to be levied and collected by the
Centre on inter-State supply of goods and services. The CGST and SGST is to be levied at rates to be jointly decided by the
Centre and States.

Every person liable to take registration under these Acts shall do so within a period of 30 days from the date on which he
becomes liable to registration. The Central/State authority shall issue the registration certificate upon receipt of application.
The Certificate shall contain fifteen digit registration numbers known as Goods and Service Tax Identification Number (GSTIN).
In case a person has multiple business verticals in multiple locations in a state, a separate application will be made for
registration of each and every location. The registered assessee is then required to pay GST as per the rules applicable thereon
and file the appropriate returns as applicable thereon.

There are indirect taxes that are levied and collected by the Central and State Government which are now subsumed under
GST. Some of the taxes which were applicable to the Company are as follows:
 Service Tax
 Value Added tax
 The Central Sales Tax Act, 1956

The Customs Act, 1962

The provisions of the Customs Act, 1962 and rules made thereunder 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 itself registered and obtain an Importer Exporter
Code.

The Maharashtra State Tax on Professions, Trades, Callings and Employments Acts, 1975

Profession tax is the tax levied and collected by the state governments in India. It is a direct tax. A person earning an income
from salary or anyone practicing a profession such as chartered accountant, company secretary, lawyer, doctor etc. are
required to pay this professional tax. Different states have different rates and methods of collection. In India, profession tax
is imposed every month. However, not all states impose this tax. Profession tax is levied and collected by the Commercial
Taxes Department of State Governments, in some states by particular Municipal Corporations and majority of the Indian states
are collecting this tax. It is a source of revenue for the government. The maximum amount payable per year is INR 2,500 and
in line with tax payer's salary, there are predetermined slabs. It is also payable by members of staff employed in private
companies. It is deducted by the employer from their employee every month and remitted to state exchequer and in some
states sent to the Municipal Corporation. It is mandatory to pay professional tax. The tax payer is eligible for income tax
deduction for this payment

INTELLECTUAL PROPERTY RELATED LAWS

Copyright Act, 1957 (Copyright Act)

The Copyright Act governs copyright protection in India. Under the Copyright Act, copyright may subsist in original literary,
dramatic, musical or artistic works, cinematograph films, and sound recordings.

While copyright registration is not a prerequisite for acquiring or enforcing a copyright, registration creates a presumption
favoring ownership of the copyright by the registered owner. Copyright registration may expedite infringement proceedings
and reduce delay caused due to evidentiary considerations. Once registered, the copyright protection of a work lasts for 60
years from the beginning of the next calendar year, following the year in which the work is first published.

The remedies available in the event of infringement of a copyright under the Copyright Act include civil proceedings for
damages, account of profits, injunction and the delivery of the infringing copies to the copyright owner. The Copyright Act
also provides for criminal remedies including imprisonment of the accused and the imposition of fines and seizure of infringing
copies.
The Trade Marks Act, 1999 (“Trademark Act”)

The Trademark Act provides for the statutory protection of trademarks and for the prevention of the use of fraudulent marks
in India. Certification marks and collective marks can also be registered under the Trademark Act. An application for trade
mark registration may be made by any person claiming to be the proprietor of a trade mark used or proposed to be used by
him, who is desirous of registering it. Applications for a trade mark registration may be made for in one or more classes. Once
granted, trade mark registration is valid for ten years unless cancelled.

The Trade Mark (Amendment) Act, 2010 has been enacted by the Government of India to amend the Trademark Act to enable
Indian nationals as well as foreign nationals to secure simultaneous protection of trade mark in other countries.

CORPORATE LAWS

The Companies Act, 2013

The Companies Act, 2013, has replaced the Companies Act, 1956 in a phased manner. The Act received the assent of President
of India on 29th August 2013. At present almost all the provisions of this law have been made effective except a very few.
The Ministry of Corporate Affairs, has also issued rules complementary to the Companies Act, 2013 establishing the procedure
to be followed by companies in order to comply with the substantive provisions of the Companies Act, 2013.

The Companies Act primarily regulates the formation, financing, functioning and 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 laid down
transparency, corporate governance and protection of shareholders & creditors.

In the functioning of the corporate sector, although freedom of companies is important, protection of the investors and
shareholders, on whose funds they flourish, is equally important. The Companies Act plays the balancing role between these
two competing factors, namely, management autonomy and investor protection.

FOREIGN REGULATIONS

The Foreign Trade (Development and Regulation) Act, 1992 (“FTA”)

In India, the main legislation concerning foreign trade is FTA. The FTA read along with relevant rules provides for the
development and regulation of foreign trade by facilitating imports into, and augmenting exports from, India and for matters
connected therewith or incidental thereto. FTA read with the Indian Foreign Trade Policy provides that no export or import
can be made by a company without an Importer-Exporter Code number unless such company is specifically exempt. An
application for an Importer-Exporter Code number has to be made to the office of the Joint Director General of Foreign Trade,
Ministry of Commerce.

Foreign Exchange Management Act, 1999

When a business enterprise imports goods from other countries, exports its products to them or makes investments abroad,
it deals in foreign exchange. Foreign Exchange Management Act, 1999 (―FEMA‖) was enacted to consolidate and
amend the law relating to foreign exchange with the objective of facilitating external trade and for promoting the orderly
development and maintenance of foreign exchange market in India. FEMA extends to whole of India. This Act also applies to
all branches, offices and agencies outside India owned or controlled by a person resident in India and also to any
contravention committed thereunder outside India by any person to whom the Act is applies. The Act has assigned an
important role to the Reserve Bank of India (RBI) in the administration of FEMA.

EMPLOYMENT AND LABOUR LAWS

The Employees‟ Provident Fund and Miscellaneous Provisions Act, 1952

The Employees Provident Funds and Miscellaneous Provisions Act, 1952, as amended from time to time (―EPF Act‖),
mandates provisioning for provident fund, family pension fund and deposit linked insurance in factories and other
establishments for the benefits of the employees. All the establishments under the EPF Act are required to be registered with
the appropriate Provident Fund Commissioner. Also, in accordance with the provisions of the EPF Act, the employer of such
establishment is required to make a monthly contribution to the provident fund equivalent to the amount of the employee‘s
contribution to the provident fund. There is also a requirement to maintain prescribed records and registers and filing of
forms with the concerned authorities.

The Employees‟ State Insurance Act, 1948 (the “ESI Act”)

The promulgation of Employees' State Insurance Act, 1948 envisaged an integrated need based social insurance scheme that
would protect the interest of workers in contingencies such as sickness, maternity, temporary or permanent physical
disablement, death due to employment injury resulting in loss of wages or earning.

All the establishments to which the Employees State Insurance (ESI) Act applies are required to be registered under the Act
with the Employees State Insurance Corporation. The Act requires all the employees of the factories and establishments to
which the Act applies to be insured in the manner provided under the Act. Further, employer and employees both are
required to make contribution to the fund at the rate prescribed by the Central Government. The return of the contribution
made is required to be filed with the Employee State Insurance department.

The Equal Remuneration Act, 1976

Equal Remuneration Act, 1976 was enacted with the aim of state to provide Equal Pay and Equal Work as envisaged under
Article 39 of the Constitution. The act provides for payment of equal remuneration to men and women workers and for
prevention of discrimination, on the ground of sex, against female employees in the matters of employment and for matters
connected therewith.

Payment of Gratuity Act, 1972

The Payment of Gratuity Act is applicable to every factory, mine, oilfield, plantation, port, railway companies and to every
shop and establishment in which 10 or more persons are employed or were employed at any time during the preceding
twelve months. This Act applies to all employees irrespective of their salary.

The Payment of Gratuity Act, as amended, provides for a scheme for payment of gratuity to an employee on the termination
of his employment after he has rendered continuous service for not less than 5 years:
(a) on his/her superannuation;
(b) on his/her retirement or resignation;
(c) on his/her death or disablement due to accident or disease (in this case the minimum requirement of five years
does not apply)

A shop or establishment to which this act has become applicable shall be continued to be governed by this act irrespective of
the number of persons falling below ten at any day.

Payment of Bonus Act, 1965

The Payment of Bonus Act, 1965 is applicable to every factory and every other establishment employing twenty (20) or more
persons. Every employee shall be entitled to be paid by his employer in an accounting year, bonus, in accordance with the
provisions of this Act, provided he has worked in the establishment for not less than thirty working days in that year.

The Maternity Benefit Act, 1961

The purpose of the Maternity Benefit Act, 1961 is to regulate the employment of pregnant women in certain establishments
for certain periods and to ensure that they get paid leave for a specified period before and after childbirth, or miscarriage or
medical termination of pregnancy. It provides, inter alia, for payment of maternity benefits, medical bonus and prohibits the
dismissal of and reduction of wages paid to pregnant women, etc. Government, further amended the Act which is known
as The Maternity Benefit (Amendment) Act, 2016, effective from March 28, 2017 introducing more benefits for pregnant
women in certain establishments.
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (―SHWW Act‖) provides
for the protection of women at workplace and prevention of sexual harassment at workplace. The SHWW Act also provides
for a redressal mechanism to manage complaints in this regard. Sexual harassment includes one or more of the following acts
or behaviour namely, physical contact and advances or a demand or request for sexual favors or making sexually coloured
remarks, showing pornography or any other unwelcome physical, verbal or non-verbal conduct of sexual nature. The SHWW
Act makes it mandatory for every employer of a workplace to constitute an Internal Complaints Committee, which shall
always be presided upon by a woman.

The Industrial Disputes Act, 1947 and Industrial Dispute (Central) Rules, 1957

Industrial Dispute Act, 1947 and the Rules made thereunder provide for the investigation and settlement of industrial
disputes. The Industrial Disputes Act, 1947 (IDA) was enacted to make provision for investigation and settlement of industrial
disputes and for other purposes specified therein. Workmen under the ID Act have been provided with several benefits and
are protected under various labour legislations, whilst those persons who have been classified as managerial employees and
earning salary beyond a prescribed amount may not generally be afforded statutory benefits or protection, except in certain
cases. The Industrial Dispute (Central) Rules, 1957 specify procedural guidelines for lock-outs, closures, lay-offs and
retrenchment.

GENERAL LEGISLATIONS

The Indian Contract Act, 1872

The Indian Contract Act, 1872 (―Contract Act‖) codifies the way in which a contract may be entered into, executed,
implementation of the provisions of a contract and effects of breach of a contract. A person is free to contract on any terms
he chooses. The Contract Act also provides for circumstances under which contracts will be considered as void‘ or voidable‘.
The Contract Act contains provisions governing certain special contracts, including indemnity, guarantee, bailment, pledge,
and agency.

Sale of Goods Act, 1930

The law relating to the sale of goods is codified in the Sale of Goods Act, 1930. It defines sale and agreement to sell as a
contract whereby the seller transfers or agrees to transfer the property in goods to the buyer for a price and provides that
there may be a contract of sale between part owner and another and that the contract of sale may be absolute or conditional.

Consumer Protection Act, 2019 (“CPA”)

The CPA, which repeals the Consumer Protection Act, 1986, was enacted to provide simpler and quicker access to redress
consumer grievances. It seeks to protect and promote the interests of consumers against deficiencies and defects in goods
or services and secure the rights of a consumer against unfair trade practices, which may be practiced by manufacturers,
service providers and traders. Further, the definition of “consumer” has been expanded under the CPA to include persons
engaged in online and offline transactions through electronic means or by teleshopping, or direct-selling or multi-level
marketing.

The Competition Act, 2002

The Competition Act, 2002 prohibits anti-competitive agreements, abuse of dominant positions by enterprises and regulates
―combinations‖ in India. The Competition Act also established the Competition Commission of India (the ―CCI) as the
authority mandated to implement the Competition Act. Combinations which are Likely to cause an appreciable adverse effect
on competition in a relevant market in India are void under the Competition Act. The obligation to notify a combination to
the CCI falls upon the acquirer in case of an acquisition, and on all parties to the combination jointly in case of a merger or
amalgamation.

Transfer of Property Act, 1882 (“TP Act”)

The Transfer of Property Act, 1882 (the ―TP Act‖) establishes the general principles relating to transfer of property
in India. It forms a basis for identifying the categories of property that are capable of being transferred, the persons
competent to transfer property, the validity of restrictions and conditions imposed on the transfer and the creation of
contingent and vested interest in the property. Transfer of property is subject to stamping and registration under the specific
statutes enacted for that purpose.

The Indian Stamp Act, 1899

Under the Indian Stamp Act, 1899, stamp duty is payable on instruments evidencing a transfer or creation or extinguishment
of any right, title or interest in immovable property. Stamp duty must be paid on all instruments specified under the Stamp
Act at the rates specified in the schedules to the Stamp Act. The applicable rates for stamp duty on instruments chargeable
with duty vary from state to state.

The Registration Act, 1908

The purpose of the Registration Act, amongst other things, is to provide a method of public registration of documents so as
to give information to people regarding legal rights and obligations arising or affecting a particular property, and to
perpetuate documents which may afterwards be of legal importance, and also to prevent fraud.

Negotiable Instruments Act, 1881

In India, the laws governing monetary instruments such as cheques are contained in the Negotiable Instruments Act, 1881.
The Act provides effective legal provision to restrain people from issuing cheques without having sufficient funds in their
account or any stringent provision to punish them in the event of such cheque not being honoured by their bankers and
returned unpaid. Section 138 of the Act, creates statutory offence in the matter of dishonour of cheques on the ground of
insufficiency of funds in the account maintained by a person with the banker which is punishable with imprisonment for a
term which may extend to two year, or with fine which may extend to twice the amount of the cheque, or with both.

Information Technology Act, 2000 (as amended by Information Technology Amendment Act, 2008):

The Information Technology Act, 2000 (the IT Act) is an Act of the Indian Parliament notified on October 17, 2000. It is the
primary law in India dealing with cybercrime and electronic commerce. It was enacted with the purpose of providing legal
recognition to electronic transactions and facilitating electronic filing of documents. The IT Act further provides for civil and
criminal liability including fines and imprisonment for various cyber- crimes, including unauthorized access to computer
systems, unauthorized modification to the contents of computer systems, damaging computer systems, the unauthorized
disclosure of confidential information and computer fraud.

Limitation Act, 1963

The law relating to Law of Limitation to India is the Limitation Act, 1859 and subsequently Limitation Act, 1963 which was
enacted on 5th of October, 1963 and which came into force from 1st of January, 1964 for the purpose of consolidating and
amending the legal principles relating to limitation of suits and other legal proceedings. The basic concept of limitation is
relating to fixing or prescribing of the time period for barring legal actions. According to Section 2 (j) of the Limitation Act,
1963, period of limitation‘ means the period of limitation prescribed for any suit, appeal or application by the Schedule, and
prescribed period‘ means the period of limitation computed in accordance with the provisions of this Act.

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 OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS

HISTORY OF OUR COMPANY

Our Company was originally incorporated on December 15, 1998 as a Private Limited Company as “Trust Systems and
Software (India) Limited” vide Registration No. 117470 under the provisions of the Companies Act, 1956 with the Registrar
of Companies, Mumbai. Pursuant to a special resolution passed by the Shareholders at their Extra ordinary General Meeting
held on September 16, 2023, our Company was converted from a Private Limited Company to Public Limited Company and
consequently, the name of our Company was changed to ‘Trust Systems and Software (India) Limited’ and a Fresh
Certificate of Incorporation consequent to Conversion was issued on September 29, 2023 by the Registrar of Companies,
Mumbai. Further, pursuant to special resolution passed by the Shareholders at their Extra Ordinary General Meeting held
on November 22, 2023, our company has changed its name from “Trust Systems and Software (India) Limited” to “Trust
Fintech Limited” and a fresh certificate of incorporation consequent to name change was issued on December 14, 2023 by
the Registrar of Companies, Mumbai. The Corporate Identification Number of our Company is U72100MH1998PLC117470.
Presently, we carry out our operations from our Registered Office and 2 offices for business purpose as per the below
details:

Sr. No. Particulars Address

1. Registered Office PLOT NO.11/4, I.T. PARK, GAYATRI NAGAR PARSODI, NAGPUR, Maharashtra,
India, 440022
2. Mumbai Office 509, "E-Square", Subhash Road, Vile Parle, Mumbai-400057

3. Pune Office 101, Navkar Avenue A2, Behind Axis Bank, Bavdhan, Pune-411021

CHANGES IN OUR REGISTERED OFFICE

Our Registered Office is presently situated at Plot no.11/4, i.t. Park, Gayatri Nagar Parsodi, Nagpur, Maharashtra, India,
440022.

The details of the change of Registered office of the Company are as follows:

Sr. No Date of Change Shifted from Shifted to

1. December 10, 2002* 50, Ravindra Nagar, Nagpur, Plot No. 75, Hindustan Colony, Wardha
Maharashtra- 440022 Road, Nagpur, Maharashtra – 440015
2. August 17, 2007 Plot No. 75, Hindustan Colony, Plot No. 11/4, IT Park, Gayatri Nagar,
Wardha Road, Nagpur, Maharashtra Parsodi, Nagpur, Maharashtra – 440022.
– 440015
*Note: We are unable to trace complete documents of the relevant form filled with ROC for change in Registered office of
the company and therefore details mentioned above are extracted from available Board resolutions in the records of the
Company. we have relied on the search report from PCS Firm i.e. Kaustubh Moghe and Associates having certificate of
practice no. 12486 dated January 25, 2024 for tracing changes in Registered Office. For further information, please refer to
the Chapter titled “Risk Factors” and Risk No. 7 on the Page No. 30 of this Red Herring Prospectus.

CHANGES IN NAME CLAUSE

Date of Amendment Particular Reason

On September 16, 2023 Change in name of company from “Trust Systems and Conversion of Company from
Software (India) Private Limited” to “Trust Systems Private to Public
and Software (India) Limited”
On December 14, 2023 Change in name of company from “Trust Systems and For Administrative Purpose
Software (India) Limited” to “Trust Fintech Limited”

MAIN OBJECTS OF OUR COMPANY

The object clauses of the Memorandum of Association of our Company enable us to undertake our present activities. The
main objects of our Company as per the Object Clause of Memorandum of Association of the Company are as under:
1. To carry on the business of Software development and allied services.
2. To provide turnkey software solutions.
3. To do software exports.

AMENDMENTS TO THE MOA OF OUR COMPANY SINCE INCORPORATION:

Since incorporation, there has been following amendment made to the MoA of our Company:

Date of Amendment Particulars of Amendment

March 14, 2005* Increase in Authorized capital of Company from Rs. 20,00,000 to Rs. 50,00,000.
February 28, 2012 Increase in Authorized capital of Company from Rs. 50,00,000 to Rs. 2,00,00,000.
April 23, 2014 Increase in Authorised capital of Company from Rs. 2,00,00,000 to Rs. 3,00,00,000.
March 30, 2016 Increase in Authorised capital of Company from Rs. 3,00,00,000 to Rs. 5,00,00,000.
March 22, 2017 Increase in Authorised capital of Company from Rs. 5,00,00,000 to 6,00,00,000.
October 04, 2023 Change in name of Company from “Trust Systems and Software (India) Private Limited” to “Trust
System and Software (India) Limited”.
November 15, 2023 Increase in Authorised capital of Company from Rs. 6,00,00,000 to 25,00,00,000.
December 14, 2023 Change in name of Company from “Trust System and Software (India) Limited” to “Trust Fintech
Limited”.
*Note: We are unable to trace some of documents for the information provided above, we have relied on the search report
from PCS Firm i.e. Kaustubh Moghe and Associates having certificate of practice no. 12486 dated January 25, 2024 for
tracing changes in Amendment in MOA since incorporation. For further information, please refer to the Chapter titled “Risk
Factors” and Risk No. 7 on the Page No. 30 of this Red Herring Prospectus.

KEY EVENTS AND MILESTONES:

The following table sets forth the key events and milestones in the history of our Company, since incorporation:

YEAR PARTICULARS
1999 Incorporation of our Company as a Private Limited Company with the name of “Trust Systems and
Software (India) Private Limited” with the vision of delivering world-class technology solutions to a
virtually integrated business community.
2003 Developed ERP (Power Plant Monitoring system PPMS). Implemented all power plants at head office of
Maharashtra State Electricity Distribution company Limited.
2003 Empanelled with Government of Maharashtra as IT service Provider for state wise computerization
2007 TrustBank CBS Version 1 Core Banking solution SQL Server 2008 & [Link] partnered with SAP for its
product SAP B1.
2013 Ranked among Top Core banking solution provider Globally
2015 CRISIL rated company for “High Performance capability and High Financial Strength (2A)”
2015 Empanelled by NeGD as agency for Integration of different Applications with e- Governance system for
Digi-locker system.
2017 Empanelled by Government of India as a GSP (Goods and Services Tax Suvidha Provider)
2017 Launched SoftGST product specially designed for Banks for GST Compliances
2017 Launched Mobile app and internet banking app for Bank’s customers
2020 ISO 27001 Certified Company
2021 TrustBank CBS Version pro 7 Core Banking solution SQL Server 2019 & [Link], C#, Java Script
2021 Launched LOS (Loan Origination software SAAS basis for banks)
2021 Microsoft Gold Partner As a “Independent Software vendor”
2021 CMMI level 5 Certified company
2022 Empanelment of Fintech with Union Bank of India for Development, Customization & Maintenance of
new Software applications.
2022 Certificate of appreciation from The Central Board of Indirect Taxes and Customs for prompt fillings of
return and payment of Goods and services tax.
2023 Launched NPA recovery management, audit and compliance module
2023 Received order from USA for implementation of CBS in credit union
2023 Empanelled vendor of NAFCUB to provide CBS and all other related services to urban cooperative Banks.
 2023 Converted to Public Limited Company – consequently the name of the company was changed to ‘Trust
Systems and Software (India) Limited’
2023 Change in the name of company from “Trust Systems and Software (India) Limited” to “Trust Fintech
Limited”.

DETAILS OF BUSINESS OF OUR COMPANY

Trust Fintech Limited is a Nagpur based SaaS Product focused company which has carved a niche in providing Core Banking
Software, IT Solutions, ERP Implementation and Customized Software Solutions Development, SAP B1 and Offshore IT
services for the BFSI sector. TFL was founded by Mr. Hemant Chafale, Mr. Heramb Ramkrishna, Mr. Mandar Kishor Deo
with a focus on delivering secured core banking solutions & world-class technology solutions to a virtually integrated
banking and financial eco-system. The company has evolved in the last 25 years and adapted to the technological and
market shifts to reach the current business model and product version. Trust Fintech is consistently expanding its business
footprints in India and Globally by adapting to ever-changing regulatory compliances for the global BFSI sector.

We have invested in developing more than 10+ (ten) banking related products for Commercial and Cooperative Banks and
Financial Institutions, which comprise Core Banking Software, Loan Origination software, GST compliance software,
Financial Accounting & Billing Software, GST Suvidha provider, SAP B1 Services (for Implementation, Support and Add-on
Development), Various add-on modules for Statutory Report Generation, ATM Reconciliation, Anti-Money Laundering,
Agency Banking, Mobile Banking leveraging end to end solutions to address the evolving needs of banking Solutions. Since
we provide banking solutions, therefore all the product solutions are built by keeping in mind the RBI compliance
requirements, which the banks have to follow and also the product is designed in configurable architect, which gives the
flexibility to incorporate the changes which may be required to be complied by the banks, pursuant to the change in the
policy and compliances as notified by the RBI. Also, our Core Banking Product (TrustBankCBS) is flexible enough to
customize for the Central Bank requirements, by customizing this software, we have served this software in India Shri
Lanka, Nepal, California, Ghambia, Tanzania, Ghana, Liberia, Nigeria, Zimbabwe, and few more countries.

Our company is majorly involved in the Implementation, and deployment of Core banking Software i.e. TrustBankCBS or
MicroFinS. TrustBankCBS mainly serves the needs of medium to large banks & financial institutions and MicroFinS serves
the needs of Small & growing Co-operative Societies, SACCOS & similar banking institutions. Our flagship product,
TrustBankCBS, is a web-based software. It is available “on-premises with infrastructure” i.e. it offers the flexibility to the
customer to deploy TrustBankCBS on their own premises with customized infrastructure. Alternatively, it is also available
as off-the-shelf banking software solution in a 'Software as a Service' (SaaS) model. This covers bundled solutions of
software and hosting infrastructure on a rental basis for those preferring a hassle-free.

Our company proudly holds several quality certifications including ISO 27001:2013, ISO 9001:2015, and CMMI Level 5
reaffirming our commitment to management of information security, comprehensive IT solutions, and advanced software
services. Also, TrustBankCBS Software is tested for “VAPT” by CERT-IN certified auditors which demonstrates security and
robustness of the software. With 25+ years of operational excellence and a dedicated team of 250+, we provide advanced
software services to Public Sector Banks, Co-Operative Banks, District Co-Operative Banks, Regional Rural Banks, Large
Credit Societies, NBFC, Large commercial Banks (Add-on Business), PACS, Credit Unions in USA and South American
countries that meet international quality. Currently, we are serving customers in more than 15 States of India and in more
than 10 countries including California, Nepal, Gambia, Ghana, Liberia, Nigeria, Sri Lanka, Tanzania, Zimbabwe, Siberia,
Central Africa Republic.

Our organization currently operates through its offices located in Nagpur, Pune, and Mumbai spread across total area of
1064.42 sq. mtr. accommodating a workforce of over 250+ employees. The Nagpur property is currently over utilized and
lacks the capacity to accommodate additional personnel.

For details on the description of Our Company’s activity, business model, marketing strategy, strength, completion of
business, please see “Our Business”, “Management Discussion and Analysis of Financial Conditions” and “Basis for Issue
Price” on page 139, 256 and 113 of this Red Herring Prospectus respectively.

HOLDING COMPANY OF OUR COMPANY

Our company does not have any Holding Company as on the date of filling of this Red Herring Prospectus.

SUBSIDIARY COMPANY OF OUR COMPANY

Our Company has no Subsidiary Company as on the date of filing of this Red Herring Prospectus.

ASSOCIATE AND JOINT VENTURES OF OUR COMPANY

Our Company does not have any associate and joint ventures as on the date of this Red Herring Prospectus.

OTHER DECLARATIONS AND DISCLOSURES

Our Company is not a listed entity and its securities have not been refused listing at any time by any recognized stock
exchange in India or abroad. Further, Our Company has not made any Public Issue or Rights Issue (as defined in the SEBI
ICDR Regulations) in the past. No action has been taken against Our Company by any Stock Exchange or by SEBI. Our
Company is not under winding up nor has received a notice for striking off its name from the relevant Registrar of
Companies.

FUND RAISING THROUGH EQUITY OR DEBT

For details in relation to our fund-raising activities through equity or debt, please refer to the chapters titled “Capital
Structure” beginning on page number 63 respectively, of this Red Herring Prospectus.

REVALUATION OF ASSETS

Except as stated below, our Company has not re-valued its assets since incorporation:

Sr. Year of Type of Nature of Asset Book Value of Asset Value after Revaluation
No. Revaluation Asset (in Lacs) (in Lacs)
1. 2022-23 Land Land situated at 11/4, 100.34 801.00
Gayatri Nagar, IT Park,
Nagpur
*For Revaluation of Assets certificate dated January 07, 2024, by the Peer Reviewed auditor of the issue, M/s Abhijit Kelkar
& Co.

CHANGES IN THE ACTIVITIES OF OUR COMPANY HAVING A MATERIAL EFFECT

Other than as stated in this red herring prospectus, there has been no change in the activities being carried out by our
Company during the preceding five years from the date of this red herring prospectus which may have a material effect on
the profits / loss of our Company, including discontinuance of lines of business, loss of agencies or markets and similar
factors.

INJUNCTIONS OR RESTRAINING ORDERS

Our Company is not operating under any injunction or restraining order.

DEFAULTS OR RESCHEDULING OF BORROWINGS WITH FINANCIAL INSTITUTIONS/BANKS

There have been no Defaults or Rescheduling of borrowings with financial institutions/banks in last 3 financial years.

STRIKES AND LOCK-OUTS

Our company has, since incorporation has not been involved in any labor disputes or disturbances including strikes and
lockouts. As on the date of this Red Herring Prospectus, our employees are not unionized.
TIME AND COST OVERRUNS IN SETTING UP PROJECTS

As on the date of this Red Herring Prospectus, there have been no time and cost overrun in any of the projects undertaken
by our Company.

SHAREHOLDERS’AGREEMENT

Our Company does not have any subsisting shareholders’ agreement as on the date of this Red Herring Prospectus.

OTHER AGREEMENTS

Except as disclosed in the title “Material Contracts and Documents for Inspection” on page No. 354 as on the of this Red
Herring Prospectus our Company has not entered into any agreements other than those entered into in the ordinary course
of business and there are no material agreements entered into more than two years before the date of this Red Herring
Prospectus.

AGREEMENTS WITH KEY MANAGERIAL PERSONNEL, DIRECTORS, PROMOTERS OR ANY OTHER EMPLOYEE

As on the date of this Red Herring Prospectus, there are no agreements entered into by our Key Managerial Personnel or
Directors or Promoters or any other employee of our Company, either by themselves or on behalf of any other person,
with any shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in
the securities of our Company.

COLLABORATION AGREEMENT

As on the date of this Red Herring Prospectus, our Company is not party to any collaboration agreement.

STRATEGIC PARTNERS

Our Company does not have any strategic partner(s) as on the date of this Red Herring Prospectus.

FINANCIAL PARTNERS

As on the date of this Red Herring Prospectus, our Company does not have any financial partners.

ACQUISITION OF BUSINESS/UNDERTAKINGS

There is no Merger, Amalgamation, Acquisition of Business or Undertaking etc. with respect to our Company and we have
not acquired a business undertaking in last 10 years.

DIVESTMENT OF BUSINESS/UNDERTAKING BY COMPANY IN LAST 10 YEARS.

There has been no divestment by the Company of any business or undertaking in last 10 years.

NUMBER OF SHAREHOLDER OF OUR COMPANY

Our Company has 25 (Twenty-Five) shareholders as on date of this Red Herring Prospectus. For further details on the
Shareholding Pattern of our Company, please refer to the Chapter titled “Capital Structure” beginning on page 63 of this
Red Herring Prospectus.

DETAILS OF PAST PERFORMANCE

For details of Change of management, please see chapter titled “Our Business” and “Our History and Certain Corporate
Matters” on page 139 and 187 respectively of this Red Herring Prospectus.

DETAILS OF FINANCIAL PERFORMANCE

For details in relation to our financial performance in the previous five financial years, including details of non-recurring
items of income, refer to section titled “Financial Statements” beginning on page 223 of this Red Herring Prospectus.

GUARANTEES GIVEN BY PROMOTER OFFERING ITS SHARES IN THE OFFER FOR SALE

This Issue is a fresh issue of Equity Shares and our Promoters are not offering their shares in this Issue.

This space left blank intentionally.

 OUR MANAGEMENT

BOARD OF DIRECTORS

As per the Articles of Association of our Company, we are required to have not less than 3 (Three) Directors and not more
than 15 (Fifteen) Directors on its Board, subject to provisions of Section 149 of Companies Act, 2013. As on date of this Red
Herring Prospectus, our Board consist of Eight (8) Directors, out of which Four (4) are Executive Director, three (3) are Non-
Executive Independent Director and One (1) is Non-Executive women Director.

Sr. No. Name DIN Category Designation

1. Hemant Padmanabh Chafale 01590781 Executive Managing Director
2. Mandar Kishor Deo 01590926 Executive Whole time Director
3. Heramb Ramkrishna Damle 02734881 Executive Whole time Director
4. Anand Shanker Kane 07635348 Executive Director & CFO
5. Sandhya Narendra Gulhane 10432093 Non- Executive Director
6. Nitin Dattatraya Alshi 05252946 Non- Executive Independent Director
7. Kapil Dilip Chandrayan 05311061 Non- Executive Independent Director
8. Prasad A Dongarkar 03025312 Non- Executive Independent Director

The following table sets forth certain details regarding the members of our Company’s Board as on the date of this Red
Herring Prospectus:

S. No. Name, DIN, Date of Birth, Qualification, Age Other Directorship

Designation, Occupation, Address, Nationality and
Term
1. Mr. Hemant Padmanabh Chafale 54 Indian Private Limited Company

Designation: Managing Director Nil

Address: Plot No. 50, near Ganesh mandir, Ravindra Indian Public Limited Company
Nagar, Rana Pratap Nagar, Nagpur, Maharashtra-
440022 Nil

Date of Birth: 05/03/1970 Indian Limited Lability Partnership

Qualification: Bachelor of Engineering in Nil

Instrument Engineering from Marathwada
University. Indian Hindu Undivided Family

Occupation: Business Nil

Nationality: Indian

Term: 5 years w.e.f. December 01, 2023

Date of First Appointment: December 17, 1998

Date of Appointment as Managing Director:

December 01, 2023

DIN: 01590781

2. Mr. Mandar Kishor Deo 54 Indian Private Limited Company

S. No. Name, DIN, Date of Birth, Qualification, Age Other Directorship
Designation, Occupation, Address, Nationality and
Term
Designation: Whole Time Director Nil

Address: Plot No. 07, Flat No. 11, Bhaskar Indian Public Limited Company
Apartment, Bajaj Nagar, Shankar Nagar, Nagpur-
440010 Nil

Date of Birth: 01/03/1970 Indian Limited Lability Partnership

Qualification: Nil
 Professional Diploma in Computer
Programming and Applications (PDCPA) Indian Hindu Undivided Family
from La Salle University, USA
Nil
Occupation: Business

Nationality: Indian

Term: 5 Years w.e.f. December 01, 2023

Date of First Appointment: 12/03/2010

DIN: 01590926

3. Mr. Heramb Ramkrishna Damle 47 Indian Private Limited Company

Designation: Whole Time Director Nil

Address: Flat no 503, Building A Sargam Society, Indian Public Limited Company
Nanded City, Sinhgad Road, Pune, Maharashtra-
411041 Nil

Date of Birth: 19/07/1976 Indian Limited Lability Partnership

Qualification: Nil

 Bachelor Degree in Mechanical Indian Hindu Undivided Family

Engineering from Amravati University
 Master of Business Administration from Nil
Pune University
1.
Occupation: Business

Nationality: Indian

Date of First Appointment: March 12, 2010

Term: 5 Years w.e.f. December 01, 2023

DIN: 02734881

4. Mr. Anand Shankar Kane 60 Indian Private Limited Company

Designation: Director & CFO Nil

Indian Public Limited Company

S. No. Name, DIN, Date of Birth, Qualification, Age Other Directorship
Designation, Occupation, Address, Nationality and
Term
Address: 102, Amrut Dhara Heights, 591, Jame
Jamshed Road, Near Kapole Niwas, Matunga, East Nil
Mumbai, Maharashtra- 400019
Indian Limited Lability Partnership
Date of Birth: 12/10/1963
Nil
Qualification:
 Bachelor of Commerce, Gujarat University Indian Hindu Undivided Family
 Management and Professional Services
course at Harvard Business School Nil

Occupation: Business

Nationality: Indian

Date of First Appointment: October 18, 2016

Date of Appointment as CFO: October 21, 2023

DIN: 07635348

5. Mrs. Sandhya Narendra Gulhane 57 Indian Private Limited Company

Designation: Non- Executive Director Nil

Address: Plot No. 294, Flat No. t1, Pushpa Laxmi Indian Public Limited Company
Apartment, Near Ambedkar Bank, Ranapratap
Nagar, Nagpur- 440022 Nil

Date of Birth: 23/11/1966 Indian Limited Lability Partnership

Qualification: Nil

 Master of Science (Applied Electronics) Indian Hindu Undivided Family

from Amravati University
Nil
Occupation: Professional
2.
Nationality: Indian

Date of Appointment: January 06, 2024

Term: 3 Years w.e.f. January 06, 2024

DIN: 10432093

6. Mr. Nitin Dattatraya Alshi 54 Indian Private Limited Company

Designation: Non- Executive independent Director  GrowProfit Advisors Private Limited

Address: Plot No. 202, Near Nutan Bharat School, Indian Public Limited Company
Abhyankar Nagar, Nagpur- 440010
Nil
S. No. Name, DIN, Date of Birth, Qualification, Age Other Directorship
Designation, Occupation, Address, Nationality and
Term
Date of Birth: 05/03/1970 Indian Limited Lability Partnership

Qualification: Nil

 Chartered Accountant from Institute of Indian Hindu Undivided Family

Chartered Accountants of India
 Cost Accountant from Institute of Cost Nil
Accountants of India
 Postgraduation diploma in Enterprise Risk 3.
Management from The Institute of
Chartered Financial Analysts of India
University, Tripura
 Post Qualification course in Information
Systems Audit (ISA) from The Institute of
Chartered Accountants of India

Occupation: Professional

Nationality: Indian

Date of Appointment: January 06, 2024

Term: 3 Years w.e.f. January 06, 2024

DIN: 05252946

7. Dr. Kapil Dilip Chandrayan 41 Indian Private Limited Company

Designation: Non- Executive Independent Director  Infracraft Consultants Private Limited

 Calyx Digitech Private Limited
Address: Shattarka, 60 Nehru Nagar, khamla Road,
Vivekanand Nagar, Nagpur- 440015 Indian Public Limited Company

Date of Birth: 06/05/1982 Nil

Qualification: Indian Limited Lability Partnership

 Doctor of Philosophy from Rashtrasant  Sharada Consultancy Services LLP

Tukadoji Maharaj Nagpur University
 Santulan Global Solutions LLP
 Master of Business Administration
(Marketing Management) from
Indian Hindu Undivided Family
Yashwantrao Chavan Maharashtra Open
University, Nashik
Nil
 Master of Arts from University of Pune
 Bachelor of Commerce from Rashtrasant
4.
Tukadoji Maharaj Nagpur University
 Post Graduate Diploma in Business
Administration from Symbiosis Centre for
Distance Learning, Pune

Occupation: Professional

Nationality: Indian

Date of Appointment: January 06, 2024

 S. No. Name, DIN, Date of Birth, Qualification, Age Other Directorship
Designation, Occupation, Address, Nationality and
Term

Term: 3 Years w.e.f. January 06, 2024

DIN: 05311061

8. Mr. Prasad Annaji Dongarkar 53 Indian Private Limited Company

Designation: Non- Executive Independent Director  Veracity Entrepreneurs Advisors Private Limited

Address: 925 A Ward, Devkar Panand Kolhapur, Indian Public Limited Company
Hotel Royal Roof Mage, karvir, Kolhapur,
Maharashtra- 416012 Nil

Date of Birth: 01/01/1970 Indian Limited Lability Partnership

Qualification: Nil

 Bachelor of Engineering (Instrumentation) Indian Hindu Undivided Family

from Marathwada University
Nil
Occupation: Professional
5.
Nationality: Indian

Date of Appointment: January 06, 2024

Term: 3 Years w.e.f. January 06, 2024

DIN: 3025312

BRIEF PROFILE OF THE DIRECTORS OF OUR COMPANY

Mr. Hemant Padmanabh Chafale, aged 54 years, is the Founder & Managing Director of the Company. With a Bachelor’s
degree in Instrumentation Engineering (in 1992) he has extensive experience in Control Systems in various industries such
as Chemicals, Petrochemicals and Steel. He has successfully designed and implemented various MIS packages as team
leader and is completely familiar with every aspect of software applications in various businesses.

Earlier in his career, Mr. Hemant worked with-

 Indo Rama Synthetics Ltd Nagpur,

 Bombay Dyeing and Manufacturing Co Ltd. and
 ESSAR Projects Ltd. Surat in Control System domains for 5 years.
He also serves as a director at Nagpur Nagarik Sahakari Bank and was President at Vidarbha Vaibhav NGO which is managing
Professor Rajendra Singh (Rajju Bhaiya) Science Exploratory. Additionally, his charted membership at TIE Nagpur Chapter
reflects his active engagement in entrepreneurial circles. He is also chartered member at TIE Nagpur Chapter. Mr. Hemant
is having more than 31 years of experience in Software delivery.
Mr. Mandar Kishor Deo, aged 54 years, is the whole-time director & Technical Head in TFL. He is having bachelor degree
in science and an Associate Member of Institute of Engineers (AMIE, equivalent to an Engineering degree) plus a
Professional Diploma holder in Computer Programming and Applications (PDCPA) from La Salle University, USA. Mr.
Mandar is very well versed with designing, development of large systems, ERP core banking, mobility solution and cloud
computing across all technology platforms. Before joining Trust, he was working as Freelance consultant. With over 31
years of professional experience, Mr. Mandar has been an integral part of TFL since inception. He is very well qualified to
supervise the overall Software Development at Trust Fintech.
Mr. Heramb Ramkrishna Damle, aged 47 years, is the whole-time director & Marketing head in the company. He is having
Bachelor Degree in Mechanical Engineering from Amravati University and Master of Business Administration from Pune
University. Mr. Damle worked for Jubiral Systems in ERP domain for one year before joining Trust Fintech. He is having
good understanding about Business needs with BFSI sector focusing on domestic and international sales. With over 23
years of professional experience, Mr. Damle has been an integral part of TFL since inception. Mr. Damle with his techno-
commercial approach towards software development, has successfully developed new business segments and partner
network for Trust Fintech.

Mr. Anand Shankar Kane, aged 60 years, is the Executive Director & CFO on the board of Trust Fintech Limited. He has
Graduated in Commerce and Management Professional Service course at Harvard Business School in 2012. Mr. Kane started
his carrier with a large PSU- Bank of Baroda in 1984. Mr. Kane also worked with Banks like Standard Chartered Bank (UAE)
and after then he Joined HDFC Bank in 1997 as senior management position. Moved to I- flex solutions in 2005 which was
taken over by Oracle Financial Services (OFS) in 2006. He Headed the Business & Solutions team as director for Global Sales
at Oracle financial services Ltd (TDMS Group). With having more than 40 years of experience, Mr. Kane joined Trust as
Director Global Sales & Strategy in 2016.

Mrs. Sandhya Narendra Gulhane, aged 57 years, is the Non- Executive Director on the board of Trust Fintech Limited. She
is having Master of Science (Applied Electronics) from Amravati University. She is having expertise in the GST domain,
including comprehensive knowledge of GST laws, rules, and notifications. Specialized in designing and developing
customized GST ASP solutions for the banking sector. Mrs. Sandhya also having experience in Global ERP, particularly SAP
B1 and have ability to tailor ERP solutions for diverse industries such as Newspaper, Service, and Manufacturing. Mrs.
Sandhya is skilled IT Professional with over 25 years of experience in Project Management, Client/Server Technologies,
product development, SDLC, UML designing tools, and Object-oriented Methodologies.

Mr. Nitin Dattatraya Alshi, aged 54 years, is the Non- Executive Independent Director on the board of Trust Fintech Limited.
He is having more than 22 years of experience as Chartered Accountant and also having a professional degree in
accountancy and costing. Mr. Nitin is Ex member of Internal Audit Standard Board, ICAI, Delhi. He was former President of
Nagpur wing of Mumbai chapter of Institute of Internal Auditors (USA). Also, Mr. Nitin serves as a former member of board
of governance of Mumbai chapter of Institute of Internal Auditors (USA).

Dr. Kapil Dilip Chandrayan, is the consultant to the CEO office at the National Skill Development Corporation. Dr. Kapil is
having experience in strategic communication, stakeholder engagement, and sustainable development. He also works as
Resource person, Researcher and Theme writer for training related to Sustainable Development Goals (SDGs), District
Human Development Report with YASHADA Pune & Water Safety Plan, NEERI & WHO. He has been Strategic
Communication Consultant for various project like ‘Nagpur Metro Rail Project’ since Jan 2015, Nagpur Smart City Project’
since July 2015, ‘Nagpur 24x7 Water Supply Project’ since 2010. He also works as Resource person, Researcher and Theme
writer for training related to Sustainable Development Goals (SDGs), District Human Development Report with YASHADA
Pune & Water Safety Plan, NEERI & WHO. He is a Founder President of Not-for-Profit Advocacy and Research Organization
Centre for Development Research.

Mr. Prasad Annaji Dongarkar, aged 53 years, is the non-executive director on the board of Trust Fintech Limited. Mr. Prasad
holds degree in Bachelor of Engineering (Instrumentation). He is having experience of 18 plus years in providing
Consultancy, Awareness & Advance trainings, and Management System Assessment in facilitations, trainings & assessments
of various management systems. Mr. Prasad is associated with various certification agencies like DQS, DNV, SGS for delivery
of audits and trainings. He Conducted over 400 in house & open house-training programs Functional Safety professional -
Trainer, assessor & auditor. He served in the field of third-party assessment of Customers.

Note:
None of the above-mention ed Directors are on the RBI List of willful defaulters as on the date of this Red Herring
Prospectus.
1) None of the Promoters, persons forming part of our Promoter Group, our directors or persons in control of our Company
or our Company are debarred by SEBI from accessing the capital market.
2) None of the Promoters, Directors or persons in control of our Company, have been or are involved as a promoter, director
or person in control of any other company, which is debarred from accessing the capital market under any order or
directions made by SEBI or any other regulatory authority.

TALENT BEHIND SUCCESS OF TRUST FINTECH:

Mr. Adhir Ranjan Behera- Principle Solution Architect

Mr. Adhir Ranjan Behera, a seasoned professional with a [Link]., MCA, and C-DAC Certification, boasts a rich background,
including 2 years in E-Com Technology in Nagpur. Currently serving as the Principal Solution Architect at Trust Fintech
Limited since 2004. He plays a pivotal role in designing innovative solutions that drive the company's technological
advancements. With a robust educational foundation and practical experience, Mr. Behera brings a valuable blend of skills,
contributing significantly to Trust Fintech's technological landscape.

Mr. Lokesh Khatri – Vice President, Product Development

Mr. Lokesh Khatri, a highly qualified professional with MCSD (Microsoft Certified Solution Developer) and MCDBA
(Microsoft Certified Database Administrator) certifications, possesses a strong foundation in technology. At Trust in 2004,
Mr. Khatri holding position of Vice President – Product Development (CBS) in our organization. He uses his technical
knowledge and leadership skills to play a crucial role in making the company's core banking solutions successful. His
expertise contributes greatly to the overall achievements of the team.

Mr. Sanjay Yugaonkar - HOD, Database Analysis Team

Mr. Sanjay Yugaonkar, currently serving as Head of the Database Analysis Team, possess a Bachelor degree in Commerce.
Mr. Sanjay is having experience of more than 26 years in banking sector. In past, Mr. Sanjay worked with Virtual galaxy
Infotech Pvt Ltd., SoftNet Knowledge Private Ltd. and Grover Infotech Pvt Ltd as Project manager. In 2017, Mr. Sanjay join
Trust Fintech as Senior Project manager, Data migration. He is having technological expertise over [Link], Expertise
in data mining, troubleshooting database related issues and understanding of data analysis of different vendor specific
products. Expertise in performance tuning and solutions over database related operations. with his technological
background and managerial experience, At Trust, Mr. Sanjay is valuable asset for database analysis and project
management.

Mr. Rajesh Panditrao - Marketing Manager

An Engineering Graduate with over two decades of experience in co-operative banking, specializing in sales and marketing
leadership roles. In his working career, Mr. Rajesh has Proven track record in successfully launching core banking software
for co-op banks, adept at managing dealer networks, and implementing effective marketing strategies. He is Recognized
for creative team leadership and excellence in driving product launches and having expertise in office administration,
market research, and achieving target-driven results. In 2020, Mr. Rajesh Joins Trust Systems as AVP (Sales), for overseeing
the sales and marketing of TrustBankCBS to co-op banks in Maharashtra. Currently, serving as Marketing Manager at Trust,
Mr. Rajesh continues to contribute his strategic insights and leadership to the organization’s success.

Mr. Nitin Paliwal – General Manager (Pre Sales)

Mr. Nitin appointed as Marketing manager in Trust System, hold diploma in Mechanical Engineering and diploma in
Computer operations. He is having more than 25 years of experience as Marketing Manager, Pre-Sales system study and
Implementation & customer supports executive in various Software Solution Companies such as SIFY Software, The Soft
Innovators, IT IS The Master’s Software. He is having experience of 16 years and 6 months at Trust Fintech serving as
Marketing Manager at Trust by contributing his skills for success and innovation in the Pre Sales.

Mr. Milind Baxi –General Manager (Marketing)

Mr. Milind, an engineering Professional, handles responsibility of go to market activities for banking products and GST
software. He possesses CRM Post graduation, which helped in enhancing relationships with company customers. In Past,
Mr. Milind worked for HCL infosystems and Sesame Software in Banking software and Infrastructure Industry. At Trust,
Mr. Milind having experience of more than 8 years actively engages with customers to understand their software
requirements, effectively managing customer relations. He aligns his expertise with the sales of SAP B1 services, ensuring
that customers derive maximum value from their investments.

Mr. Sanjay Nichkawade – Head, Implementation Team

Mr. Sanjay Nichkawade is a professional with a B.A. and comprehensive training in Oracle technologies. He has completed
14 years at TFL, currently he’s acting as Support & Implementation Manager at Trust Fintech Limited, he oversees seamless
integration of new technologies, resolves technical issues, and leads a support team. Mr. Sanjay’s practical knowledge is
 evident in successfully implemented solutions, streamlining processes, and enhancing overall client satisfaction. With
strong communication and problem-solving skills, Mr. Nichkawade is a valuable asset to the organization.

Mr. Suresh Ramteke – Head- Digital Banking Implementation

Mr. Suresh Ramteke, with a B. Com, PGDCCA, and M. Com, has been an integral part of Trust Fintech Limited since
November 1999. With a robust academic background in Commerce and Computer Applications, he has risen to the position
of Manager BFSI and currently heads the Trust Fintech team. Mr. Suresh’s long-standing tenure with Trust since 1999,
reflects loyalty and commitment to the organization. Mr. Ramteke brings a diverse skill set and extensive experience within
the BFSI domain, making him a valuable asset to Trust Fintech Limited.

Mr. Ashish Singh- Project Manager

Mr. Ashish Singh, holding degrees in B. Com and M. Com, serves as a Project Manager since July 1, 2004, showcasing long-
term commitment and expertise. His tenure highlights a successful within the organization. Mr. Singh's role involves
effective project management, where he has consistently demonstrated leadership and organizational skills, contributing
significantly to the successful execution of various projects over the years.

FAMILY RELATIONSHIP BETWEEN DIRECTORS

Except as stated below, none of the Directors of the Company are related to each other as per Section 2(77) of the
Companies Act, 2013:
S. No. Name of the Director Other Director Relationship with other Director
1 Mr. Hemant Padmanabh Chafale Heramb Ramkrishna Damle Brother-in-law
2 Mr. Heramb Ramkrishna Damle Hemant Padmanabh Chafale Brother-in-law

Details of current and past directorship(s) in listed companies whose shares have been / were suspended from being
traded on the stock exchanges and reasons for suspension

None of our Directors is / was a director in any listed company during the last five years before the date of filing of this
Draft Red Herring Prospectus, whose shares have been / were suspended from being traded on the any stock exchange.

Details of current and past directorship(s) in listed companies which have been/ were delisted from the stock
exchange(s) and reasons for delisting

None of our Directors are currently or have been on the board of directors of a public listed company whose shares have
been or were delisted from any stock exchange.

Details of arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to
which of the Directors were selected as a director or member of senior management.

There are no arrangements or understandings with major shareholders, customers, suppliers or any other entity, pursuant
to which any of the Directors or Key Managerial Personnel were selected as a director or member of the senior
management.

TERMS AND CONDITIONS OF EMPLOYMENT OF THE DIRECTORS

i. Executive Directors

Name Hemant Padmanabh Chafale

Designation Managing Director
Period 5 years w.e.f. December 01, 2023
Date of approval of shareholder December 23, 2023
 Remuneration for F.Y. 2022-23 Rs. 26.90 Lakhs
Perquisite As per the rules of the company*

Name Mandar Kishor Deo

Designation Whole Time Director
Period 5 years w.e.f. December 01, 2023
Date of approval of shareholder December 23, 2023
Remuneration for F.Y. 2022-23 Rs. 26.90 Lakhs
Perquisite As per the rules of the company *

Name Heramb Ramkrishna Damle

Designation Whole Time Director
Period 5 years w.e.f. December 01, 2023
Date of approval of shareholder December 23, 2023
Remuneration for F.Y. 2022-23 Rs. 26.90 Lakhs
Perquisite As per the rules of the company*

Name Anand Shankar Kane

Designation Executive Director & CFO
Date of approval as Director September 29, 2017
Period 5 years w.e.f. December 01, 2023
Date of approval as CFO October 21, 2023
Remuneration for F.Y. 2022-23 Rs. 26.90 Lakhs
Perquisite As per the rules of the company *

*As per the rule of the company refer to: In addition to salary, he shall be entitled to perquisites and allowances like HRA,
medical reimbursement, travelling allowances, and other payments in the nature of perquisites and allowances as agreed
by the Board of Directors, subject to overall ceiling of remuneration stipulated in sections 2(78) and 197 read with Schedule
V of the Act.

ii. Non-Executive Directors

Non-Executive Directors including Independent Directors are not entitled to any remuneration except sitting fees for
attending meetings of the Board, or of any committee of the Board. They are entitled to a sitting fee for attending the
meeting of the Board and the Committee thereof respectively.

Note: No portion of the compensation as mentioned above was paid pursuant to a bonus or profit-sharing plan.

SHAREHOLDING OF DIRECTORS IN OUR COMPANY

As per the Articles of Association of our Company, a director is not required to hold any shares in our Company to qualify
him for the office of the Director of our Company. The following table details the shareholding in our Company of our
Directors in their personal capacity, as on the date of this Red Herring Prospectus:

Sr. No. Name of the Directors No. of Equity Shares held % of pre-issue paid-up Equity Share
capital in our Company
1. Hemant Padmanabh Chafale 1,12,63,852 64.21%
2. Heramb Ramkrishna Damle 11,44,304 6.52%
3. Anand Shankar Kane 9,59,577 5.47%
4. Mandar Kishor Deo 8,31,747 4.74%
5. Sandhya Narendra Gulhane 9,600 0.05%
Sr. No. Name of the Directors No. of Equity Shares held % of pre-issue paid-up Equity Share
capital in our Company
6. Nitin Dattatraya Alshi - 0.00%
7. Kapil Dilip Chandrayan - 0.00%
8. Prasad Annaji Dongarkar - 0.00%

INTEREST OF DIRECTORS

All of our Directors may be deemed to be interested to the extent of fees payable to them (if any) for attending meetings
of the Board or a committee thereof as well as to the extent of remuneration payable to them for their services as Directors
of our Company and reimbursement of expenses as well as to the extent of commission and other remuneration, if any,
payable to them under our Articles of Association. Some of the Directors may be deemed to be interested to the extent of
consideration received/paid or any loans or advances provided to any bodies corporate including companies and firms,
and trusts, in which they are interested as directors, members, partners or trustees.

All our directors may also be deemed to be interested to the extent of Equity Shares, if any, already held by them or their
relatives in our Company, or that may be subscribed for and allotted to our non-promoter Directors, out of the present
Issue and also to the extent of any dividend payable to them and other distribution in respect of the said Equity Shares.

The Directors may also be regarded as interested in the Equity Shares, if any, held or that may be subscribed by and
allocated to the companies, firms and trusts, if any, in which they are interested as directors, members, partners, and/or
trustees.

Our directors may also be regarded interested to the extent of dividend payable to them and other distribution in respect
of the Equity Shares, if any, held by them or by the companies/firms/ventures promoted by them or that may be subscribed
by or allotted to them and the companies, firms, in which they are interested as Directors, members, partners and
promoters, pursuant to this Issue. All our directors may be deemed to be interested in the contracts, agreements/
arrangements entered into or to be entered into by the Company with either the Directors himself, other company in
which they hold directorship or any partnership firm in which they are partners, as declared in their respective declarations.

Interest in promotion of Our Company

Except Promoters, none of our non-promoter Directors have any interest in the promotion of our Company.

Interest in the property of Our Company

Our directors have no interest in any property acquired by our Company neither in the preceding two years from the date
of this Red Herring Prospectus nor in the property proposed to be acquired by our Company as on the date of filing of this
Red Herring Prospectus. Our directors also do not have any interest in any transaction regarding the acquisition of land,
construction of buildings and supply of machinery, etc. with respect to our Company.

Interest in the business of Our Company

Save and except as stated otherwise in Related Party Transaction in the chapter titled “Financial Information” beginning
on page number 253 of this Red Herring Prospectus, Our Directors do not have any other interests in our Company as on
the date of this Red Herring Prospectus. Our directors are not interested in the appointment of Underwriters, Registrar
and Bankers to the Issue or any such intermediaries registered with SEBI.

Details of Service Contracts

None of our directors have entered into any service contracts with our Company except for acting in their individual
capacity as director and no benefits are granted upon their termination from employment other than the statutory benefits
provided by our Company.

Except statutory benefits upon termination of their employment in our Company or retirement, no officer of our Company,
including the directors and key Managerial personnel, are entitled to any benefits upon termination of or retirement from
employment.

Bonus or Profit-Sharing Plan for the Directors

There is no bonus or profit-sharing plan for the Directors of our Company.

Contingent and Deferred Compensation Payable to Directors

No Director has received or is entitled to any contingent or deferred compensation.

Other Indirect Interest

Except as stated in chapter titled ― “Financial Information” beginning on page 223 of this Red Herring Prospectus, none of
our sundry debtors or beneficiaries of loans and advances are related to our directors.

Borrowing Power of the Board

The Board of Directors are vested with the power to borrow, pursuant to Section 179(3)(d) of Companies Act 2013.
However, pursuant to Section 180(1)(c) Companies Act, 2013 and the rules made thereunder that any sum or sums of
monies, which 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), exceeds the aggregate of the paid-up capital of the Company,
free reserve & security premium, the approval of shareholders by way of Special Resolution will be required. The company
has passed a special resolution dated January 06, 2024 for approval of borrowing limits not exceeding Rs. 14 crores only.

Changes in The Board for the Last Three Years

Save and except as mentioned below, there had been no change in the Directorship during the last three (3) years:

Sr. No. Name of Director Date of Event (M/D/Y) Reason for Change
1. Hemant Padmanabh Chafale December 01, 2023 Appointed as Managing Director
2. Mandar Kishor Deo December 01, 2023 Appointed as Whole Time Director
3. Heramb Ramkrishna Damle December 01, 2023 Appointed as Whole Time Director
4. Anand Shankar Kane December 01, 2023 Appointed as Executive Director
5. Sandhya Narendra Gulhane January 06, 2024 Appointed as Non- Executive Director
6. Nitin Dattatraya Alshi January 06, 2024 Appointed as Non- Executive Independent Director
7. Kapil Dilip Chandrayan January 06, 2024 Appointed as Non- Executive Independent Director
8. Prasad Annaji Dongarkar January 06, 2024 Appointed as Non- Executive Independent Director

This Space has been left blank Intentionally

Management Organization Structure (Head Office)
Management Organization Structure (Pune Office)

Management Organization Structure (Mumbai Office)

CORPORATE GOVERNANCE

In additions to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance, provisions
of the SEBI Listing Regulations will be applicable to our company immediately upon the listing of Equity Shares on the Stock
Exchanges. As on date of this Red Herring Prospectus, as our Company is coming with an issue in terms of Chapter IX of
the SEBI (ICDR) Regulations, 2018 as amended from time to time, the requirement specified in regulations 17, 18, 19, 20,
21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of
SEBI (LODR) Regulations, 2015 is not applicable to our Company, although we require to comply with requirement of the
Companies Act, 2013 wherever applicable. Our Company has complied with the corporate governance requirement,
particularly in relation to appointment of independent directors, woman director on our Board, constitution of an Audit
Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Our Board functions
either on its own or through committees constituted thereof, to oversee specific operational areas.

The Board functions either as a full Board or through various committees constituted to oversee specific operational areas.
Our Company has constituted the following Committees of the Board:

1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility

Details of each of these committees are as follows:

AUDIT COMMITTEE

The Audit Committee was re-constituted vide Board resolution dated January 06, 2024 pursuant to Section 177 of the
Companies Act, 2013 read with Regulation 18 of the SEBI Listing Regulations. As on the date of this Red Herring Prospectus,
the Audit Committee comprises of:

Name of the Director Designation in the Committee Nature of Directorship

Mr. Nitin Alshi Chairperson Non- Executive Independent Director
Mr. Kapil Dilip Chandrayan Member Non- Executive Independent Director
Mr. Anand Kane Member Whole Time Director

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

The scope of Audit Committee shall include but shall not be restricted to the following:

1. Oversight the Company‘s financial reporting process and the disclosure of its financial information to ensure that
the financial statements are correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement orremoval
of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements before submission to the board forapproval,
with particular reference to:
a. Matters required being included in the Directors Responsibility Statement to be included in the Board‘s report in
terms of clause (c) of sub-section 134 of the Companies Act, 2013.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of judgment by management.
d. Significant adjustments made in the financial statements arising out of audit findings.
e. Compliance with listing and other legal requirements relating to financial statements.
f. Disclosure of any related party transactions.
g. Qualifications in the draft audit report.
 5. Reviewing, with the management, the half yearly 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 utilized for purposes other than those stated in the offer
document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this
matter.
7. Review and monitor the auditor‘s independence and performance and effectiveness of audit process.
8. Approval of any transactions of the Company with Related Parties, including any subsequentmodification thereof.
9. Scrutiny of inter-corporate loans and investments.
10. Valuation of undertakings or assets of the Company, wherever it is necessary.
11. Evaluation of internal financial controls and risk management systems.
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of theinternal control
systems.
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit.
14. Discussion with internal auditors on any significant findings and follow up thereon.
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there issuspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the
board.
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit aswell as post-
audit discussion to ascertain any area of concern.
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,shareholders
(in case of nonpayment of declared dividends) and creditors.
18. To review the functioning of the Whistle Blower mechanism, in case the same is existing.
19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance
function or discharging that function) after assessing the qualifications, experience & background, etc. of the
candidate.
20. Carrying out any other function as it mentioned in the terms of reference of the Audit Committee.

The Audit Committee enjoys following powers:

a) To investigate any activity within its terms of reference
b) To seek information from any employee
c) To obtain outside legal or other professional advice
d) To secure attendance of outsiders with relevant expertise if it considers necessary
e) The audit committee any invite such of the executives as it considers appropriate (and particularly thehead of the
finance function) to be present at the meetings of the committee, but on the occasions, it may also meet without
the presence of any executives of the Issuer. The finance director, head of internal audit committee.

The Audit Committee shall mandatorily review the following information:

1. Management Discussion and Analysis of financial condition and results of operations.
2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.
3. Management letters/letters of internal control weaknesses issued by the statutory auditors.
4. Internal audit reports relating to internal control weaknesses.
5. The recommendations of the Audit Committee on any matter relating to financial management, including the audit
report, are binding on the Board. If the Board is not in agreement with the recommendations of the committee,
reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be
communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of
the Company to provide clarifications on matters relating to the audit. The appointment, removal and terms of
remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

The Audit Committee shall meet at-least four times in a year and not more than one hundred and twenty days shall elapse
between two meetings. The quorum shall be either two members or one third of the members of the audit committee
whichever is greater, but there shall be minimum of two independent members present.

Any members of this committee may be removed or replaced any time by the board, any member of this committee
ceasing to be a director shall be ceased to be a member of this committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted at a meeting of the Board of Directors held on January 06,
2024. As on the date of this Red Herring Prospectus the Nomination and Remuneration Committee comprises of:

Name of the Director Designation in the Committee Nature of Directorship

Mr. Nitin Alshi Chairperson Non-Executive Independent Director
Mr. Prasad Dongarkar Member Non-Executive Independent Director
Mrs. Sandhya Gulhane Member Non- Executive Director

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

The role of the Nomination and Remuneration Committee includes, but not restricted to, the following:

1. Formulation of the criteria for determining qualification, positive attributes and independence of a director and
recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel
and other employees.
2. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.
3. Devising a policy on diversity of Board of Directors.
4. Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria, laid down, and recommend to the Board of Directorstheir appointment and removal.
5. 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.
6. Such other matters as may from time to time be required by any statutory, contractual or other regulatory
requirements to be attended to by such committee.

The Meetings of the Committee shall be held at such regular intervals as may be required. The quorum will be either two
members or one third of the members of the Nomination and Remuneration Committee whichever is greater, including
at-least one independent director.

Any members of this committee may be removed or replaced any time by the board, any member of this committee
ceasing to be a director shall be ceased to be a member of this committee.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been formed by the Board of Directors, at the meeting held on January 06,
2024. As on the date of this Red Herring Prospectus the Stakeholders Relationship Committee comprises of:

Name of the Director Designation in the Committee Nature of Directorship

Mr. Nitin Alshi Chairperson Non-Executive Independent Director
Mr. Hemant Chafale Member Managing Director
Mr. Anand Kane Member Whole Time Director

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

This Committee supervises all grievances of Shareholders and Investors and its terms of reference include the following:
1. Allotment and listing of our shares in future.
2. Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer
 of Equity Shares and issue of duplicate/split/consolidated share certificates;
3. Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares
and other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares
and debentures;
4. Reference to statutory and regulatory authorities regarding investor grievances;
5. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;
6. And to do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers.

The Stakeholders Relationship Committee is required to meet at-least once in a year.

Any members of this committee may be removed or replaced any time by the board, any member of this committee
ceasing to be a director shall be ceased to be a member of this committee.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has been formed by the Board of Directors, at the meeting held on January
06, 2024. As on the date of this Red Herring Prospectus the Corporate Social Responsibility Committee comprises of:

Name of the Director Designation in the Committee Nature of Directorship

Mr. Hemant Chafale Chairperson Managing Director
Mr. Heramb Damle Member Whole Time Director
Mr. Kapil Dilip Chandrayan Member Non- Executive Independent Director

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

The Corporate Social Responsibility Committee is in compliance with Section 135 of the Companies Act 2013. The Company
Secretary shall act as the secretary of the Corporate Social Responsibility Committee.

The terms of reference of the Corporate Social Responsibility Committee include the following:

1. To formulate and recommend to the Board, a CSR policy which will indicate the activities to be undertaken by the
Company in accordance with Schedule VII of the Companies Act, 2013;
2. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the
Company;
3. To monitor the CSR policy of the Company from time to time;
4. Any other matter as the CSR 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.

The quorum for the CSR Committee Meeting shall be one – third of its total strength (any fraction contained in that one-
third be rounded off as one) or two members, whichever is higher.
Any members of this committee may be removed or replaced any time by the board, any member of this committee
ceasing to be a director shall be ceased to be a member of this committee.

Compliance with SME Listing Regulations

The provisions of the SEBI (Listing Obligation and Disclosures) Regulations, 2015 will be applicable to our Company
immediately upon the listing of Equity Shares of our Company on Emerge Platform of NSE.

KEY MANAGERIAL PERSONNEL

Our Company is managed by our Board of Directors, assisted by qualified professionals, who are permanent employees of
our Company. Below are the details of the Key Managerial Personnel of our Company:

Name : Mr. Hemant Padmanabh Chafale

Designation : Managing Director
Date of Appointment at current : December 01, 2023
Designation
Qualification : Bachelor of Engineering in Instrument Engineering
Previous Employment : Essar Projects Limited
Overall Experience : More than 31 years of experience in software delivery
Remuneration paid in F.Y. (2022- : Rs. 26.90 Lakhs
23)

Name : Mr. Mandar Kishor Deo

Designation : Whole Time Director
Date of Appointment at current : December 01, 2023
Designation
Qualification :  Bachelor degree in science
 Professional Diploma in Computer Programming and Applications (PDCPA) from
La Salle University, USA
 Associate Member of Institute of Engineers
Previous Employment : Freelance Consultant
Overall Experience : More than 31 Years of experience and very well qualified to supervise the overall
Software Development at Trust systems.

Remuneration paid in F.Y. (2022- : Rs. 26.90 Lakhs

23)

Name : Mr. Heramb Ramkrishna Damle

Designation : Whole Time Director
Date of Appointment at : December 01, 2023
current Designation
Qualification :  Bachelor Degree in Mechanical Engineering from Amravati University
 Master of Business Administration from Pune University
Previous Employment : Jubiral Systems
Overall Experience : More than 23 years of experience and techno-commercial approach towards
software development
Remuneration paid in F.Y. : Rs. 26.90 Lakhs
(2022-23)

Name : Mr. Anand Shankar Kane

Designation : Executive Director & CFO
Date of Appointment at current : October 21, 2023
Designation
Qualification :  Bachelor of Commerce, Gujarat University
 Management and Professional Services course at Harvard Business School

Previous Employment : Oracle Financial Services Limited

Overall Experience : More than 40 years of experience
Remuneration paid in F.Y. (2022- :. Rs. 26.90 Lakhs
23

Name : Ms. Deshana J. Pathak

Designation : Company Secretary & Compliance Officer
Date of Appointment : August 21, 2023
Qualification : 1. Master of Commerce
2. Bachelor of Legislative Law
3. Company Secretary
Previous Employment : Hydco Engineering Private Limited
Overall Experience : Overall Experience of 14 years
NA (* In current financial years withdrawing salary- Rs. 55,000 P.M.)
Remuneration paid in F.Y. (2022- :
23

Notes:
 All of our Key Managerial Personnel mentioned above are on the payrolls of our Company as permanent employees.

 There is no agreement or understanding with major shareholders, customers, suppliers or others pursuant to which
any of the above-mentioned personnel was selected as a director or member of senior management.

 None of our Key Managerial Personnel has entered into any service contracts with our company and no benefits are
granted upon their termination from employment other that statutory benefits provided by ourCompany.

Family Relationship Between Key Managerial Personnel

Except as stated below, none of the KMP of the Company are related to each other as per section 2(77) of the Companies
Act, 2013.

S. No. Name of the KMP Other KMP Relationship with other KMP
1 Mr. Hemant Padmanabh Chafale Mr. Heramb Ramkrishna Damle Brother-in-law
2 Mr. Heramb Ramkrishna Damle Mr. Hemant Padmanabh Chafale Brother-in-law

Bonus and/ or Profit-Sharing Plan for the Key Managerial Personnel

Our Company does not have any bonus and / or profit-sharing plan for the key managerial personnel.

Contingent and Deferred Compensation Payable to Key Managerial Personnel

None of our Key Managerial Personnel has received or is entitled to any contingent or deferred compensation.

Shareholding of the Key Managerial Personnel

Except as discussed below, none of our Key Managerial Personnel is holding any Equity Shares in our Company as on the
date of this Red Herring Prospectus.

Sr. No. Name of KMP No. of Equity Shares Held % of pre-issue paid-up Equity
Share capital in our Company
1. Hemant Padmanabh Chafale 1,12,63,852 64.21%
2. Heramb Ramkrishna Damle 11,44,304 6.52%
3. Anand Shankar Kane 9,59,577 5.47%
4. Mandar Kishor Deo 8,31,747 4.74%

Interest of Key Managerial Personnel

None of our key managerial personnel have any interest in our Company other than to the extent of the remuneration or
benefits to which they are entitled to our Company as per the terms of their appointment and reimbursement of expenses
incurred by them during the ordinary course of business.
Changes in Our Company’s Key Managerial Personnel During the Last three Years

Following have been the changes in the Key Managerial Personnel during the last three years:

Sr. No. Name of KMP Date of Change Reason

1. Tapasi Das May 31, 2023 Resignation as Company Secretary
2. Deshana J. Pathak August 21, 2023 Appointment as Company Secretary & Compliance Officer
3. Hemant Padmanabh Chafale December 01, 2023 Appointment as Managing Director
4. Mandar Kishor Deo December 01, 2023 Appointment as Whole Time Director
5. Heramb Ramkrishna Damle December 01, 2023 Appointment as Whole Time Director
6. Anand Shankar Kane December 01, 2023 Appointment as Executive Director
7. Anand Shankar Kane October 21, 2023 Appointment as Chief Financial Officer

Note: Other than the above changes, there have been no changes to the key managerial personnel of our Company that
are not in the normal course of employment.

Scheme of Employee Stock Options or Employee Stock Purchase

Our Company does not have any Employee Stock Option Scheme or other similar scheme giving options in our Equity
Shares to our employees.

Loans to Key Managerial Personnel

There are no loans outstanding against the key managerial personnel other than the loan mentioned in the chapter –
“Restated Financial Statement” page no. 223.

Payment of Benefits to Officers of Our Company (Non-Salary Related)

Except for the payment of salaries and perquisites and reimbursement of expenses incurred in the ordinary course of
business, and the transactions as enumerated in the chapter titled “Financial Information” and the chapter titled “Our
Business” beginning on pages 223 and 139 of this Red Herring Prospectus, we have not paid/given any benefit to the
officers of our Company, within the two preceding years nor do we intend to make such payment/ give such benefit to any
officer as on the date of this Red Herring Prospectus.

RETIREMENT BENEFITS

Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our
Company is entitled to any benefit upon termination of his employment in our Company.

This space left blank intentionally

 OUR PROMOTERS AND PROMOTER GROUP

OUR INDIVIDUAL PROMOTERS:

1. Mr. Hemant Padmanabh Chafale

2. Mr. Sanjay Padmanabh Chafale
3. Mr. Heramb Ramkrishna Damle
4. Mr. Anand Shankar Kane
5. Mr. Mandar Kishor Deo

DETAILS OF OUR INDIVIDUAL PROMOTERS

Mr. Hemant Padmanabh Chafale, aged 53 years, is the Managing

Director of the Company. With a Bachelor’s degree in
Instrumentation Engineering (in 1992) he has extensive experience
in Control Systems in various industries such as Chemicals,
Petrochemicals, Steel, and Cement. He has successfully designed
and implemented various MIS packages as team leader and is
completely familiar with every aspect of software applications in
various businesses. Earlier in his career, he worked with Indo Rama
Synthetics Ltd Nagpur in Control system domains for 5 years,
Bombay Dyeing and Manufacturing Co Ltd. and ESSAR Projects Ltd.
Surat. He also serves as a director at Nagpur Nagarik Sahakari Bank
and was President at Vidarbha Vaibhav NGO which is managing
Professor Rajendra Singh (Rajju Bhaiya) Science Exploratory.
Additionally, his charted membership at TIE Nagpur Chapter reflects
his active engagement in entrepreneurial circles. He is also
chartered member at TIE Nagpur Chapter. Mr. Hemant is having
more than 31 years of experience in Software delivery.

Permanent Account Number- ABGPC2622K

Mr. Sanjay Padmanabh Chafale, aged 55 years, is the Promoter &
advisor of the company. He is holding bachelor degree in Computer
science with Project Management Profession. In his early
profession, Mr. Sanjay worked with Kale consultancy and Satyam
computers. Since 2000, Mr. Sanjay worked with Fiserv USA for its
CBS as a Director and as head of Product development. Having more
than 31 years of experience, Mr. Sanjay working as independent
consultants for large corporate houses. Mr. Sanjay has been advisor
and Investor of Trust since inception.

Permanent Account Number- AAQPC0341Q

Mr. Heramb Ramkrishna Damle, aged 47 years, is the whole-time

director on the board of the company. He is having Bachelor Degree
in Mechanical Engineering from Amravati University and Master of
Business Administration from Pune University. Mr. Damle worked
for Jubiral Systems in ERP domain for one year before joining Trust
in 2000. He is having good understanding about Business needs with
BFSI sector focusing on domestic and international sales. More than
23 years of experience and with his techno-commercial approach
towards software development, he has successfully developed new
business segments and partner network for Trust systems.

Permanent Account Number- AFXPD3240H

 Mr. Anand Shankar Kane, aged 60 years, is the Executive Director
& CFO on the board of Trust Fintech Limited. He has Graduated in
Commerce and Management Professional Service course at Harvard
Business School in 2012. Mr. Kane started his carrier with a large
PSU- Bank of Baroda in 1984. Mr. Kane also worked with Banks like
Standard Chartered Bank (UAE) and after then he Joined HDFC Bank
in 1997 as senior management position. Moved to I- flex solutions
in 2005 which was taken over by Oracle Financial Services (OFS) in
2006. He Headed the Business & Solutions team as director for
Global Sales at Oracle financial services Ltd (TDMS Group). With
having more than 40 years of experience, Mr. Kane joined Trust as
Director Global Sales & Strategy in 2016.

Permanent Account Number- ADYPK2034P

Mr. Mandar Kishor Deo, aged 53 years, is the whole-time director

on the board of the company. He is having Professional Diploma
holder in Computer Programming and Applications (PDCPA) from La
Salle University, USA. Mr. Mandar is very well versed with designing,
development of large systems, ERP core banking, mobility solution
and cloud computing across all technology platforms. Before joining
Trust, he was working as Freelance consultant. Mr. Mandar is having
more than 31 Years of experience and very well qualified to
supervise the overall Software Development at Trust systems.

Permanent Account Number- AEYPD0010R

Our Company confirms that the Permanent Account Number, Bank Account Number, Passport Number, Driving License and
Aadhar Card of our promoter, shall be submitted to the NSE at the time of filing the Draft Red Herring Prospectus.

OUR PROMOTER GROUP

Our Promoter Group in terms of Regulation 2(1) (pp) of SEBI (ICDR) Regulations,2018 includes the following persons:

a. Individual Promoter

The natural persons who are part of our Promoter Group (due to the relationship with our Promoter), other than the
Promoter named above are as follows:

Sr. Relationship Mr. Hemant Mr. Sanjay Mr. Heramb Mr. Anand Mr. Mandar
No. Padmanabh Padmanabh Chafale Ramkrishna Shankar Kane Kishor Deo
Chafale Damle
1. Father Late Padmanabh B Late Padmanabh B Mr. Ramkrishna Late Shankar Mr. Kishore L Deo
Chafale Chafale Dhundiraj Damle Yadao Kane
2. Mother Late Suhasini P. Late Suhasini P. Mrs. Rekha Late Vijaya Mrs. Ratnaprabha
Chafale Chafale Ramkrishna Damle Shankar Kane K Deo
3. Spouse Mrs. Janhavi H. Mrs. Rashmi Sanjay Mrs. Anagha Mrs. Swati Late Mrs. Amruta
Chafale Chafale Heramb Damle Anand Kane Mandar Deo
4. Brother  Mr. Sanjay P.  Mr. Hemant Chafale Mr. Jitendra NA NA
Chafale  Mr. Unmesh P Chafale Ramkrishna
 Mr. Unmesh P. Damle
Chafale
 5. Sister Mrs. Ujjwala Milind Mrs. Ujjwala Milind Mrs. Janhavi NA Ms. Samita K Deo
Borikar Borikar Hemant Chafale
6. Son Mr. Jay H. Chafale  Chinmay Chafale Mr. Tejas NA NA
 Adawait Chafale Heramb Damle
7. Daughter Dr. Purva H. Chafale NA Isha Heramb Neha Anand NA
Damle Kane
8. Spouse Mr. Ramkrishna D Late Keshao Takalikar Mr. Anil Late Vishwanath Late Mr.
Father Damle Digambar Kane Moreshwar Pande
Soman
9. Spouse Mrs. Rekha D Damle Mrs. Kunda Takalikar Mrs. Suhas Anil Late Shakuntala Late Mrs. Sunita
Mother Soman Kane M. Pande
10. Spouse  Mr. Heramb R. NA Mr. Nilesh Anil NA Mr. Aniket Pande
Brother Damle Soman
 Mr. Jitendra R.
Damle
11. Spouse NA  Mrs. Shilpa Joshi NA  Mrs. Padma  Mrs. Akshata
Sister  Mrs. Vrinda Chauth Sunil Bhaskare Kulkarni
Kantiwar  Mrs. Shamika  Mrs. Nilambari
Ashok Kale Kulkarni

5. Companies and proprietorship firms forming part of our Promoter Group are as follows:

Individual Promoter
Relationship with
Promoter Hemant Padmanabh Sanjay Heramb Anand Shankar Mandar Kishore
Chafale Padmanabh Ramkrishna Kane Deo
Chafale Damle
Any company in which 1. Softshell Systems NIL NIL 1. Lextech NIL
20% or more of the (India) Pvt. Ltd. Consultant
share capital is held by 2. Lextech Consultant Private Limited
the promoter or an Pvt. Ltd.
immediate relative of
the promoter or a firm
or HUF in which the
promoter or any one or
more of his immediate
relatives is a member
Any company in which NIL NIL NIL NIL NIL
a company
(mentioned above)
holds 20% of the total
holding
Any HUF or firm in 1. Shri Renuka NIL NIL NIL NIL
which the aggregate Roadlines
share of the promoter
and his immediate
relatives is equal to or
more than 20% of the
total holding

OTHER UNDERTAKINGS AND CONFIRMATIONS

Our Company undertakes that the details of Permanent Account Number, Bank Account Number, Driving License, Aadhar and
Passport Number of the Promoters will be submitted to the Emerge Platform of NSE, where the securities of our Company are
proposed to be listed at the time of submission of Red Herring Prospectus.

Our Promoters have confirmed that they have not been identified as willful defaulters.

No violations of securities laws have been committed by our Promoters in the past or are currently pending against them. None
of our Promoters are debarred or prohibited from accessing the capital markets or restrained from buying, selling, or dealing
in securities under any order or directions passed for any reasons by the SEBI or any other authority or refused listing of any of
the securities issued by any such entity by any stock exchange in India or abroad.

COMMON PURSUITS OF OUR PROMOTERS

None of our Promoter Group Entity is having business objects similar to our business as mentioned in the Chapter “Our Group
Entities” beginning on page 217 of the Red Herring Prospectus.

INTEREST OF THE PROMOTERS

Interest in the promotion of Our Company

Our Promoters Mr. Hemant Padmanabh Chafale, Mr. Sanjay Padmanabh Chafale, Mr. Heramb Ramkrishna Damle, Mr. Anand
Shankar Kane and Mr. Mandar Kishor Deo may be deemed to be interested in the promotion of the Issuer to the extent of the
Equity Shares held by them as well as their relatives and also to the extent of any dividend payable to them and other
distributions in respect of the aforesaid Equity Shares. Further, Our Promoters may also be interested to the extent of Equity
Shares held by or that may be subscribed by and allotted to companies and firms in which either of them are interested as a
director, member or partner.

Interest in the property of Our Company

Our Promoters do not have any interest in any property acquired by Our Company in last two years or proposed to be acquired
by our Company.

Interest as Member of our Company

As on the date of this Red Herring Prospectus, our Promoters and Promoter Group together hold 1,64,04,717 (93.51%) Equity
Shares of our Company and are therefore interested to the extent of their shareholding and the dividend declared, if any, by
our Company. Except to the extent of shareholding of the Promoters in our Company, our Promoters does not hold any other
interest in our Company.

Payment Amounts or Benefit to Our Promoters during the Last Two Years

No payment has been made or benefit given to our Promoters in the two years preceding the date of this Red Herring
Prospectus except as mentioned / referred to in this chapter and in the section titled ‘Our Management’, ‘Financial Statements’
and ‘Capital Structure’ on page 193, 223 and 63 respectively of this Red Herring Prospectus. Further as on the date of this Red
Herring Prospectus, there is no bonus or profit-sharing plan for our Promoters.

CONFIRMATIONS

For details on litigations and disputes pending against the Promoters and defaults made by them including violations of
securities laws, please refer to the section titled “Outstanding Litigation and Material Developments” on page 268 of this Red
Herring Prospectus. Our Promoters have not been declared a willful defaulter by the RBI or any other governmental authority.

This space is left blank intentionally.

 OUR GROUP ENTITIES

As per definition of group companies as per Sections 2(1)(t) of the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 shall include (i) the companies (other than our Promoters and Subsidiaries) with which there were related
party transactions as disclosed in the Restated Financial Statements during any of the last three Fiscals in respect of which the
Restated Financial Information is included in this Red Herring Prospectus; and (ii) such other companies as are considered
material by the Board. Our Board considered the below mentioned companies as material, pursuant to which the following
entities are identified as Group Entities of our Company-

Except as stated below, there is no company which is considered material by the Board of Directors of our Company to be
identified as Group Company. No equity shares of our group entities are listed on any of the stock exchange and they have not
made any public or rights issue of securities in the preceding three years.
1. Softshell Systems India Pvt Ltd
2. Lextech Consultants Private Limited
3. Shri Renuka Roadlines

1. Softshell Systems India Pvt Ltd.

Corporate Information

Softshell Systems India Pvt Ltd. was incorporated on November 13, 1998 under Companies Act, 1956. The registered office of
the company is situated at Plot No. 2, Laxmi Nagar, Nagpur, Maharashtra, India- 440022. The Corporate Identification Number
is U72100MH1998PTC117273.

Brief Profile of the Company

The Softshell Sytems India Pvt. Ltd. is professionally managed working in the service sector from more than a decade Softshell
founded in 1998 in Nagpur to offer range of services including IT Solutions Consulting and Technology Consulting as per the
requirement and suitability of an organization. Our objective of consultation services is to provide a solution which must add
value to our customer's business. The company advise you about the software solutions that best add value to your business.
Either through investment in new solutions, improved IT architecture or usability, or by creating even better integration
between existing software solutions.

Board of Director

The Directors of Softshell Systems India Private Limited as on December 31, 2023 are as follows:

Name Designation
Unmesh Padmanabh Chafale Director
Niranjan Padhye Director

Capital Structure and Shareholding Pattern

As on December 31st, 2023, the authorized share capital of the Company is Rs. 45,00,000/- (4,50,000 Equity shares of Rs.10/-
each). The paid-up share capital Rs. 28,98,970 /- (2,89,897 Equity shares of Rs.10/- each).

As on December 31st, 2023, the shareholding pattern of Softshell Systems India Private Limited is as follows:

Name of shareholder No. of Equity Shares Held % of Shareholding

Unmesh Padmanabh Chafale 1,54,460 53.28
Niranjan Balchandra Padhye 12,600 4.35
Trust Fintech Limited (Earlier Known as Trust Systems 4,913 1.69
and Software (India) Limited)
Allied Digital Services Limited 1,17,924 40.68
Total 2,89,897 100%
 Financial Information
(Amount in Lakhs Except EPS & NAV)
Particular Financial year ended Financial year ended Financial year ended
March 31, 2023 March 31, 2022 March 31, 2021
Equity Share Capital 28.98 28.98 28.98
Reserve and surplus (excluding 681.74 683.24 682.35
Revaluation reserve, if any)
Net Worth 710.68 712.23 711.34
Sales/Turnover including Other Income 79.41 73.14 96.14
Profit/(Loss) after Tax (0.15) 0.89 1.12
Earnings Per Share (in Rs) (0.52) 0.31 0.39
Net Asset Value per Share (in Rs.) 245.16 245.68 245.37

2. Lextech Consultants Private Limited

Corporate Information

Lextech Consultants Private Limited was incorporated on September 29, 2017 under Companies Act, 2013. The registered
office of the company is situated at 509/510, 5th Floor, E Square, Subhash Road, Vile Parle East, Mumbai City, Maharashtra,
India- 400057. The Corporate Identification Number is U74999MH2017PTC300278.

Brief Profile of the Company

The main object of the company is to provide solution to corporate and individual clients for setting up of a business entity,
managing all sorts of statutory compliances of a business entity and to advise them in field of taxation, accounting, business
funding and other allied matters and to process various direct and indirect taxation compliances and to provide services related
to outsourcing of skilled and semi-skilled activities.

Board of Director

The Directors of Softshell Systems India Private Limited as on December 31, 2023 are as follows:

Name Designation
Arati Anand Desai Director
Ujjwala Borikar Milind Director
Swati Anand Kane Director

Capital Structure and Shareholding Pattern

As on December 31st, 2023, the authorized share capital of the Company is Rs. 2,00,000/- (2,000 Equity shares of Rs.100/-
each). The paid-up share capital Rs. 1,00,000 /- (1,000 Equity shares of Rs.100/- each).

As on December 31st, 2023, the shareholding pattern of Lextech Consultants Private Limited is as follows:

Name of shareholder No. of Equity Shares Held % of

Shareholding
Swati Anand Kane 333 33.30%
Ujjwala Milind Borikar 333 33.30%
Arati A Deshai 324 32.40%
Trust Systems and Software (India) Private Limited 10 1.00%
Total 1,000 100%

Financial Information
(Amount in Lakhs Except EPS & NAV)
Particular Financial year ended Financial year ended Financial year ended
 March 31, 2023 March 31, 2022 March 31, 2021
Equity Share Capital 1.00 1.00 1.00
Reserve and surplus (excluding (37.57) (35.10) (30.42)
Revaluation reserve, if any)
Net Worth (36.57) (34.10) (29.42)
Sales/Turnover including Other Income - - -
Profit/(Loss) after Tax (2.46) (4.68) (2.06)
Earnings Per Share (in Rs) - - -
Net Asset Value per Share (in Rs.) (3657.03) (3410.54) (2942.13)

3. Shri Renuka Roadlines

Shri Renuka Roadlines is a sole proprietorship firm which is managed and controlled by Mr. Hemant Padmanabh Chafale. Shri
Renuka Roadlines is in the business of providing SUVs pre-installed with concrete testing machines to cement companies on a
rental basis. Additionally, it is also doing business of providing Tourist taxi.

CONFIRMATION

Our Promoters and persons forming part of Promoter Group have confirmed that they have not been declared as willful
defaulters by the RBI or any other governmental authority and there are no violations of securities laws committed by them
in the past and no proceedings pertaining to such penalties are pending against them. Additionally, none of the Promoters
and persons forming part of Promoter Group has been restrained from accessing the capital markets for any reasons by SEBI
or any other authorities.

Further, our company or our group entity or any entity promoted by the promoters, has not been in default in payment of
listing fees to any stock exchange in the last three years or has not been delisted or suspended in the past and not been
proceeded against by SEBI or other regulatory authority in connection with investor related issues or otherwise.

INTEREST OF OUR GROUP ENTITIES

None of our Group Entities are interested in the promotion of our Company. Except as disclosed in the section titled “Restated
Financial Statements” beginning on page 223 of the Red Herring Prospectus and to the extent of their shareholding in our
Company, our Group Entities do not have any other interest in our Company.

LITIGATION

For details on litigations and disputes pending against the Promoters and Promoter Group entities and defaults made by them,
please refer to the chapter titled‚ ‘Outstanding Litigations and Material Developments’ beginning on page 268 of this Red
Herring Prospectus.

DISASSOCIATION BY THE PROMOTERS IN THE LAST THREE YEARS

None of our Promoters have disassociated themselves from any of the companies / partnership firms during preceding three
years.

SALES / PURCHASES BETWEEN OUR COMPANY AND GROUP ENTITIES

There is no sale purchase between our Company and Group Entities except as mentioned in Related Party Disclosures under
the chapter titled “Financial Statement” beginning on page 253 of this Red Herring Prospectus.

COMMON PURSUITS
There are no common pursuits among our Company and Group Entities or any objects similar to that of our Company’s business
 RELATED PARTY TRANSACTION

For details on related party transaction of our Company, please refer to Restated Financial statement beginning on
page 253 of this Red Herring Prospectus.

This space is left blank intentionally.

 DIVIDEND POLICY

Under the Companies Act, an Indian company pays dividends upon a recommendation by its Board of Directors and
approval by a majority of the shareholders, who have the right to decrease but not to increase the amount of dividend
recommended by the Board of Directors, under the Companies Act, dividends may be paid out of profits of a company in
the year in which the dividend is declared or out of the undistributed profits or reserves of the previous years or out of
both.

Our Company does not have a formal dividend policy. Any dividends to be declared shall be recommended by the Board
of Directors depending upon the financial condition, results of operations, capital requirements and surplus, contractual
obligations and restrictions, the terms of the credit facilities and other financing arrangements of our Company at the
time a dividend is considered, and other relevant factors and approved by the Equity Shareholders at their discretion.

Dividends are payable within 30 days of approval by the Equity Shareholders at the Annual General Meeting of our
Company. When dividends are declared, all the Equity Shareholders whose names appear in the register of members of
our Company as on the ―record date are entitled to be paid the dividend declared by our Company.

Any Equity Shareholder who ceases to be an Equity Shareholder prior to the record date, or who becomes an Equity
Shareholder after the record date, will not be entitled to the dividend declared by our Company.

We have not declared dividend in any Financial Year.

This space is left blank intentionally.

 SECTION IX- FINANCIAL INFORMATION

RESTATED FINANCIAL STATEMENTS

INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED STANDALONE FINANCIAL STATEMENTS OF TRUST

FINTECH LIMITED

The Board of Directors

Trust Fintech Limited
11/4, Infotech Park, Gayatri Nagar,
Nagpur 440022

Independent Auditor’s Examination Report on Restated Financial Statements in connection with the proposed
Initial Public Offering on SME Platform (“IPO” or “SME IPO”) of Trust Fintech Limited (Formerly Known as Trust
Systems and Software (I) Private Limited)

Dear Sir,

1. This report is issued in accordance with the terms of our agreement dated 07 January, 2024.

2. We have examined, the attached Restated Financial Statements, expressed in Indian Rupees in Lakhs of Trust Fintech
Limited (Formerly Known as Trust Systems and Software (I) Private Limited) (the “Company” or the “Issuer”),
comprising:

a) the “Restated Statement of Assets and Liabilities” as at September 30, 2023, March 31, 2023, March 31, 2022 and
March 31, 2021;
b) the “Restated Statement of Profit and Loss” for the period ended September 30, 2023, for years ended March
31, 2023, March 31, 2022 and March 31, 2021;
c) the “Restated Statement of Cash Flows” for the period ended September 30, 2023, for years ended March 31,
2023, March 31, 2022 and March 31, 2021; and
d) the “Notes to the Restated Financial Statements” for the period ended September 30, 2023, for years ended
March 31, 2023, March 31, 2022 and March 31, 2021;
(Hereinafter together referred to as the the “Restated Financial Statements”), as approved by the Board of Directors
of the Company at their meeting held on 21 October, 2023 for the purpose of inclusion in the Draft Red Herring
Prospectus (“DRHP”)/Red Herring Prospectus (“RHP”)/ Prospectus prepared by the Company in connection SME IPO
of NSE Limited (“NSE”).

3. These restated summary statements have been prepared in accordance with the requirements of

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act") as amended from time to time;
b) Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as amended to date (the “SEBI ICDR Regulations”) issued
by the Securities and Exchange Board of India (the “SEBI”); 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”).
Management’s Responsibility for the Restated Financial Statements

4. The Company’s Board of Directors is responsible for the preparation of the Restated Financial Statements for the
purpose of inclusion in the Draft Red Herring Prospectus/Red Herring Prospectus/ Prospectus to be filed with
Securities and Exchange Board of India (“SEBI”), SME platform of stock exchanges NSE Limited (“NSE”) , BSE Limited
(“BSE”) and Registrar of Companies (Mumbai), where the equity shares of the Company are proposed to be listed
 (“Stock Exchanges”), in connection with the proposed IPO. The Restated Financial Statements have been prepared
by the Management of the Company in accordance with the basis of preparation stated in Note 2 forming part of
‘Significant Accounting Policies’ of the Restated Financial Statements.

The Board of Directors of the Company is responsible for designing, implementing and maintaining adequate internal
control relevant to the preparation and presentation of the Restated Financial Statements. The Board of Directors
of the Company are also responsible for identifying and ensuring that the Company complies with the Act, the ICDR
Regulations and the Guidance Note.

Auditor’s Responsibilities

5. We have examined such Restated Financial Statements taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement
letter dated 08 December, 2023 in connection with the proposed SME IPO of equity shares of the Company;
b) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by
the ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence
supporting the Restated Financial Statements; and
d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist
you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the
Guidance Note in connection with the proposed IPO of equity shares of the Company.
6. These Restated Financial Statements have been compiled by the Company’s management from:

Audited special purpose interim financial statements of the Company as at and for the period ended September 30,
2023 prepared in accordance with the Accounting Standards as applicable, and the presentation requirements of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (IGAAP) which was approved by the Board of
Directors at their meeting held on 24 October, 2023 and
Audited Financial Statements of the Company as at and for years ended March 31, 2023, March 31, 2022 and March
31, 2021, prepared in accordance with the IGAAP which has been approved by the Board of Directors at their meeting
held on 31 August ,2023, 05 September, 2022 and 02 November, 2021 respectively.
7. For the purpose of our examination, we have relied on:
Auditors’ reports issued by M/s. Rodi Dabir And Company dated 24 October, 2023 on the special purpose Interim
financial statements of the Company as at and for the three months period ended June 30, 2023, and

Auditors’ Report issued by M/s. Rodi Dabir and Company, dated 31 August, 2023, 05 September, 2022 and 02
November, 2021 on the financial statements of the Company as at and for the years ended March 31, 2023, March
31, 2022 and March 31, 2021 respectively, as referred in Paragraph 6 above.
Opinion

8. Based on our examination and according to the information and explanations given to us, we report that the
Restated Financial Statements:

a) have been prepared after incorporating adjustments for the change in accounting policies, material errors and
regrouping / reclassifications, if any, retrospectively in the financial years ended March 31, 2023, March 31, 2022
and March 31, 2021 to reflect the same accounting treatment as per the accounting policies and grouping /
classifications followed as at and for the three months period ended September 30, 2023.
b) does not contain any qualifications requiring adjustments.
c) have been prepared in accordance with the Act, the ICDR Regulations and the Guidance Note.
9. The Restated Financial Statements does not reflect the effects of events that occurred subsequent to the respective
dates of the reports on the special purpose interim financial statements and audited financial statements mentioned
in paragraph 6 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,
nor should this report be construed as a new opinion on any of the financial statements referred to herein.

11. We have no responsibility to update our report for events and circumstances occurring after the date of the report

Restriction on Use

12. Our report is intended solely for use of the Board of Directors for inclusion in the Offer Document in connection with
the proposed SME IPO. Our report should not be used, referred to, or distributed for any other purpose except with
our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other
purpose or to any other person to whom this report is shown or into whose hands it may come without our prior
consent in writing.

For Abhijit Kelkar and Company

Chartered Accountants
FRNNo:121920W

CA Kalpesh Bhute
Partner
Membership No 178818

Place: Nagpur

Date: 07/01/2024
UDIN: 24178818BKCYBF1728
 STANDALONE RESTATED BALANCE SHEET

(Amount in Lakhs Unless otherwise stated)

EQUITY AND LIABILITIES Note As at As at As at As at
September March 31, March 31, March 31,
30, 2023 2023 2022 2021

1. Shareholder's Funds
(a) Share Capital 3 518.49 518.49 518.49 518.49
(b) Reserves and Surplus 4 2928.06 2200.11 997.90 864.25
(c) Money Received against Share Warrants
3446.55 2718.60 1516.39 1382.73
2. Share Application Money Pending Allotment

3. Non-Current Liabilities
(a) Long-Term Borrowings 5 .00 .00 135.30 4.03
(b) Deferred Tax Liabilities (Net) 1.23 1.23 .00 .58
(c) Other Long-Term Liabilities
(d) Long-Term Provisions
Total non-current liabilities 1.23 1.23 135.30 4.61

4. Current liabilities
(a) Short-Term Borrowings 6 -34.32 -3.80 -16.61 -48.37
(b) Trade Payables 7 39.23 146.65 180.51 179.90
(i) Total Outstanding Dues of Micro and
Small Enterprises
(ii) Total Outstanding Dues Other than Micro
and Small Enterprises
(c) Other Current Liabilities 8 6.53 5.88 1.09 1.09
(d) Short-Term Provisions 9 154.56 122.52 82.57 15.33
(e) Duties & Taxes 10 375.66 127.82 59.47 54.72
Total current liabilities 541.66 399.06 307.03 202.67
Inter Company Balance
TOTAL 3989.43 3118.89 1958.72 1590.01

ASSETS As at As at As at As at
September March 31, March 31, March 31,
30, 2023 2023 2022 2021
1. Non-Current Assets
(a) Property, Plant & Equipment and
Intangible Assets
(i) Property, Plant and Equipment 11 1053.29 1006.28 170.11 140.07
(ii) Intangible Assets
(iii) Capital work-in-progress .00 .00 .00 .00
(iv) Intangible Assets under development 16 587.93 437.93 262.81 262.81
(b) Non-Current Investments 12 42.80 36.17 36.17 36.17
(c) Deferred Tax Assets (Net) 34 .00 .00 2.67 .00
(d) Long Term Loans and Advances 13 .00 .00 .00 .00
(e) Non-Current Assets 14 298.69 258.93 238.83 222.41

Total non-current assets 1982.71 1739.31 710.59 661.46

2. Current Assets
(a) Current Investments 15 324.92 324.92 511.10 257.08
 (b) Inventories .00 .00 .00 .00
(c) Trade Receivables 17 1455.13 849.31 479.99 396.37
(d) Cash and Cash Equivalents 18 29.32 112.58 100.29 236.68
(e) Short-Term Loans & Advances 19 .00 .00 .00 .00
(f) Other Current Assets 20 197.36 92.78 156.76 38.43
Total current assets 2006.72 1379.59 1248.13 928.56

TOTAL 3989.43 3118.89 1958.72 1590.01

As per our Annexed Audit Report of Even Date

For Abhijit Kekar & Co For & on behalf of Board of Directors

Chartered Accountants of Trust Fintech Limited
FRN: 121920W (Formerly known as Trust Systems and Software (India) Private
Limited)
CA Kalpesh Bhute,
[Link] - 178818 HEMANT CHAFALE MANDAR DEO
Partner Director Director
DIN: 01590781 DIN: 01590926

UDIN: 24178818BKCYBF1728
ANAND KANE DESHANA JOSHI
Whole Time Director & CFO Company Secretary
DIN: 07635348 MEM. NO. A-26358

Place: Nagpur
Date: 07-01-2024
 STANDALONE RESTATED STATEMENT OF PROFIT AND LOSS

(Amount in Lakhs Unless otherwise stated)

Particulars Note For the Period For the Period For the Period For the Period
No ending 30th ending 31st ending 31st ending 31st
September March 2023 March 2022 March 2021
2023
I. Revenue from Operations 21 1882.14 2254.34 1763.25 2394.66
II. Other Income 22 0.99 15.85 36.75 23.28
III Total Income (I+II) 1883.13 2270.19 1800.00 2417.94
IV Expenses:
Cost of Materials Consumed 23 175.88 435.66 371.71 947.14
Purchase of stock-in-Trade 24 .00 .00 .00 .00
Changes in Inventories of Finished 25 -150.00 -175.12 .00 -26.00
Goods, and Stock-in-Trade
Employee Benefit Expenses 26 598.09 1055.48 861.04 845.21
Finance Costs 27 1.13 3.78 1.72 3.94
Depreciation and Amortization 28 22.43 49.48 47.04 13.29
Expenses
Other Expenses 29 262.83 359.86 339.96 340.35
Total Expenses 910.36 1729.14 1621.48 2123.93
V Profit before exceptional, 972.77 541.05 178.53 294.01
extraordinary, Prior Period item &
tax (III-IV)
VI Exceptional Items 30 .00 .00 .00 .00
VII Profit before extra-ordinary 972.77 541.05 178.53 294.01
item & Tax (V-VI)
VIII Extraordinary Items 31 .00 .00 .00 .00
IX. Profit before Tax (VII-VIII) 972.77 541.05 178.53 294.01
X. Tax Expenses:
(I) Current Tax 244.83 134.94 46.82 73.43
(II) Deferred Tax 6 .00 3.90 -3.25 .93
(III) Earlier Tax .00 .00 1.30
XI. Profit/(Loss) from Continuing 727.95 402.21 133.66 219.66
Operations (VII-VIII)
XII. Profit/(Loss) from
Discontinuing Operations
XIII. Tax Expense of Discounting
Operations
XIV. Profit/(Loss) from dis- .00 .00 .00 .00
Continuing Operations after tax
(XII-XIII)
XV. Profit/ (Loss) for the Period 727.95 402.21 133.66 219.66
(XI + XIV)
XVI. Earnings per share of Rs. 10/-
each
(I) Basic 14.04 7.76 2.58 4.24
(II) Diluted 14.04 7.76 2.58 4.24
Significant Accounting Policies 1
Notes refer to above form an
integral part of the financial
statements
As per our Annexed Audit Report of Even Date

For Abhijit Kekar & Co For & on behalf of Board of Directors

Chartered Accountants of Trust Fintech Limited
FRN: 121920W (Formerly known as Trust Systems and Software (India) Private
Limited)

CA Kalpesh Bhute, HEMANT CHAFALE MANDAR DEO

[Link] - 178818 Director Director
Partner DIN: 01590781 DIN: 01590926

ANAND KANE DESHANA JOSHI

Whole Time Director & CFO Company Secretary
DIN: 07635348 MEM. NO. A-26358
Place: Nagpur
Date: 07-01-2024

UDIN: 24178818BKCYBF1728
 STANDALONE RESTATED STATEMENT OF CASH FLOWS

(Amount in Lakhs Unless otherwise stated)

Particulars As at As at As at As at
September 30, March 31, March 31, March 31,
2023 2023 2022 2021

A. Cash Flow from Operating Activities

Profit before extraordinary items and tax
Adjustments for: 972.77 541.05 133.66 219.66
Depreciation 22.43 49.48 47.04 13.29
Interest Expenses (Finance Cost) 1.13 3.78 1.72 3.94
Interest Income 1.81 18.84 -36.75 -24.22
Provision for Current Tax -244.83 -134.94
Non-Cash Expenses Debited to P & L A/c

Operating Profit before Working Capital Changes 753.31 478.21 145.67 212.67
Changes in working capital:
Adjustments for:

Decrease/(Increase) in Trade and other receivables -605.81 -369.33 -83.62 245.18

Decrease/(Increase) in Inventories -150.00 -175.12 .00 -26.00
Decrease/(Increase) in Other Current Assets -104.59 63.98 -118.33 153.71
(Decrease)/Increase in Trade & Other Payable -107.42 -33.86 72.60 -101.59
(Decrease)/Increase in Other Current Liabilities .65 4.79 .00 .00
(Decrease)/Increase in Short Term Provisions 24.94 84.79
(Decrease)/Increase in Duties & Taxes 254.95 23.50
Net cash flow from / (used in) operating activities 66.03 76.96 16.32 483.96

B. Cash Flow from Investing Activities

Purchase of Fixed Assets -69.45 -85.65 -77.08 -43.36
Sale of Fixed Assets (Net) .00 .00 .00 .00
Purchase of Investments .00 186.18 -254.01 -356.83
Interest Received -1.81 -18.84 36.75 24.22
Loan & Advances to Others .00 .00 -16.42 2.10
Decrease/(Increase) in Non-Current Assets -39.75 -20.10
Decrease/(Increase) in Non-Current Investments -6.64 .00
Net Cash (Used in) Investing Activities -117.64 61.59 -310.77 -373.86

C. Cash Flow from Financing Activities

Increase/(Decrease) in Share Capital / Reserve & Surplus .00 .00 .00 .00
(Increase)/Decrease in Deferred Tax Asset .00 .00 -3.25 .93
Proceeds from Long-Term borrowings .00 -135.30 131.27 -1.83
Proceeds from Short Term borrowings -30.52 12.81 31.76 60.25
Finance Cost -1.13 -3.78 -1.72 -3.94

Net from / (used in) financing activities -31.65 -126.27 158.06 55.40

Net increase / (decrease) in Cash and cash equivalents -83.26 12.29 -136.39 165.50
Opening Balance of Cash and cash equivalents 112.58 100.29 236.68 71.18
Closing Balance of Cash and cash equivalents 29.32 112.58 100.29 236.68
As per our Annexed Audit Report of Even Date

For Abhijit Kekar & Co For & on behalf of Board of Directors

Chartered Accountants of Trust Fintech Limited
FRN: 121920W (Formerly known as Trust Systems and Software (India) Private
Limited)
CA Kalpesh Bhute,
[Link] - 178818 HEMANT CHAFALE MANDAR DEO
Partner Director Director
DIN: 01590781 DIN: 01590926

ANAND KANE DESHANA JOSHI

Whole Time Director & CFO Company Secretary
DIN: 07635348 MEM. NO. A-26358
Place: Nagpur
Date: 07-01-2024

UDIN: 24178818BKCYBF1728
 SIGNIFICANT ACCOUNTING POLICIES & NOTES TO ACCOUNTS AS RESTATED

1. Corporate Information

Trust Systems and Software India Limited (formerly known as Trust Systems and Software India Private
Limited) (the company) is a private limited company registered under the erstwhile Companies Act 1956 is in
the business of software development services and software solutions. It started its operations in 1999 has an
all-India footprint with Nagpur office. The company operates from its office at Nagpur.

The Company has converted from Private Limited Company to Public Limited Company, pursuant to a special
resolution passed in the extraordinary general meeting of the shareholders of the Company held on 16th
September, 2023 and consequently the name of the Company has been changed to Trust Systems and
Software (I) Limited in a fresh certificate of incorporation obtained from the Registrar of Companies on 4 th
October, 2023.

These restated financial statements were authorized for issue in accordance with a resolution of the Board of
Directors on 21st October, 2023.

These restated financial statements are presented in Indian Rupees (‘Rupees’ or ‘Rs.’ or ‘INR’) and are rounded
to the nearest Thousands, except per share data and unless stated otherwise.

2. Summary of significant accounting policies

A. Basis of preparation of restated financial statements

The restated financial statements of the Company comprise financial statement for the nine months period
ended September 30, 2023, for the year ended March 31, 2023, March 31, 2022 and March 31, 2021 that had
been previously prepared and audited as per the requirements of Companies Act, 2013 and now restated as
per the requirements of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (the SEBI ICDR Regulations) issued by the Securities and Exchange Board of
India (SEBI) on September 11, 2018 as amended from time to time in pursuance of the Securities and Exchange
Board of India Act, 1992 and Guidance note on reports in Company Prospectus (Revised 2019) (Guidance Note)
issued by the Institute of Chartered Accountants of India (ICAI). The financial statements have been prepared
on an accrual basis and under the historical cost convention. The accounting policies adopted in the
preparation of financial statements are consistent with those of previous years.

These Statements have been prepared by the Management for the purpose of inclusion in the Red Herring
Prospectus (‘RHP’)/Prospectus in connection with its proposed initial public offering of equity shares.

1. The Restated Financial Information have been compiled by the Management from:

I) Audited special purpose interim financial statements of the Company as at and for the Half Year
ended September 30, 2023 prepared in accordance with the Accounting Standards as applicable,
which was approved by the Board of Directors at their meeting held on 24 October 2023and

II) Audited Financial Statements of the Company as at and for years ended March 31, 2023, March 31,
2022 and March 31, 2021, prepared in accordance with the IGAAP which has been approved by the
Board of Directors at their meeting held on 31 August 2023, 05 September 2022 and 02 November
2021 respectively.

2. The Restated Financial Information have been prepared to contain information/disclosures and
incorporating adjustments set out below in accordance with the ICDR Regulations:

i) Adjustments to the profits or losses of the earlier years for the changes in accounting policies if any to
 reflect what the profits or losses of those years would have been if a uniform accounting policy was
followed in each of these years and of material errors, if any;
ii) Adjustments for reclassification/regroupings of the corresponding items of income, expenses, assets
and liabilities retrospectively in the six months period /years ended September 30, 2023, March 31,
2023, March 31, 2022 and March 31, 2021, in order to bring them in line with the groupings as per the
Restated Financial Information of the Company for the period ended September 30, 2023 and the
requirements of the SEBI Regulations, if any; and

iii) The resultant impact of tax due to the aforesaid adjustments, if any.

B. Use of estimates

The preparation of restated financial statements in conformity with Indian GAAP requires the management
to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses,
assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although
these estimates are based on the management’s best knowledge of current events and actions,
uncertainty about these assumptions and estimates could result in the outcomes requiring a material
adjustment to the carrying amounts of assets or liabilities in future periods.

C. Property plant and equipment

Tangible assets are stated at cost, less accumulated depreciation and impairment (if any). Cost consists of
acquisition cost comprising purchase price (excluding rebates and discounts) and direct cost incurred to
make the asset ready to use.

Subsequent expenditure related to an item of property plant and equipment is added to its book value
only if it increases the future benefits from the existing asset beyond its previously assessed standard of
performance. All other expenses on existing fixed assets, including day-to-day repair and maintenance
expenditure and cost of replacing parts, are charged to the statement of profit and loss for the period
during which such expenses are incurred.

Gains or losses arising from de-recognition of property plant and equipment are measured as the
difference between the net disposal proceeds and the carrying amount of the asset and are recognized in
the statement of profit and loss when the asset is derecognized.

During the Financial Year 2022-23, the company has revalued its Land at the prevalent market rates and
accordingly revaluation reserve is created to the extent of Rs 8 crores.

D. Depreciation on property plant and equipment

Depreciation on property plant and equipment is provided on written down value method considering the
useful lives prescribed in Schedule II to the Companies Act, 2013.

E. Intangible assets

Intangible assets are stated at cost which includes any directly attributable expenditure on making the
asset ready for its intended use. Intangible assets are amortized over the expected duration of benefit or
ten years on written down value method. Intangible assets acquired separately are measured on initial
recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated
amortization and accumulated impairment losses, if any. The company uses a rebuttable presumption that
the useful life of an intangible asset will not exceed ten years from the date when the asset is available for
use. If the persuasive evidence exists to the effect that useful life of an intangible asset exceeds ten years,
the company amortizes the intangible asset over the best estimate of its useful life. Such intangible assets
and intangible assets not yet available for use are tested for impairment annually, either individually or at
the cash-generating unit level. All other intangible assets are assessed for impairment whenever there is
an indication that the intangible asset may be impaired.
 The amortization period and the amortization method are reviewed at least at each financial year end. If
the expected useful life of the asset is significantly different from previous estimates, the amortization
period is changed accordingly. If there has been a significant change in the expected pattern of economic
benefits from the asset, the amortization method is changed to reflect the changed pattern. Such changes
are accounted for in accordance with AS 5 Net Profit or Loss for the Period, Prior Period Items and Changes
in Accounting Policies.

Gains or losses arising from de-recognition of an intangible asset are measured as the difference between
the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of
profit and loss when the asset is derecognized.

F. Investments

Investments, which are readily realizable and intended to be held for not more than one year from the
date on which such investments are made, are classified as current investments. All other investments are
classified as long-term investments.

On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly
attributable acquisition charges such as brokerage, fees and duties.

G. Borrowing costs

Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the
arrangement of borrowings and exchange differences arising from foreign currency borrowings to the
extent they are regarded as an adjustment to the interest cost.

Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as
part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.

H. Foreign currency transactions and balances Initial recognition

I.
Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency
amount the
exchange rate between the reporting currency and the foreign currency at the date of the transaction.

Conversion
Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date.
Non-monetary items, which are measured in terms of historical cost denominated in a foreign currency,
are reported using the exchange rate at the date of the transaction.

Exchange differences
All other exchange differences are recognized as income or as expenses in the period in which they arise.

J. Provisions and contingent liabilities & contingent assets

Provisions are recognized for present obligations of uncertain timing or amount arising as a result of a past
event where a reliable estimate can be made and it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation. Possible obligations, whose existence will only
be confirmed by the occurrence or non-occurrence of one or more uncertain future events, are also
disclosed as contingent liabilities unless the probability of outflow of resources embodying economic
benefit is remote.
K. Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand and short-term investments with original
maturity of three months or less, which are subject to an insignificant risk of changes in value. For the
purpose of the statement of cash flows, cash and cash equivalents consist of cash and short term deposits,
as defined above, net of outstanding bank overdrafts as they are considered an integral part of the
Company’s cash management.

I. Income taxes

Tax expense comprises of current and deferred tax. Current income tax is measured at the amount
expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961. The tax rates and
tax laws used to compute the amount are those that are enacted or substantially enacted, at the reporting
date.

Deferred income tax reflects the impact of timing differences between taxable income and accounting
income originating during the current year and reversal of timing differences of earlier years. Deferred tax
is measured using the tax rates and the tax laws enacted or substantively enacted at the reporting date.

Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are recognized
for deductible timing differences only to the extent that there is reasonable certainty that sufficient future
taxable income will be available against which such deferred tax assets can be realized. In situations where
the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are
recognised only if there is virtual certainty supported by convincing evidence that they can be realized
against future taxable profits.

At each reporting date the Company re-assesses unrecognised deferred tax assets. It recognises
unrecognised deferred tax assets to the extent that it has become reasonably certain or virtually certain,
as the case may be, that sufficient future taxable income will be available against which such deferred tax
assets can be realised.

The carrying amount of deferred tax assets are reviewed at each reporting date. The Company writes-
down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or
virtually certain, as the case may be, that sufficient future taxable income will be available against which
deferred tax asset can be realised. Any such write-down is reversed to the extent that it becomes
reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be
available.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off
current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate
to the taxable entity and the same taxation authority.

M. Revenue recognition

Revenue from operations are recognized on completion of the project and rendering of services or on
completion of the stipulated benchmarks / frequency as per the terms of agreement.

Interest income is recognized on the basis of accrual method on the rates applicable to the transactions.
Rent is recognized on the basis of accrual as per the agreement.

Income from investment is accounted for on accrual basis when the right to receive income is established.

N. Employee benefits
 Retirement benefit in the form of provident fund contribution to statutory provident fund, pension fund,
superannuation fund and ESI are defined contribution schemes. The contributions are charged to the
statement of profit and loss for the year when the contributions are due. The company has no obligation,
other than the contribution payable to the provident fund.

O. Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity
shareholders (after deducting preference dividends and attributable taxes) by the weighted average
number of equity shares outstanding during the period. Partly paid equity shares are treated as a fraction
of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid
equity share during the reporting period. The weighted average number of equity shares outstanding
during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split,
and reverse share split (consolidation of shares) that have changed the number of equity shares
outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable
to equity shareholders and the weighted average number of shares outstanding during the period are
adjusted for the effects of all dilutive potential equity shares.

For Abhijit Kelkar& Co.

Chartered Accountants

CA Kalpesh Bhute
[Link].:178818
Date: 07/01/2024
Place: Nagpur
NOTE 3: Share Capital

A. EQUITY SHARE CAPITAL

Authorised equity share capital

(Rupees in Lakhs)
Particulars As at 30th As at 31st As at 31st As at 31st
September 2023 March 2023 March 2022 March 2021
Equity Shares of Rs.10/- each 600.00 600.00 600.00 600.00
Total 600.00 600.00 600.00 600.00

Issued, Subscribed & Fully Paid-up

(Rupees in Lakhs)
Particulars As at 30th As at 31st As at 31st As at 31st
September 2023 March 2023 March 2022 March 2021
Equity Shares of Rs.10/- each 518.49 518.49 518.49 518.49
Total 518.49 518.49 518.49 518.49

Movement in equity share capital/Reconciliation of Shares Outstanding

Sr. Particulars As at 30th As at 31st March- As at 31st March- As at 31st March-

No. September-2023 2023 2022 2021
No. Amount No. Amount No. Amount No. Amount
Shares (Rupees Shares (Rupees Shares (Rupees Shares (Rupees
in Lakhs) in Lakhs) in Lakhs) in Lakhs)
Balance at the 51,84,868 518.49 51,84,868 518.49 51,84,868 518.49 51,84,868 518.49
beginning of the year
Add Issued during the year - - - - - - - -
: as bonus shares
Les Bought back during - - - - - - - -
s: the year
Balance at the end of 51,84,868 518.49 51,84,868 518.49 51,84,868 518.49 51,84,868 518.49
the year

List of shareholders holding more than 5% of equity shares

Name of the As at 30th As at 31st March As at 31st March As at 31st March

Shareholder September 2023 2023 2022 2021
Name Of Shareholders In Nos In % In Nos In % In Nos In % In Nos In %
Hemant Chafale 35,19,954 67.89 35,29,954 68.08 35,29,954 68.08 35,29,954 68.08
Heramb Damle 3,57,595 6.90 3,57,595 6.90 3,57,595 6.90 3,57,595 6.90
Sanjay P Chafale 6,60,004 12.73 6,60,004 12.73 6,60,004 12.73 6,60,004 12.73
Mandar Deo 2,59,921 5.01 2,59,921 5.01 2,59,921 5.01 2,59,921 5.01
Anand Kane 2,99,868 5.78 2,99,868 5.78 2,99,868 5.78 2,99,868 5.78

Statement of Shares held by Promoters as on 30th September-2023

Name Of Promoter As at 30th As at 31st March As at 31st March As at 31st March

September 2023 2023 2022 2021
In Nos In % In Nos In % In Nos In % In Nos In %
Hemant Chafale 35,19,954 67.89 35,29,954 68.08 35,29,954 68.08 35,29,954 68.08
Heramb Damle 3,57,595 6.90 3,57,595 6.90 3,57,595 6.90 3,57,595 6.90
Sanjay P Chafale 6,60,004 12.73 6,60,004 12.73 6,60,004 12.73 6,60,004 12.73
Mandar Deo 2,59,921 5.01 2,59,921 5.01 2,59,921 5.01 2,59,921 5.01
 Total 47,97,474 92.53 48,07,474 92.72 48,07,474 92.72 48,07,474 92.72

NOTE 4: Reserves & Surplus

(Rupees in Lakhs)
Particulars As at 30th As at 31st March As at 31st March As at 31st March
September 2023 2023 2022 2021
General reserve
As per last Balance Sheet 1250.20 847.99 714.33 494.68
Add: Transferred from surplus 727.95 402.21 133.66 219.66
in Statement of Profit and Loss
Less: Utilised / transferred .00 .00
during the year for:
subtotal A 1978.15 1250.20 847.99 714.33
Securities premium reserve 149.91 149.91 149.91 149.91
Revaluation Reserve 800.00 800.00 .00
subtotal B 949.91 949.91 149.91 149.91
Total 2928.06 2200.11 997.90 864.25

NON-CURRENT LIABILITIES

NOTE 5

(Rupees in Lakhs)
Long-Term Borrowings As at 30th As at 31st As at 31st As at 31st
September 2023 March 2023 March 2022 March 2021
I. Secured Loans:
Term Loans from Banks
Car loan Allahabad Bank .00 .00 .00 .00
(50217778507)
Car loan Allahabad Bank .00 .00 .30 4.03
(50359855912)
Loan against Deposit .00 .00 135.00 .00
Total-Long term Secured Loan .00 .00 135.30 4.03

II. Unsecured Loans:

From Others
Directors .00 .00 .00 .00
Indian Rupee Loan (Refer Note (b)
below)

Total-Long term Unsecured Loan - - - -

Total (I +II) .00 .00 135.30 4.03

NOTE 6: Short-Term Borrowings

(Rupees in Lakhs)
Particulars As at 30th As at 31st As at 31st As at 31st
September 2023 March 2023 March 2022 March 2021
I. Secured Loans:
1. Loans Repayable on Demand:
A) from Banks
- From Bank Allahabad Bank -34.32 -3.80 -29.61 -61.37
[ Limit of Rs. 11000000 against
hypothecation of Property]
 B) from other Parties

2. Loans and Advances from related - - - -

Parties

3. Deposits - - - -

4. Other Loans and Advances - - - -

(Specific Nature)

5. Current Maturities of Long-Term - - - -

Borrowings

Total Secured Short-Term Loan -34.32 -3.80 -29.61 -61.37

Particulars As at 30th As at 31st As at 31st As at 31st

September 2023 March 2023 March 2022 March 2021
II. UNSECURED:
a) Loans Repayable on Demand:
A) from Banks
The Company is not declared as wilful - - - -
defaulter by Bank or financial
institution.

B) from other Parties

b) Loans and Advances from related

Parties
Loan from Director - - 13.00 13.00
Total Unsecured Short-Term Loan .00 13.00 13.00

TOTAL (I + II) -34.32 -3.80 -16.61 -48.37

NOTE 7: Trade Payables

(Rupees in Lakhs)
Particulars As at 30th As at 31st As at 31st As at 31st
September 2023 March 2023 March 2022 March 2021
Short Term Trade Payable
Trade Payable (Annexure 1) 39.23 146.65 180.51 179.90
Total 39.23 146.65 180.51 179.90

NOTE 8: Other Current Liabilities

(Rupees in Lakhs)
Particulars As at 30th As at 31st As at 31st As at 31st
September 2023 March 2023 March 2022 March 2021
Deposits From Employees:

1) S.D. (Adhir Behara) .04 .04 .04 .04

2) S.D. (Gaurav Shionkar) .17 .17 .17 .17
3) S.D. (Govind Joshi) .04 .04 .04 .04
4) S.D. (Manish Chaurasia) .03 .03 .03 .03
5) Manish purohit - - - -
6) Advance Received From Debtors 6.21 5.56 .78 .78
 7) S.D. (Shailendra Choudhary) .03 .03 .03 .03

Total 6.53 5.88 1.09 1.09

NOTE 9: Short-Term Provisions

(Rupees in Lakhs)
Particulars As at 30th As at 31st As at 31st As at 31st
September 2023 March 2023 March 2022 March 2021
Provision For Employees Benefit

1. Electricity bill payable .05 .05 .91 .66

2. E.S.I.C. Payable .05 .15 .11 .15
3. Provident Fund payable 2.58 4.35 11.33 .25
4. Salary to Director Payable -19.79 -14.37 6.54 2.66
5. SALARY PAYABLE A/C. 119.90 131.98 63.14 10.96
6. Travelling exp payable 44.28 .00 .00 .00
7. TDS Payable FY .00 .00 .00 .00
8. TDS on suppliers .00 .00 .00 .00
9. NMC payable 7.07 .00 .00 .00
10. Profession tax payable .42 .36 .00 .52
11. Telephone Exp Payable .00 .00 .54 .14
12. Gst payable .00 .00 .00 .00

Total 154.56 122.52 82.57 15.33

NOTE 10: Duties & Taxes

(Rupees in Lakhs)
Particulars As at 30th As at 31st As at 31st As at 31st
September 2023 March 2023 March 2022 March 2021
1. TDS Payable 252.41 31.75 14.22 5.43
2. GST Payable 123.26 96.07 45.25 49.29

Total 375.66 127.82 59.47 54.72

Trade Payables ageing Schedule

Annexure-9

(Amount in Rupees Lakh)

31st March, 2023
[Link] Particulars Outstanding for the following periods from the due date of Total
payment
Less than 1 1-2 Years 2-3 Years More than 3
Yr Years

i) MSME - - - - -

ii) Others 88.58 - - - 88.58

iii) Disputed Dues-MSME - - - - -

iv) Disputed Dues-Others - - - - -

 TOTAL TRADE PAYABLES 88.58 .00 .00 .00 88.58
# Notes: If Due date is not given, then take date of Transaction i.e date on which risk and rewards are transferred
# Defination of Dispute is taken from section 5(6) of IBC 2016
## Ageing is considered from the date of transaction
(Amount in Rupees Lakhs)
31st March, 2022
[Link] Particulars Outstanding for the following periods from the due date of Total
payment
Less than 1 1-2 Years 2-3 Years More than 3
Yr Years

i) MSME - - - - -
- - - - -
ii) Others - - - - -

iii) Disputed Dues-MSME - - - - -

iv) Disputed Dues-Others - - - - -

TOTAL TRADE PAYABLES - - - - -

# Notes: If Due date is not given, then take date of Transaction i.e date on which risk and rewards are transferred
# Defination of Dispute is taken from section 5(6) of IBC 2016
## Ageing is considered from the date of transaction

Note 31: The Company has certain dues to suppliers registered under Micro, Small and Medium Enterprises
Development Act, 2006 (‘MSMED Act’). The disclosures pursuant to the said MSMED Act are as follows:

Particulars As at 31st March- As at 31st March-2021

2022
Principal amount due to suppliers registered under the - -
MSMED Act and remaining unpaid as at year end
Interest due to suppliers registered under the MSMED Act - -
and remaining unpaid as at year end
Principal amounts paid to suppliers registered under the - -
MSMED Act, beyond the appointed day during the year

Interest paid, other than under Section 16 of MSMED Act, to - -

suppliers registered under the MSMED Act, beyond the
appointed day during the year
Interest paid, under Section 16 of MSMED Act, to suppliers - -
registered under the MSMED Act, beyond the appointed day
during the year
Interest due and payable towards suppliers registered under - -
MSMED Act, for payments already made
Further interest remaining due and payable for earlier years - -

Total - -
Note 11: Fixed Asset

(Amount in Rupees Lakh)

Gross Block as on September 30, 2023 Depreciation as on September 30, 2023 Net Block as on September 30, 2023
Sr. Value at Value at
Particulars Value Value
No Rate the Additio Deductio the Additio Deductio WDV as on WDV as on
at the at the
beginnin n during n during beginnin n during n during 30.09.2023 31.03.2023
end end
g the year the year g the year the year
1 Land - 810.00 18.62 .00 828.62 .00 .00 .00 .00 828.62 810.00
2 Computer and 0.40 329.23 13.14 .00 342.37 264.29 12.99 .00 277.28 65.09 64.93
Printer
3 Furnitures & 0.18 51.19 4.87 .00 56.07 43.85 .66 .00 44.52 11.55 7.34
Fixtures
4 Office Equipment 0.18 64.83 32.72 .00 97.55 35.62 2.64 .00 38.26 59.29 29.21
5 Electrical 0.14 11.79 .09 .00 11.88 8.09 .26 .00 8.35 3.53 3.70
Installation
6 Water Meter 0.14 .02 .00 .00 .02 .02 .00 .00 .02 .00 .00
7 Car Honda BR-V 0.26 12.24 .00 .00 12.24 10.43 .23 .00 10.67 1.57 1.80
8 Car Honda City 0.26 10.05 .00 .00 10.05 9.28 .10 .00 9.38 .67 .77
9 Building 0.05 101.67 .00 .00 101.67 50.15 1.29 .00 51.44 50.23 51.52
10 Car Fortuner 0.26 43.32 .00 .00 43.32 19.90 3.03 .00 22.93 20.39 23.42
11 Solar panel 0.18 15.60 .00 .00 15.60 2.03 1.23 .00 3.25 12.35 13.57
Total (Current Year) 1449.94 69.45 .00 1519.38 443.66 22.43 .00 466.09 1053.29 1006.28

(Amount in Rupees Lakh)

Sr. Particulars Rate Gross Block as on March 31, 2023 Depreciation as on March 31, 2023 Net Block as on March 31, 2023
No Value at Addition Deduction Value Value at Addition Deduction Value WDV as on WDV as on
the during during the at the the during during the at the 31.03.2023 31.03.2022
beginning the year year end beginning the year year end
1 Land - 10.00 800.00 .00 810.00 .00 .00 .00 .00 810.00 10.00
2 Computer and 0.40 272.09 57.14 .00 329.23 232.41 31.88 .00 264.29 64.93 39.68
Printer
3 Furnitures & 0.18 51.19 .00 .00 51.19 42.23 1.62 .00 43.85 7.34 8.96
Fixtures
4 Office Equipment 0.18 36.32 28.51 .00 64.83 32.04 3.58 .00 35.62 29.21 4.28
5 Electrical Installation 0.14 11.79 .00 .00 11.79 7.50 .60 .00 8.09 3.70 4.30
6 Water Meter 0.14 .02 .00 .00 .02 .02 .00 .00 .02 .00 .00
7 Car Honda BR-V 0.26 12.24 .00 .00 12.24 9.80 .63 .00 10.43 1.80 2.43
8 Car Honda City 0.26 10.05 .00 .00 10.05 9.01 .27 .00 9.28 .77 1.04
9 Building 0.05 101.67 .00 .00 101.67 47.44 2.71 .00 50.15 51.52 54.23
10 Car Fortuner 0.26 43.32 .00 .00 43.32 11.72 8.18 .00 19.90 23.42 31.60
11 Solar panel 0.18 15.60 .00 .00 15.60 2.02 .01 .00 2.03 13.57 13.58
Total (Current Year) 564.29 885.65 .00 1449.94 394.18 49.48 .00 443.66 1006.28 170.11

(Amount in Rupees Lakh)

Sr. Particulars Rate Gross Block as on March 31, 2022 Depreciation as on March 31, 2022 Net Block as on March 31, 2022
N Value at Addition Deductio Value at Value at Addition Deductio Value WDV as on WDV as on
o the during n during the end the during n during at the 31.03.2022 31.03.2021
beginnin the year the year beginnin the year the year end
g g
1 Land - 10.00 .00 .00 10.00 .00 .00 .00 .00 10.00 10.00
2 Computer and 0.40 211.71 60.38 .00 272.09 205.96 26.45 .00 232.41 39.68 5.75
Printer
3 Furnitures & Fixtures 0.18 50.74 .45 .00 51.19 40.33 1.90 .00 42.23 8.96 10.41
4 Office Equipment 0.18 36.32 .00 .00 36.32 31.09 .95 .00 32.04 4.28 5.23
5 Electrical Installation 0.14 11.13 .66 .00 11.79 6.87 .62 .00 7.50 4.30 4.26
6 Water Meter 0.14 .02 .00 .00 .02 .02 .00 .00 .02 .00 .00
7 Car Honda BR-V 0.26 12.24 .00 .00 12.24 8.96 .85 .00 9.80 2.43 3.28
8 Car Honda City 0.26 10.05 .00 .00 10.05 8.64 .36 .00 9.01 1.04 1.40
9 Building 0.05 101.67 .00 .00 101.67 44.58 2.85 .00 47.44 54.23 57.09
10 Car Fortuner 0.26 43.32 .00 .00 43.32 .68 11.04 .00 11.72 31.60 42.64
11 Sonal panel 0.18 .00 15.60 .00 15.60 .00 2.02 .00 2.02 13.58 .00
Total (Current Year) 487.21 77.08 .00 548.69 347.14 47.04 .00 394.18 170.11 140.07

(Amount Rupees in Lakh)

Sr. Particulars Rate Gross Block as on March 31, 2021 Depreciation as on March 31, 2021 Net Block as on March 31, 2021
No Value at Addition Deduction Value at Value at Addition Deduction Value WDV as on WDV as on
the during during the the end the during during at the 31.03.2021 31.03.2020
beginning the year year beginning the year the year end
1 Land - 10.00 .00 .00 10.00 .00 .00 .00 .00 10.00 10.00
2 Computer and 0.40 211.71 .00 .00 211.71 202.13 3.83 .00 205.96 5.75 9.58
Printer
3 Furnitures & 0.18 50.74 .00 .00 50.74 38.03 2.30 .00 40.33 10.41 12.71
Fixtures
4 Office Equipment 0.18 36.32 .00 .00 36.32 29.94 1.16 .00 31.09 5.23 6.39
5 Electrical 0.14 11.10 .04 .00 11.13 6.19 .68 .00 6.87 4.26 4.91
Installation
6 Water Meter 0.14 .02 .00 .00 .02 .02 .00 .00 .02 .00 .00
7 Car Honda BR-V 0.26 12.24 .00 .00 12.24 7.81 1.15 .00 8.96 3.28 4.43
8 Car Honda City 0.26 10.05 .00 .00 10.05 8.15 .49 .00 8.64 1.40 1.89
9 Building 0.05 101.67 .00 .00 101.67 41.58 3.00 .00 44.58 57.09 60.09
10 Car Fortuner 0.26 .00 43.32 .00 43.32 .00 .68 .00 .68 42.64 .00
11 Sonal panel 0.18 .00 .00 .00 .00 .00 .00 .00 .00 .00
Total (Current Year) 443.85 43.36 .00 487.21 333.85 13.29 .00 347.14 140.07 110.00
Note 12: Non Current Investments

(Amount in Rupees Lakh)

Sr. Particulars As at 30th As at 31st As at 31st As at 31st
No September-2023 March-2023 March-2022 March-2021
1 Investment in Share of Softshell (4,913 25.00 25.00 25.00 25.00
shares, 1.69% held )
2 FD Against Bank Guarantee 17.79 11.16 11.16 11.16
3 Shares of Lextech Consultants Pvt. Ltd. .01 .01 .01 .01
(10 shares, 10% held )

Total 42.80 36.17 36.17 36.17

Note 13: Long Term Loans and Advances

(Amount in Rupees Lakh)

Sr. Particulars As at 30th As at 31st As at 31st As at 31st
No September-2023 March-2023 March-2022 March-2021
1 Long Term Loans and - - - -
Advances

Total - - - -

Loans or Advances granted to Promoters, directors, KMP's and Other Related Parties that are either repayable on
demand or without specifying any terms or period of repayment

Sr. Particulars As at 30th As at 31st March- As at 31st March- As at 31st March-

No September-2023 2023 2022 2021
I PROMOTERS

II DIRECTORS

III KMP'S

IV RELATED PARTIES

Note 14: Non-Current Assets

(Amount in Rupees Lakh)

Sr. As at 30th As at 31st As at 31st As at 31st
Particulars
No September-2023 March-2023 March-2022 March-2021
I Advance for Purchase of 151.13 151.13 151.13 151.13
Land
II Security Deposit
a) Secured, Considered
Good :
Earnest Money Deposit 68.97 45.68 22.66 3.84
Other Deposit 54.53 54.49 53.17 53.17
b) Unsecured,
Considered Good :
Herambh Damle 1.00 1.00 1.00 1.00
 Vinay Gautam 2.25 2.25 2.25 2.25
c) Doubtful

III Other Loans &

Advances
Employee advance 11.13 -5.76 -1.46 -.22
Nagpur
Employee advance Pune -.41 .06 .11 .05
Employee advance - -
Mumbai
Loan to Lextech 9.99 9.99 9.99 9.99
Salary advances .10 .10 .00 1.21

Total 298.69 258.93 238.83 222.41

Note 15: Current Investments

(Amount in Rupees Lakh)

Sr. As at 30th As at 31st As at 31st As at 31st
Particulars
No September-2023 March-2023 March-2022 March-2021
1 BG for Coal Office .13 .13 .13 .13
(O.V.9.75)
2 BG for Muslim Bank 1.25 1.25 1.25 1.25
3 Fixed Deposit with 323.54 323.54 509.71 255.70
Allahabad Bank
4 FD 0543651000001625

Total 324.92 324.92 511.10 257.08

The Company has not traded or invested in Crypto currency or virtual currency during the financial year.

Note 16: Intangible Assets under Development

(Amount in Rupees Lakh)

As at 30th As at 31st As at 31st As at 31st
Sr. No. Particulars
September-2023 March-2023 March-2022 March-2021
1 Work in Progress 587.93 437.93 262.81 262.81

Total 587.93 437.93 262.81 262.81

Note 17: Trade Receivables

(Amount in Rupees Lakh)

Sr. As at 30th As at 31st As at 31st As at 31st
Particulars
No. September-2023 March-2023 March-2022 March-2021
1 As per the Schedule attached-18 1455.13 849.31 479.99 396.37
(a) (Annexure 3)
Less Provision for doubtful Debts
:
Total 1455.13 849.31 479.99 396.37
 Statement of Ageing of Trade Receivables as on 31st March -2023
Outstanding for the following periods from the due date of payment
Particulars
Less than 6 6 Months- 1Year - 2 2 Years-3 More than Tot
Months 1 Year Years Years 3 Years al

i) UNDISPUTED TRADE RECEIVALES- 849.31 NIL NIL NIL NIL 849.

Considered Good 31

ii) UNDISPUTED TRADE RECEIVALES-

Considered Doubtful

iii) DISPUTED TRADE RECEIVALES-

Considered Good

iv) DISPUTED TRADE RECEIVALES-

Considered Doubtful

TOTAL TRADE RECEIVABLES 849.31 .00 .00 .00 .00 849.

31

Note 18: Cash and Cash Equivalent

(Amount in Rupees Lakhs)
Sr. Particulars As at 30th As at 31st As at 31st As at 31st
No. September-2023 March-2023 March-2022 March-2021

1 CASH
Cash Balance 33.86 31.14 26.59 25.44
Pune Petty Cash 25.59 25.49 19.75 14.30
Balance
Mumbai petty cash .27 .29 .76 .81

2 BANK
State Bank of India .36 1.35 1.37 90.01
Bank of Baroda .08 .08 .08 .08
ICICI Bank -63.91 4.98 7.32 61.48
Axis Bank pune 30.10 46.70 37.01 39.15
Axis Bank 1.42 1.14 5.22 2.35
IDBI Bank 1.54 1.41 2.18 3.05

Total 29.32 112.58 100.29 236.68

Note 19: Short term Loans and Advances

(Amount in Rupees Lakhs)
Sr. Particulars As at 30th As at 31st As at 31st As at 31st
No. September-2023 March-2023 March-2022 March-2021
1 Others - - - -

Total - - - -
Note 20: Other Current Assets
(Amount in Rupees Lakhs)
Sr. Particulars As at 30th As at 31st As at 31st As at 31st
No. September-2023 March-2023 March-2022 March-2021
1 Interest Acrrued on FD 16.05 16.17 21.96 5.40
2 IT Refund FY 14-15 .00 .00 .31
3 IT Refund FY 15-16 .00 .00 .99
4 IT Refund FY 17-18 .94 .94 .94 .94
5 IT Refund FY 18-19 .00 .84 1.27
6 It refund FY 2019-20 .84 .84 .00 6.98
7 MVAT Appeal Part .00 .00 6.47
Payment
8 Deposit for Bangalore .00 .00 .15
Flat
9 IT REFUND -10.70 -10.70 .00 15.90
10 Expenses for Work In 85.52 85.52 85.52 .00
Progress
11 Tds recoverable 47.90 47.49 .00
12 Advance tax 56.81 .00 .00 .00

Total 197.36 92.78 156.76 38.43

Note 21: Revenue from operations

(Amount in Rupees Lakhs)
Sr. As at 30th As at 31st As at 31st As at 31st March-
Particulars
No. September 2023 March-2023 March-2022 2021
1 Revenue from 1452.00 2042.32 1626.59 2216.28
Operations
2 Export Sales 430.14 212.02 136.66 178.38

Total 1882.14 2254.34 1763.25 2394.66

Note 22: Other income

(Amount in Rupees Lakhs)
Sr. Particulars As at 30th As at 31st March- As at 31st March- As at 31st March-
No. September 2023 2023 2022 2021
1 Discount Received -.79 .04 .01 .27
2 Freight Charges .00 .00
3 Rate difference(US -.03 -3.03 .13 -.93
doller)
4 Interest Received .00 .00 .03
5 Interest Received 1.81 18.84 23.23 7.68
on FD
6 Rent Received .00 12.00 6.00
7 Interest on IT .00 .95 10.23
Refund
8 Other receipts .00 .43 .00
Total .99 15.85 36.75 23.28
Note 23: Cost of materials consumed
(Amount in Rupees Lakhs)
Sr. Particulars As at 30th As at 31st As at 31st As at 31st
No. September-2023 March-2023 March-2022 March-2021
1 Software Development
related costs
Contract resources cost 175.88 427.56 340.73 928.27

Sub-total (a) 175.88 427.56 340.73 928.27

2 DIRECT/PRODUCTIONS
EXPENSES
Annual maintanance, .00 8.10 30.99 18.87
Installation & Manpower
Supply Charges

Sub-total (b) .00 8.10 30.99 18.87

Total 175.88 435.66 371.71 947.14

Note 24: Purchases of stock-in-trade

(Amount in Rupees Lakhs)
Sr. Particulars As at 30th As at 31st As at 31st As at 31st
No. September-2023 March-2023 March-2022 March-2021

Purchases of stock-in-trade - - - -

Total - - - -

Note 25: Changes in inventories of Finished goods & Stock in Trade

(Amount in Rupees Lakhs)
Sr. Particulars As at 30th As at 31st As at 31st As at 31st
No. September-2023 March-2023 March-2022 March-2021

1 Work in progress
Opening Stock 437.93 262.81 262.81 236.81
Less: Closing Stock 587.93 437.93 262.81 262.81
Total -150.00 -175.12 .00 -26.00

Note 26: Employee benefits expense

(Amount in Rupees Lakhs)
Sr. Particulars As at 30th As at 31st As at 31st As at 31st
No. September-2023 March-2023 March-2022 March-2021
1 Salaries, Bonus, PF & ESIC 542.73 942.54 742.44 753.38
2 Directors Remuneration 43.52 84.50 114.58 90.94
3 Office Refreshment .36 1.24 4.01 .89
Expenses
4 Conveyance to Directors .79 .00
5 ESIC 1.57 .00
6 Provident Fund 10.26 19.53 .00
7 Incentive Paid .45 1.52 .00
 8 Gratuity .23 2.63 .00
9 Admin Charges of PF .53 1.06 .00
10 Professional Tax (Director) .09 .00

Total 598.09 1055.48 861.04 845.21

Note 27: Finance costs

(Amount in Rupees Lakhs)
Sr. Particulars As at 30th As at 31st As at 31st As at 31st
No September-2023 March-2023 March-2022 March-2021
1 Bank Interest /Charges / 1.13 3.78 1.54 3.53
Commission
2 Int on car loan new car .00 .00 .18 .41
Allahabad bank

Total 1.13 3.78 1.72 3.94

Note 28: Depreciation and amortisation expense

(Amount in Rupees Lakhs)
Sr. Particulars As at 30th As at 31st As at 31st As at 31st
No September-2023 March-2023 March-2022 March-2021
1 Depreciation and 22.43 49.48 47.04 13.29
amortisation expense
Total 22.43 49.48 47.04 13.29

Note 29: Other expenses

(Amount in Rupees Lakhs)
Sr. Particulars As at 30th As at 31st As at 31st As at 31st
No September-2023 March-2023 March-2022 March-2021
A Administrative Expenses
1 Bad Debts -.11 -25.42 20.58 46.59
2 Consultancy Charges 1.84 .17 158.46 121.23
3 Commission Paid .00 .41 .00 .00
4 Electricity Expenses 6.16 8.92 8.99 7.66
5 Freight Charges .45 .10 .00 .35
6 Interest on .00 .24 4.63 .64
ST,TDS,PT,VAT,LBT
7 Insurance Expenses 3.47 3.18 4.24 5.03
8 Legal exp 1.51 .58 .44 1.16
9 Misc. exp .30 .15 1.06 .50
10 Selling & distribution 1.01 10.40 .00 .00
Expenses
11 Office Expenses 4.50 9.37 15.16 10.27
12 Petrol Exp. .53 1.16 1.07 .47
13 Postage & Courier Expenses .46 .51 .49 .39
14 Printing & Stationery 3.85 2.29 1.58 1.90
Charges
15 Professional Fees 128.36 206.47 1.62 2.69
16 Professional Tax (Employee .04 .15 .00 .03
& Director & PTEC)
17 Gift Expenses .00 .24 .00 .00
18 Rent Paid 15.46 36.30 36.28 33.04
19 Repair & maintanance 10.94 5.05 7.99 1.86
Expenses
20 Security Charges 3.19 6.35 6.47 6.42
22 Audit Fees,legal Fees, ROC .00 1.40 1.39
Charges
23 Telephone Expenses 3.00 5.83 5.47 11.72
24 Tender Fees .54 -1.10 1.40 .85
25 Installation Charges .00 6.25 .00 .00
26 Food Expenses 1.64 4.14 .00 .00
27 Axis bank Credit Card, Pune .00 .36 .00 .00
28 Round Off .00 .00 .00 .00
29 Insurance Renewal .00 .37 .31 .00
30 Service Charges 36.78 11.64 .64 .00
31 NMC Property Tax 1.65 .01 .02 .43
32 water expenses .05 .02 .02 .00
33 Donation .00 1.11 .00 .00
34 Transport & Courier .11 .01 .00 .00
35 Sbi Credit Card .46 1.25 .00 .00
36 Car Insurance .09 1.39 .97 .00
37 Hotel Rent 3.73 7.03 .00 .00
38 Salary Advance .00 .40 .00 .00
39 Travelling & Conveyance 30.32 44.31 46.25 27.77
Expenses
40 DA Expenses 1.55 7.44 .00 .00
41 M VAT Expenses .00 .00 5.04 .00
42 Discount & Sales Promotion .00 .00 9.40 58.34
Expenses
43 Fitting and labour charges .23 .00 .00 .00
44 Medical expenses .02 .00 .00 .73
45 Processing fees .00 .00 .00 .00
46 Other expenses .69 .50 .00 .28
47 Interest on TDS .00 .11 .00 .00
48 Interest on GST .00 .77 .00 .00
Payments to Auditors
1 For Statutory Audit .00 .00 .00 .00
2 For Taxation matters .00 .00 .00 .00
3 For Other Services .00 .00 .00 .00
4 Reimbursement of expenses .00 .00 .00 .00
Total 262.83 359.86 339.96 340.35

Note 30: Exceptional items

(Amount in Rupees Lakhs)
Sr. No. Particulars As at 30th As at 31st As at 31st As at 31st
September-2023 March-2023 March-2022 March-2021

Total - - - -

Note 31: Extra-Ordinary Items

(Amount in Rupees Lakhs)
Sr. No. Particulars As at 30th As at 31st As at 31st As at 31st
September-2023 March-2023 March-2022 March-2021

Total - - -

Note 32: RELATIONSHIP WITH STRUCK OFF COMPANIES

Name of the Stuck Off As at 30th Nature of Balance Relationship if
Company September-2023 Transaction Outstanding any
INVESTMENT IN The Company
SECURITIES does not have
any transaction
with
companies
struck off
under Section
248 of
Companies Act,
2013
RECEIVABLES
PAYABLES
SHARE HELD BY STRUCK
OFF COMPANY
OTHER OUTSTANDING
BALANCE

Note 33: Registration of Charge or Satisfaction with Registrar of Companies

There are no charges or satisfaction thereof pending to be registered beyond the statutory period.

Note 34: Deferred Tax Assets

(Amount in Rupees Lakhs)
Sr. No Particulars As at 30th As at 31st As at 31st As at 31st
September-2023 March-2023 March-2022 March-2021

1 Deferred Tax Asset - - 2.67 -

Total - - 2.67 -
Note 35: Contingent Liability and Commitments
(Amount in Rupees Lakhs)
Sr. No Particulars As at 30th As at 31st As at 31st As at 31st
September-2023 March-2023 March-2022 March-2021
1 GST Liability (Excluding 45.30 - - -
interest)
Total 45.30 - - -

Note 36: VARIOUS RATIOS

Sr. No Ratios As at 31st As at 31st As at 31st As at 31st

September-2023 March-2023 March-2022 March-2021
1 Current Ratio 3.70 Times 3.46 Times 4.07 Times 4.58 Times
2 Debt-Equity Ratio 1.05 Times 0.77 Times 0.85 Times 0.4 Times
3 Debt Service Coverage - - - -
Ratio
4 Return on Equity ratio 14% 7.8% 2.6% 4.2%
5 Inventory Turnover ratio - - - -
6 Trade Receivable turnover 77% 38% 27% 17%
ratio
8 Net Capital Turnover ratio Rs. 3.63 Rs. 4.37 Rs. 3.47 Rs. 4.66
9 Net Profit ratio (Before 52% 24% 10% 12%
tax)
10 Return on Capital 1.92 Times 1.15 Times 0.44 Times 0.60 Times
Employed
11 Return on Investment 1.98 Times 1.11 Times 0.24 Times 0.75 Times
12 Net value of Asset 51% 37% 29.25% 26.66%
13 Return on Networth 27.51% 20.96% 8.81% 15.89%

Related Party Transaction

Related Party Transaction

Sr. No (i) Key Management Personnel & their relative: (ii) Enterprises over which parties
listed in (i) have significant
influence and transactions are
carried out during the year:
1 Mr. Hemant Padmanabh Chafale (Director) Softshell Systems (India) Pvt. Ltd
2 Mr. Hemant Padmanabh Chafale (Director) Shri Renuka Roadlines Prop firm
3 Mr. Hemant Padmanabh Chafale (Partner) Lextech Consultants Pvt. Ltd
(Director Ujwala Borikar)
4 Mr. Unmesh Chafale (Relative of director) Softshell Systems (India) Pvt. Ltd
5 Mr. Unmesh Chafale (Relative of director) Shri Renuka Roadlines Prop firm
6 Mrs. Ujwala Borikar (Relative of director) Lextech Consultants Pvt. Ltd
7 Mr. Mandar Deo (Director)
8 Mr. Herambh Damle (Director)
9 Mr. Anand Kane (Director)
Annexure A: The following transactions were carried out with the related parties in the ordinary course of business:

Sr. RELATIONSHIP Key Management Personnel & Enterprises over which parties listed GRAND TOTAL
No their relatives: in (i) have significant influence and
transactions are carried out during the
year:
NATURE OF TRANSACTIONS Apr'23 2022- 2021- 2020- Apr'23 2022- 2021- 2020-21 Apr'23 2022- 2021- 2020-
to 23 22 21 to 23 22 to 23 22 21
Sept'23 Sept'23 Sept'23
(A) Income
1) Rent Received
Softshell Systems & Software (I) Pvt. Ltd. - - - - - 14.16 16.28 7.08 - 14.16 16.28 7.08

(B) Expense
1) Rent Paid
Lextech Consultants Pvt. Ltd. - - - - - - 24.00 21.24 - - 24.00 21.24

2) Taxi Hiring Charges

Shri Renuka Roadlines - - - - 0.69 1.11 0.73 0.80 0.69 1.11 0.73 0.80

3) Manpower Supply
Softshell Systems & Software (I) Pvt. Ltd. - - - - - 52.33 59.00 84.96 - 52.33 59.00 84.96

4) Purchase of Hardware
Softshell Systems & Software (I) Pvt. Ltd. - - - - - 27.42 17.39 18.29 - 27.42 17.39 18.29

(C) Finance
1) Loan from Director
Mr. Hemant Chafale - - 13.00 13.00 - - - - - - 13.00 13.00

(D) Remuneration
Mr. Hemant Chafale 18.91 26.90 30.00 23.24 23.64 - - - 42.55 - - -
Mr. Heramb Damle 15.91 26.90 30.00 23.24 23.64 - - - 39.55 - - -
Mr. Mandar Deo 15.91 26.90 30.00 23.24 23.64 - - - 39.55 - - -
Mr. Anand Kane 15.91 26.90 28.58 21.24 20.66 - - - 36.57 - - -
Total 66.65 107.60 131.58 90.96 92.26 95.01 117.40 132.37 158.90 95.01 130.40 145.37
 MANAGEMENT’s DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion is intended to convey management’s perspective on our financial condition and results of operations for
the period ended on September 30, 2023 and financial year ended March 31, 2023, 2022 and 2021. One should read the following
discussion and analysis of our financial condition and results of operations in conjunction with our section titled “Financial
Statements” and the chapter titled “Financial Information” on page 223 of the Red Herring Prospectus. This discussion contains
forward-looking statements and reflects our current views with respect to future events and our financial performance and involves
numerous risks and uncertainties, including, but not limited to, those described in the section entitled “Risk Factors” on page 28 of
this Red Herring Prospectus. Actual results could differ materially from those contained in any forward-looking statements and for
further details regarding forward-looking statements, kindly refer the chapter titled “Forward-Looking Statements” on page 17 of
this Red Herring Prospectus. Unless otherwise stated, the financial information of our Company used in this section has been derived
from the Restated Financial Information. Our financial year ends on March 31 of each year. Accordingly, unless otherwise stated,
all references to a particular financial year are to the 12-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to “we”, “us” or “our” refers to Trust Fintech Limited, our
Company. Unless otherwise indicated, financial information included herein are based on our Restated Financial Statements for the
period ended on September 30,2023 and for the financial year ended March 31, 2023, 2022 and 2021 included in this Red Hearing
Prospectus beginning on page 223 of this Red Herring Prospectus.

BUSINESS OVERVIEW

Trust Fintech Limited is a Nagpur based SaaS Product focused company which has carved a niche in providing Core Banking
Software, IT Solutions, ERP Implementation and Customized Software Solutions Development, SAP B1 and Offshore IT services for
the BFSI sector. TFL was founded by Mr. Hemant Chafale, Mr. Heramb Ramkrishna, Mr. Mandar Kishor Deo with a focus on
delivering secured core banking solutions & world-class technology solutions to a virtually integrated banking and financial eco-
system. The company has evolved in the last 25 years and adapted to the technological and market shifts to reach the current
business model and product version. Trust Fintech is consistently expanding its business footprints in India and Globally by adapting
to ever-changing regulatory compliances for the global BFSI sector.

We have invested in developing more than 10+ (ten) banking related products for Commercial and Cooperative Banks and Financial
Institutions, which comprise Core Banking Software, Loan Origination software, GST compliance software, Financial Accounting &
Billing Software, GST Suvidha provider, SAP B1 Services (for Implementation, Support and Add-on Development), Various add-on
modules for Statutory Report Generation, ATM Reconciliation, Anti-Money Laundering, Agency Banking, Mobile Banking leveraging
end to end solutions to address the evolving needs of banking Solutions. All the product solutions are built as per RBI compliance
requirements and the configurable software architect gives the flexibility to incorporate the changes in policy and RBI compliance
upgrades. Also, our Core Banking Product (TrustBankCBS) is flexible enough to customize for the Central Bank requirements, by
customizing this software, we have served this software in India Shri Lanka, Nepal, California, Ghambia, Tanzania, Ghana, Liberia,
Nigeria, Zimbabwe, and few more countries.

Our company is majorly involved in the Implementation, and deployment of Core banking Software i.e. TrustBankCBS or MicroFinS.
TrustBankCBS mainly serves the needs of medium to large banks & financial institutions and MicroFinS serves the needs of Small
& growing Co-operative Societies, SACCOS & similar banking institutions. Our flagship product, TrustBankCBS, is a web-based
software. It is available “on-premises with infrastructure” i.e. it offers the flexibility to the customer to deploy TrustBankCBS on
their own premises with customized infrastructure. Alternatively, it is also available as off-the-shelf banking software solution in a
'Software as a Service' (SaaS) model. This covers bundled solutions of software and hosting infrastructure on a rental basis for those
preferring a hassle-free.

Our organization currently operates through its offices located in Nagpur, Pune, and Mumbai spread across total area of 1064.42
sq. mtr. accommodating a workforce of over 250+ employees. The Nagpur property is currently over utilized and lacks the capacity
to accommodate additional personnel.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR AND STUB PERIOD

As per mutual discussion between the Board of the Company and LM, in the opinion of the Board of the Company there have not
arisen any circumstances since the date of the last financial statements as disclosed in this Red Herring Prospectus and which
materially and adversely affect or is likely to affect within the next twelve months except as follows:

Change in status of the Company from private limited to public limited vide special resolution passed at the Extra-Ordinary General
Meeting held on September 16,2023.

The authorized capital of the Company has been increased from ₹ 6,00,00,000 to ₹ 25,00,00,000 by creation of 1,90,00,000 new
Equity Shares of ₹10 each vide ordinary resolution passed at the Extra-Ordinary General Meeting held on November 15,2023.

Change in name of the Company from Trust Systems and Software (India) limited to Trust Fintech limited vide special resolution
passed at the Extra-Ordinary General Meeting held on November 22 ,2023.

The Board of Directors of our Company have approved raising of funds by way of Initial Public Offering vide its resolution dated
December 01, 2023.

The Board of Directors of our Company have been authorized to raise the funds by way of Initial Public Offering vide special
resolution passed at the Extra-Ordinary General Meeting held on December 23, 2023.

The Shareholders of our Company approved the appointment of Mr. Hemant Chafale as Managing Director in the Extra Ordinary
General Meeting held on December 23, 2023.

The Shareholders of our Company regularized the appointment of Mr. Mandar Deo, Mr. Heramb Damle as Whole Time Director in
the Extra Ordinary General Meeting held on December 23, 2023.

The Shareholders of our Company regularized the appointment of Mr. Anand Kane as Executive Director in the Extra Ordinary
General Meeting held on December 23, 2023.

The Shareholders of our Company regularized the appointment of Mrs. Sandhya Gulhane as Non- Executive Director in the Extra
Ordinary General Meeting held on January 06, 2024.

The Shareholders of our Company regularized the appointment of Mr. Prasad Dongarkar, Mr. Nitin Alshi and Mr. Kapil Dilip
Chandrayan as Non- Executive Independent Director in the Extra Ordinary General Meeting held on January 06, 2024.

The Board of Directors are vested with the power to borrow, pursuant to Section 179(3)(d) of Companies Act 2013. However,
pursuant to Section 180(1)(c) Companies Act, 2013 and the rules made thereunder that any sum or sums of monies, which 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), exceeds the aggregate of the paid-up capital of the Company and free reserve, the approval of
shareholders by way of Special Resolution will be required. The company has passed a special resolution in the Extra-ordinary
General Meeting dated January 06, 2024 for approval of borrowing limits

FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subjected to various risks and uncertainties, including those discussed in the section titled “Risk Factor” beginning
on page 28 of this Red Herring Prospectus. Our results of operations and financial conditions are affected by numerous factors
including the following:-

Macroeconomic factors affecting the operations of the Company

 Changes, if any, in the regulations / regulatory framework / economic policies in India and / or in foreign countries, which
affect national & international finance.
 Fluctuations in exchange rates, potentially impacting profit margins.
 Changes in regulatory requirements for core banking solutions
 Significant developments in India’s economic and fiscal policies;
 Volatility in the Indian and global capital market.
 Evolving regulatory requirements in the banking and IT sectors to ensure compliance and avoid penalties.
 Rapid evolution or ever-changing technology upgradation.
 Microeconomic factors affecting the operations of the Company

 Ability to retain our skilled personnel;

 Performance of Company’s competitors;
 ability to retain existing clients and attract new ones can significantly impact our revenue and market share;
 Monitoring and analyzing the performance of competitors in the market to stay competitive and identify areas for
improvement;
 Constant monitoring of emerging technologies.

DISCUSSION ON RESULT OF OPERATION

Our Significant Accounting Policies

For Significant accounting policies please refer Significant Accounting Policies, under Chapter titled “Financial Statements”
beginning on page 232 of the Red Herring Prospectus.

Overview of Revenue & Expenditure

Our revenue and expenses are reported in the following manner:

Revenues

 Revenue of operations

Our principal component of revenue from operations is generated from sale of TrustBankCBS AMC, TrustBankCBS One time,
TrustBankCBS Rental, Export TrustBankCBS, SAB B1, Soft GST, MicroFins etc.

 Other Income

Our other income mainly comprises of interest income from fixed deposits, discount income, Freight charges.
(Amounts in Lakhs)
Particulars For the period ended March 31,
September 30,2023 2023 2022 2021
Income
Revenue from operations 1882.14 2254.34 1763.25 2394.66
As a % of total Income 99.95% 99.30% 97.96% 99.04%
Other Income 0.99 15.85 36.75 23.28
As a % of Total Income 0.05% 0.70% 2.04% 0.96%
Total Income 1883.13 2270.19 1800.00 2417.94

 Expenditure
Our total expenditure primarily includes cost of material consumed, Employee Benefit Expenses, Finance cost Depreciation &
Amortization expenses and other expenses.

 Cost of Material consumed

Our cost of material includes Software Development i.e. Contract Resources cost.

 Employment Benefit Expenses

Our employee benefit expenses mainly include salaries, bonus, PF & ESIC, Directors Remuneration, Provision for Gratuity and
Contributions to Provident fund, Gratuity, Incentive paid etc.

 Finance Costs
 Our finance costs mainly include Bank interest, Charges and Commission.

 Depreciation
Depreciation includes depreciation and amortization expenses.

 Other Expenses
It includes Professional Fees, consultancy charges, electricity expenses, Insurance expenses, legal expenses, selling & distribution
expenses and office expenses, rent paid, repair & maintenance expense, service charges and travelling & conveyance charges.

RESULTS OF OUR OPERATION

This Page Has been Left Blank Intentionally

 (Amount in Lakhs)

Particulars For the period ended For the period ended March 31,
September 30,2023 2023 2022 2021
INCOME
I. Revenue from Operations 1882.14 2254.34 1763.25 2394.66
As a % of Total Income 99.95% 99.30% 97.96% 99.04%
%Increase/(Decrease) - 27.85% (26.37) % -
II. Other Income 0.99 15.85 36.75 23.28
As a % of Total Income 0.05% 0.70% 2.04% 0.96%
%Increase/(Decrease) - (56.87) % 57.84% -
III Total Income (I+II) 1883.13 2270.19 1800.00 2417.94
%Increase/(Decrease) - 26.12% (25.56) % -
IV EXPENSES
Cost of materials consumed 175.88 435.66 371.71 947.14
As % of Total Income 9.34% 19.19% 20.65% 39.17%
% Increase (Decrease) - 17.20% (60.75) % -
Changes in inventories of Finished (150.00) (175.12 - (26.00)
goods & Stock in Trade
As % of Total Income (7.97) % (7.71) % 0.00% (1.08) %
% Increase (Decrease) - 0.00% (100.00) % -
Employee benefits expense 598.09 1055.48 861.04 845.21
As % of Total Income 31.76% 46.49% 47.84% 34.96%
% Increase (Decrease) - 22.58% 1.87% -
Finance costs 1.13 3.78 1.72 3.94
As % of Total Income 0.06% 0.17% 0.10% 0.16%
% Increase (Decrease) - 119.47% (56.30) % -
Depreciation and amortization expense 22.43 49.48 47.04 13.29
As % of Total Income 1.19% 2.18% 2.61% 0.55%
% Increase (Decrease) - 5.18% 253.94% -
Other expenses 262.83 359.86 339.96 340.35
As % of Total Income 13.96% 15.85% 18.89% 14.08%
% Increase (Decrease) - 5.85% (0.12) % -
Total Expenses: 910.36 1729.14 1621.48 2123.93
As % of Total Income 48.34% 76.17% 90.08% 87.84%
% Increase (Decrease) - 6.64% (23.66) % -
Earnings Before Interest, Tax, 996.34 594.31 227.29 311.24
Depreciation and Amortization
(EBITDA)
As % of Total Income 52.91% 26.18% 12.63% 12.87%
% Increase (Decrease) 161.48% (26.97) %
Earnings Before Interest and Tax 973.90 544.83 180.25 297.95
As % of Total Income 51.72% 24.00% 10.01% 12.32%
% Increase (Decrease) - 202.27% (39.50) % -
Earning Before Exceptional Items and Tax 972.77 541.05 178.53 294.01
As % of Total Income 51.66% 23.83% 9.92% 12.16%
% Increase (Decrease) - 203.06% (39.28) % -
Earning Before Tax 972.77 541.05 178.53 294.01
As % of Total Income 51.66% 23.83% 9.92% 12.16%
% Increase (Decrease) - 203.06% (39.28) % -
Tax Expense: 244.83 138.84 44.87 74.35
As % of Total Income 13.00% 6.12% 2.49% 3.08%
% Increase (Decrease) - 209.42% (39.65) % -
Profit (Loss) for the Period 727.95 402.21 133.66 219.66
As % of Total Income 38.66% 17.72% 7.43% 9.08%
% Increase (Decrease) - 200.93% (39.15) % -
REVIEW OF OPERATIONS FOR THE PERIOD ENDED SEPTEMBER 30, 2023

Income

Our total revenue from operations for the period ended September 30, 2023 was Rs. 1,883.13 Lakhs which is
99.95% of the total revenue and which includes revenue from sale of services and exports sales.

Expenditure

Total Expenditure for the period ended September 30, 2023 was Rs. 910.36 Lakhs which was about 48.34% of the
total revenue and which includes cost of material consumed, Employee Benefit Expenses, Depreciation &
Amortization expenses and other expenses.

Cost of Material consumed

Our cost of material for the period ended September 30, 2023 was Rs. 175.88 Lakhs which was about 9.34% of the
total revenue which include software development i.e. Contract Resources cost.

Changes in inventories of Finished goods & Stock in Trade

Change in inventories of finished goods & stock in trade for the period ended September 30, 2023 was Rs. (150.00) Lakhs
which was about (7.97) %of the total revenue.

Employee Benefit Expense

Our employee benefits expenses for the period ended September 30, 2023 were Rs. 598.09 Lakhs which was about
31.76% of the total revenue and which include salaries, bonus, PF & ESIC, Directors Remuneration, Provision for
Gratuity and Contributions to Provident.

Profit before Interest, Depreciation and Tax

Profit / Loss before Interest, Depreciation and Tax for the period ended September 30, 2023 were Rs. 996.34 Lakhs
which was about 52.91% of the total revenue.

Finance Costs

Our Financial costs for the period ended September 30, 2023 were Rs. 1.13 Lakhs which was about 0.06% of the total revenue
which includes Bank interest/ charges/ commission.

Depreciation and Amortization Expense

Depreciation for the period ended September 30, 2023 were Rs. 22.43 Lakhs which was about 1.19% of the total
revenue and which consists of depreciation and amortization expenses.

Other Expenses

Our other expenses for the period ended September 30, 2023 were Rs. 262.83 Lakhs which was about 13.96% of
the total revenue and which includes Professional Fees, consultancy charges, electricity expenses, Insurance
expenses, legal expenses, selling & distribution expenses and office expenses, rent paid, repair & maintenance
expense, service charges and travelling & conveyance charges.

Net Profit after Tax and Extraordinary items

Net Profit after Tax and Extraordinary items for the period ended September 30, 2023 were Rs. 727.95 Lakhs which was
about 38.66% of the total revenue.
 Rational for Increase in PAT Margins in Stub Period i.e September 30, 2023 from F.Y 2023 to are as follows:

A) We have received good number of orders in March & April 23 which were executed in first half of FY 23-24.

B) The customization for order received from partner Internet soft USA for implementation of CBS in credit union happened
mostly in first half of 23-24. As per milestone completion, customization billing happened in first half of FY 23-24. Our
California USA sales leads to increase in our Global Sales by ₹ 218.12 Lakhs and 102.88% from ₹ 212.02 Lakhs in the fiscal year
ended March 31, 2023 to ₹ 430.14 Lakhs in Stub Period i.e September 30, 2023.
Additionally, Since the development cost for this license is already happened in past, this license sold as a one-time License
which directly increased profit of company by 3 Cr. Additionally company will provide AMC to them with one-time license
fee.

C) As practice following the resources (Salary) cost is booked to intellectual property as capital work in progress in the current
financial year with respect to
 New updates, technology updates in existing TrustBankCBS, MicroFinS.
 Employed additional 30 resources from March to Sept 23 for development of new modules. Salaries of Resources deployed
on design, development of Identified 10 different version / applications carved out of available basic modules.
Accordingly, Company has capitalized the development expenses, i.e salaries of the employees amounting to Rs. 150.00
Lakhs in the Stub period i.e September 30, 2023.

D) Earlier Company have developed data migration tool to migrate old data from legacy software in previous year. By this Issuer
company could complete the entire CBS switch over in three months which earlier took close to 6 months for migration of
legacy system to TrustBankCBS. In the year 2021-22 company have prepared first version of migration tool / utility. In this
further fine tuning such as data integrity check, data type validation, data validation was added so the data checking time by
user is reduced. The Migration tool development which started in 21-22 is now matured and provides more accurate results
with better automation. This has reduced skilled DBA manpower requirements, now any tech support executive with little
knowledge of database can complete migration efficiently there by reducing manpower time and cost which lead to reduction
in migration / implementation / go live time thereby reducing time to go live resulting in reduction in cost of implementation
and increasing profitability.
Overall, these efficiencies in implementation and billing processes contributed to increase in operating margins, thereby
leading to an enhanced PAT margin for the Company.

FISCAL YEAR ENDED MARCH 31, 2023 COMPARED WITH THE FISCAL YEAR ENDED MARCH 31,2022

Income
Total revenue has increased by ₹ 470.19 Lakhs and 27.85%from ₹ 1763.25 Lakhs in the fiscal year ended March 31, 2022 to ₹
2254.34 Lakhs in the fiscal year ended March 31, 2023. The increase in revenue is on account of increase in revenue from
operations and increase in export sales.

In FY22-23, the company has made higher revenue due to various reasons. The first reason was COVID recovery started to
happened in FY23 due to which banks have started placing more orders and company has observed high demand in their
products and services. Secondly, RBI has removed the moratorium and further restriction from the banks which were applied
during covid times. Due to the removal of these restrictions, the ‘CBS’ product of our company has shown good demand and
the implementation rate was very high. Lastly, the company has received its first international order from USA which has
further supported the revenue in FY22-23.

Expenditure

Total Expenditure increased by ₹ 107.66 Lakhs and 6.64%, from ₹ 1,621.48 Lakhs in the fiscal year ended March 31, 2022 to ₹
1,729.14 Lakhs in the fiscal year ended March 31, 2023. Overall expenditure was increased mainly due to increase in the cost
of material Consumed, Employee Benefit Expenses, finance cost and other expenses.

Cost of Material consumed

Our cost of material consumed increased by ₹ 63.95 Lakhs and 17.20% from ₹ 371.71 Lakhs in the fiscal year ended March 31,
2022 to ₹ 435.66 Lakhs in the fiscal year ended March 31, 2023. Cost of material consumed increased on account of increase
in Software development i.e. Contract resources cost.

Changes in inventories of Finished goods & Stock in Trade

Change in inventories of finished goods & stock in trade for the period ended March 31, 2023 was Rs. (175.12) Lakhs
which was about (7.71) %of the total revenue.

Employee Benefit Expense

Employee Benefit Expenses increased by ₹ 194.44 Lakhs and 22.58% from ₹ 861.04 Lakhs in the fiscal year ended March 31,
2022 to ₹ 1,055.48 Lakhs in the fiscal year ended March 31, 2023. Overall employee cost was increased due to increase in
salary, bonus, PF & ESIC, increase in incentives, Gratuity and Admin charges of PF.

Profit before Interest, Depreciation and Tax

Profit / Loss before Interest, Depreciation and Tax has increased by ₹ 367.01 Lakhs and 161.48% from ₹ 227.29 Lakhs in the
fiscal year ended March 31, 2022 to Profit of ₹ 594.31 Lakhs in the fiscal year ended March 31, 2023. Profit before Interest,
Depreciation and Tax was increased due to increase in revenue from operations and increase in profit margins .

Finance Costs

Our finance costs increased by ₹ 2.06 Lakhs and 119.47%from ₹ 1.72 Lakhs in the fiscal year ended March 31, 2022 to ₹ 3.78
Lakhs in the fiscal year ended March 31, 2023. The increase was mainly on account of Bank interest/ charges/ commissions.

Depreciation and Amortization Expense

Depreciation in terms of value increased by ₹ 2.44 Lakhs and 5.18% from ₹ 47.04 Lakhs in the fiscal year ended March 31, 2022
to ₹ 49.48 Lakhs in the fiscal year ended March 31, 2023. Increase in depreciation is due to increase in assets i.e. Property,
plant and equipment, intangible assets under development.

Other Expenses

Other Expense was increased by ₹ 19.9 Lakhs and 5.85% from ₹ 339.96 Lakhs in the fiscal year ended March 31, 2022 to ₹
359.86 Lakhs in the fiscal year ended March 31, 2023. Other expenses increase due to increase in Professional Fees,
consultancy charges, electricity expenses, Insurance expenses, legal expenses, selling & distribution expenses and office
expenses, rent paid, repair & maintenance expense, service charges and travelling & conveyance charges.

Net Profit after Tax and Extraordinary items

Net Profit has increased by ₹ 268.55 Lakhs and 200.93% from 133.66 Lakhs in the fiscal year ended March 31, 2022 to profit
of ₹ 402.21 Lakhs in the fiscal year ended March 31, 2023. Net profit was increased due to increase in revenue from operations.

The major cost for any IT company is ‘Development Cost’ viz Employee Cost. i.e. development of migration tool to transfer old
data from legacy software (legacy software is the software through which our new client was operating before reaching to us)
to our CBS software. We have developed data migration tool to migrate old data from legacy software to our CBS software
which reaped the benefit in this year, as company is able to do initial stage of migration of data in 10 to 15 days compared to
previous i.e 3-4 months (Company is able to do stage 1 Migration in less time out of three stages in total migration) which has
lead to reduction in human resource cost. Further, due to early migration of the client’s data from its erstwhile software
provider to us the billing cycle has been reduced and hence early payment is received by our company.

One of the more reasons in increase in PAT Margin is the decision by the company to capitalize the development expenses, i.e
salaries of the employees amounting to Rs. 175.12 Lakhs in the fiscal year ending on March 31, 2023. In comparison with the
fiscal year ending on March 31, 2022, where no such capitalization of employee salaries occurred. By capitalizing these salaries,
bottom line of the company has been improved.

FISCAL YEAR ENDED MARCH 31, 2022 COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2021

Income

Total revenue has decreased by ₹ 617.94 Lakhs and (25.56) % from ₹ 2417.94 Lakhs in the fiscal year ended March 31, 2021 to
₹ 1800.00 Lakhs in the fiscal year ended March 31, 2022. The increase in revenue due to decrease in Revenue from operations
and decrease in export sales.
In FY22-23, the company has made higher revenue due to various reasons. The first reason was COVID recovery started to
happened in FY23 due to which banks have started placing more orders and company has observed high demand in their
products and services. Secondly, RBI has removed the moratorium and further restriction from the banks which were applied
during covid times. Due to the removal of these restrictions, the ‘CBS’ product of our company has shown good demand and
the implementation rate was very high. Lastly, the company has received its first international order from USA which has
further supported the revenue in FY22-23.

Expenditure

Total Expenditure decreased by ₹ 502.4 Lakhs and (23.66) %, from ₹ 2,123.93 Lakhs in the fiscal year ended March 31, 2021 to
₹ 1,621.48 Lakhs in the fiscal year ended March 31, 2022. Overall expenditure was decreased mainly due to decrease in cost
of material consumed.

Cost of Material consumed

Our cost of material consumed decreased by ₹ 575.42 Lakhs and (60.75) % from ₹ 947.14 Lakhs the fiscal year ended March
31, 2021 to ₹ 371.71 Lakhs in the fiscal year ended March 31, 2022. Cost of material consumed decreased on account of
decrease in Software development i.e. Contract resources cost.

Employee Benefit Expense

Employee Benefit Expenses increased by ₹ 15.83 Lakhs and 1.87% from ₹ 845.21 Lakhs in the fiscal year ended March 31, 2021
to ₹ 861.04 Lakhs in the fiscal year ended March 31, 2022. Overall employee cost was increased due to increase in Director
remuneration and office refreshment expenses.

Profit before Interest, Depreciation and Tax

Profit / Loss before Interest, Depreciation and Tax has decreased by ₹ 83.95 Lakhs and (26.97) % from ₹ 311.2 Lakhs in the
fiscal year ended March 31, 2021 to Profit of ₹ 227.29 Lakhs in the fiscal year ended March 31, 2022. Profit before Interest,
Depreciation items and Tax was decrease due to decrease in revenue from operations.

Finance Costs

Our finance costs decreased by ₹ 2.2 Lakhs and (56.30) %from ₹ 3.94 Lakhs in the fiscal year ended March 31, 2021 to ₹ 1.72
Lakhs in the fiscal year ended March 31, 2022. The decrease was due to decrease in Bank interest/ charges/ commissions.

Depreciation and Amortization Expense

Depreciation in terms of value increased by ₹ 33.75 Lakhs and 253.94 %from ₹ 13.29 Lakhs in the fiscal year ended March 31,
2021 to ₹ 47.04 Lakhs in the fiscal year ended March 31, 2022. Increase in depreciation is due to addition in Property, plant &
equipment.

Other Expenses

Other Expense was decreased by ₹ 0.39 Lakhs and (0.12) % from ₹ 340.35 Lakhs in the fiscal year ended March 31, 2021 to ₹
339.96 Lakhs in the fiscal year ended March 31, 2022. Other expenses decrease due to decrease in Bad debts.

Net Profit after Tax and Extraordinary items

Net Profit has decreased by ₹ (86.00) Lakhs and (39.15) %from ₹ 219.66 Lakhs in the fiscal year ended March 31, 2021 to profit
of ₹ 133.66 Lakhs in the fiscal year ended March 31, 2022. Net profit was decreased due to decrease in Revenue from
operations.

The fluctuation in revenue and PAT in FY 2022 compared to FY 2021 can be attributed to the adverse effects of the COVID-19
pandemic. Most of our customers are Cooperative Banks due to Covid-19 NPA has been increased at Banks and RBI have put
restrictions on cooperative Bank’s purchase decisions, as a result of new orders were not signed during this period. Further
because of moment restrictions till Sept 21 we could not complete onsite implementations for the orders received prior to
COVID. The salary expenses continued to be almost same hence profit margin declined.

INFORMATION REQUIRED AS PER ITEM (II) (C) (I) OF PART A OF SCHEDULE VI TO THE SEBI REGULATIONS:
1. Unusual or infrequent events or transactions

Except as described in this Red Herring Prospectus, during the periods under review there have been no transactions or events,
which in our best judgment, would be considered unusual or infrequent.

2. Significant economic changes that materially affected or are likely to affect income from continuing operations

Other than as described in the section titled “Risk Factors” beginning on page 28 of this Red Herring Prospectus, to our
knowledge there are no known significant economic changes that have or had or are expected to have a material adverse
impact on revenues or income of our Company from continuing operations.

3. Income and Sales on account of major product/main activities.

Income and sales of our Company on account of sale of TrustBankCBS AMC, TrustBankCBS One time, TrustBankCBS Rental,
Export TrustBankCBS, SAB B1, Soft GST, MicroFins.

4. Whether the company has followed any unorthodox procedure for recording sales and revenues

Our Company has not followed any unorthodox procedure for recording sales and revenues.

5. Future changes in relationship between costs and revenues, in case of events such as future increase in employees or
material costs or prices that will cause a material change are known

Our Company’s future costs and revenues can be impacted by an increase in employee costs as the Company looks to hire
talent with new skills and capabilities.

6. Future relationship between Costs and Income

Our Company’s future costs and revenues will be determined by competition, demand/supply situation, Indian Government
Policies, foreign exchange rates and interest rates quoted by banks & others.

7. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products
or services or increased sales prices.

Increases in our revenues are by and large linked to increases in the volume of business.

8. Total turnover of each major industry segment in which the issuer company operates

The Company is operating in IT & CBS Industry. Relevant industry data, as available, has been included in the chapter titled
“Our Industry” beginning on page 123 of this Red Herring Prospectus.

9. Status of any publicly announced new products or business segments

Our Company has not announced any new services and product and segment / scheme, other than disclosure in this Red
Herring Prospectus.

10. The extent to which the business is seasonal

Our Company’s business is not seasonal. However, the business of the Company does depend on country’s economy situation
and inflation.

11. Any significant dependence on a single or few suppliers or customers

Our Company was significantly dependent on top 10 customers. For further details refer the chapter titled “Risk factor” and
“Our Business” on page 30 and 173 of Red Herring Prospectus.

12. Competitive Conditions

We do face normal competition from existing and potential competitors which is common for any business. We have, over a
period of time, developed certain competitive strengths which have been discussed in section titled “Our Business” on page
139 of this Red Herring Prospectus.

The Company is operating in IT & CBS Industry. Relevant industry data, as available, has been included in the chapter titled
“Our Industry” beginning on page 123 of this Red Hearing Prospectus.
 FINANCIAL INDEBTEDNESS

In terms of the Articles of Association of the Company, the Board is authorized to accept deposits from members either in
advance of calls or otherwise, and generally accept deposits, raise loans or borrow or secure the payment of any sum of moneys
to be borrowed together with the moneys already borrowed including acceptance of deposits apart from temporary loans
obtained from the Company‘s Bankers in the ordinary course of business, exceeding the aggregate of the paid-up capital of the
Company and its free reserves (not being reserves set apart for any specific purpose) or upto such amount subject to members
approval from time to time.

Our Company has obtained the necessary consents required under the relevant loan documentation with banks and financial
institutions for undertaking activities, such as change in its capital structure, change in its shareholding pattern and change in
promoter’s shareholding which has a possible change in the management control of our Company.

As on March 31, 2023 our Company has outstanding amount of secured and unsecured borrowings from banks and financial
institutions, bodies corporates and others, for further details refer chapter titled “Restated Financial Information” beginning on
page no. 238 of this Red Herring Prospectus.

Brief summary of financial indebtedness of our company as at September 30, 2023:

(Rs. In Lakhs)
Nature of Borrowing Amount Amount outstanding as on September 30, 2023
Secured Borrowings Nil
Unsecured Borrowings Nil

Details of Secured Borrowings

Name of Lender Nature of the Facility Amount Sanctioned Amount Conditions

(Rs. in Lakhs) Outstanding as
on September
30, 2023
Indian Bank Cash Credit 99.00 0.00 Repayable on Demand Secured
hypothecation of Stock and
Book Debts. Interest Rate
10.40% p.a.

Details of Unsecured Borrowings

Name of Lender Nature of the Facility Amount Sanctioned Amount Outstanding Conditions
as on September 30,
2023 as per books of
account
NIL NIL NIL NIL

(This space left blank intentionally)

 SECTION X - LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Except, as stated in this section and mentioned elsewhere in this Red Herring Prospectus there are no litigations
including, but not limited to suits, criminal proceedings, civil proceedings, actions taken by regulatory or statutory
authorities or legal proceedings, including those for economic offences, tax liabilities, show cause notice or legal notices
pending against our Company, Directors, Promoters, Group Companies or against anyother company or person/s whose
outcomes could have a material adverse effect on the business, operationsor financial position of the Company and
there are no proceedings initiated for economic, civil or any other offences (including past cases where penalties may or
may not have been awarded and irrespective of whetherthey are specified under paragraph (a) of Part I of Schedule V of the
Companies Act, 2013) other than unclaimed liabilities of our Company, and no disciplinary action has been taken by SEBI
or any stock exchange against the Company, Directors, Promoters or Group Companies.

Except as disclosed below there are no:

a) litigation or legal actions, pending or taken, by any Ministry or department of the Government or a statutory authority
against our Promoters during the last five years;
b) direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal
action;
c) pending proceedings initiated against our Company for economic offences;
d) default and non-payment of statutory dues by our Company;
e) inquiries, inspections or investigations initiated or conducted under the Companies Act, 2013 or any previous companies’
law in the last five years against our Company, including fines imposed or compounding of offences done in those five
years;
f) material frauds committed against our Company in the last five years.
g) Pending litigation against the promoter/director in their personal capacities and also involving violation of statutory
regulation or criminal offences.
h) Pending proceeding initiated for economic offences against the director, Promoter, companies and firms promoted by the
promoters.
i) Outstanding litigation, defaults etc. pertaining to matters likely to affect the operations and finances of the company
including disputed tax liability or prosecution under any enactment.

Pursuant to SEBI ICDR Regulations, all other pending litigations except criminal proceedings, statutory or regulatory
actions and taxation matters involving our Company, Promoters, Directors and Group Companies/entities, would be
considered material for the purposes of disclosure if:

a) the monetary amount of the claim made by or against the Company and directors in any such pending litigation is equal
to or in excess of 10% of the consolidated revenue of the Company or 25%of the profits before tax of the Company
(whichever is lower) as per the last audited financial statements of the Company for a complete financial year, as
included in the Offer Documents; or

b) where the decision in one case is likely to affect the decision in similar cases, even though the amount involved in an
individual litigation does not exceed the amount determined as per clause (a) above, and the amount involved in all of
such cases taken together exceeds the amount determined as per clause (a) above; and

c) any such litigation which does not meet the criteria set out in (a) above and an adverse outcome in which would
materially and adversely affect the operations or financial position of the Company.

Accordingly, we have disclosed all outstanding litigations involving our Company, Promoters, Directors and Group
Companies which are considered to be material. In case of pending civil litigation proceedings where inthe monetary
amount involved is not quantifiable, such litigation has been considered material only in the event that the outcome of
such litigation has an adverse effect on the operations or performance of our Company. Unless otherwise stated to
contrary, the information provided is as of date of this Red Herring Prospectus.
1. Litigations Involving Our Company

A. Against Our Company:

Civil Cases: NIL

Criminal Cases: NIL

Other Pending Litigation: NIL

Tax Proceeding:

a) Income Tax

Proceeding(s) under Income Tax Act, 1961

i. For the Assessment year 2018-19, the company received notice dated 10/05/2019 vide communication reference number “CPC/1819/G22/1881548907” from the
Income Tax Department with subject “Communication of proposed adjustment u/s 143(1)(a) of Income Tax Act, 1961” highlighting proposed adjustment of INR
1,24,651 to total income given the “Disallowance of expenditure indicated in the audit report but not taken into account in computing the total income in the return-
143(1)(a)(iv)” and the error description “Any sum received from employees as contribution to any provident fund or superannuation fund or any fund set up under
ESI Act or any other fund for the welfare of employees to the extent not credited to the employees account on or before the due date [36(1)(va)]”. No response to
such notice has been filed by the Company and the current status of such proceeding is pending.

ii. For the Assessment year 2019-20, the company received notice dated 22/01/2020 vide communication reference number “CPC/1920/G22/1967156568” from the
Income Tax Department with subject “Communication of proposed adjustment u/s 143(1)(a) of Income Tax Act, 1961” highlighting proposed adjustment of INR 63,431
to total income given the “Incorrect Claim u/s 143(1)(a)(ii)” and the error description “In Schedule BP, [Link].14. Amounts debited to the profit and loss account, to
the extent disallowable under section 36 (6s of PartA-OI) is not consistent with amount shown in [Link].6.s. Total amount disallowable under section 36 (total of 6a to
6r) of Part-OI”. No response to such notice has been filed by the Company and the current status of such proceeding is pending.

b) GST Liability:

Proceeding(s) under CGST ACT, 2017

 i. For the Financial Year 2017-18, the company received a notice dated 23rd July 2021 in Form GST ASMT-10 vide reference number “ZD270721031294L” from the
Department for intimating discrepancies in the return. Following the said notice, two reminder notices dated 01st November 2021 & 14th December 2021 were issued
to the company vide reference number ZD271121001162B & ZD271221040793L respectively. The company submitted three (3) replies dated 18 th August 2021, 11th
November 2021 and 23rd December 2021 to the said notice vide ARNs ZD270821032366F, ZD2711210106323 and ZD2712210717588 respectively. The department
issued an order in DRC-07 dated 12th December 2023 and as per said order, total amount payable by the Company is Rs. 90,37,470/- inclusive of tax, interest and
penalty. After exchanging further notices and replies between the department and the company, the company preferred an appeal on 06th February 2023 in Form
GST APL-01 against the order dated 12th December 2022 issued by the department in DRC-07 u/s 73(9) read with rule 142 of Maharashtra GST Act. The said appeal
was admitted on 09th February 2023 vide reference number ZD270223018025X. There has been no further development in the said proceeding and the current
status of the proceedings is “Appeal Admitted”.

ii. For the Financial Year 2020-21, the company received a notice u/s 61(1) dated 14th September 2023 in Form GST ASMT-10 vide reference number ZD270923035207C
from the Department for intimating discrepancies in the return and the due date for submitting the reply was 16th October 2023. However, no reply has been
submitted till date by the company. There is no further order issued by the department in the said proceedings.

Statutory/Regulatory Proceeding: NIL

B. By Our Company:

Civil Cases: NIL

Criminal Cases: NIL

Tax Proceeding: NIL

Statutory/Regulatory Proceeding: NIL

2. Litigations Involving Our Promoters/Directors

A. Against our Promoters/Director

Civil Cases: NIL

Criminal Cases: NIL

Tax Proceedings:
 a) Income Tax

Outstanding Demand(s):

Assessment Name of the Assesse Date of Demand Reference No. Accrued Interest Outstanding demand Reasons for Demand Notice Issued
Year Demand and Section Code as per Income Tax
Raised Portal
2009-10 Heramb Ramkrishna 23rd August, 2023200910000058471T Not Quantifiable INR 48,090 The Assessee submitted a response to the
Damle 2023 Till Date outstanding demand with the response
type “Disagree with demand (Either in Full
or Part)”. The AO submitted its response to
the assessee’s reponse with response type
“Demand outstanding is correct and
collectible” on 08th September 2023 and the
current status as available in Income Tax
Login of the Assessee is “Pending Payment”
2009-10 Mandar Kishor Deo 31st May, 2010200910042391251T INR 51,355 INR 70,245 including The Assessee submitted a response to the
2010 interest of INR 51,355 outstanding demand with the response
type “Disagree with demand (Either in Full
or Part)”. The AO submitted its response to
the assessee’s reponse with response type
“Demand outstanding is correct and
collectible” on 24th January 2018 and the
current status as available in Income Tax
Login of the Assesse is “Pending Payment
2010-11 Mandar Kishor Deo 30th March, 2011201010076919942T INR 43,419 INR 78,799 including The Assessee submitted a response to the
2012 interest of INR 43,419 outstanding demand with the response
type “Disagree with demand (Either in Full
or Part)”. The AO submitted its response to
the assessee’s reponse with response type
“Demand outstanding is correct and
collectible” on 24th January 2018 and the
current status as available in Income Tax
 Login of the Assesse is “Pending Payment”

Statutory/Regulatory Proceeding: NIL

Disciplinary action by SEBI or Stock Exchange against our Promoter: NIL

B. By our Promoters/Director

Civil Cases: NIL

Criminal Case: NIL

Tax Proceeding: NIL

Statutory/Regulatory Proceeding: NIL

I. Litigations Involving Our Group entities

A. Against Our Group Entities

Civil Case: NIL

Criminal Case: NIL

Tax Proceeding: NIL

Statutory/Regulatory Proceeding: NIL

B. By our Group Entities:

Civil Cases: NIL

Criminal Cases: NIL

Tax Proceeding: NIL

 Statutory/Regulatory Proceeding: NIL

II. Litigations relating to the Subsidiary Company

A. Against Directors of our Subsidiary Company

Civil Cases: NIL

Criminal Cases: NIL

Tax Proceeding: NIL

Statutory/Regulatory Proceeding: NIL

B. BY Directors of our Subsidiary Company

Civil Cases: NIL

Criminal Cases: NIL

Tax Proceeding: NIL

Statutory/Regulatory Proceeding: NIL

V. Other litigations involving any other entities which may have a material adverse effect on the Company

NIL
 VI. Details of the past penalties imposed on our Company / Directors

As of the date of the report, there are no cases in the last five years in which penalties have been imposed on the
Company or the Directors of the company - NIL as per information provided by management.

VII. Outstanding dues to Creditors

As per the materiality policy of the Company for disclosing outstanding amounts to creditors. Based on the same, as on
September 30, 2023, our Company had outstanding dues to creditors as follows:
(Amount in Lakhs)
Particulars September 30, March 31,2023 March 31,2022 March 31,2021
2023
Trade Payables
Micro, Small and Medium Enterprises* - - - -
Others*
39.23 146.65 180.51 179.90
Total
39.23 146.65 180.51 179.90
* The details pertaining to outstanding dues to the material creditors, along with names and amounts involved for each
such material creditors are available on the website of our Company at [Link].

VIII. Material developments occurring after last balance sheet date, that is September 30, 2023.

Except as disclosed in the section titled “Management‘s Discussion and Analysis of Financial Condition and Results of
Operations” of our Company beginning on page number 256 there have been no material developments that have occurred
after the last Balance sheet date.

We certify that except as stated herein above:

1. The Company, its Promoter, and other Companies with which Promoter are associated have neither been suspended
by SEBI nor has any disciplinary action been taken by SEBI.

2. There is no material regulatory or disciplinary action by a stock exchange or regulatory authority in the past years in
respect of the Promoter of the Company, group company's entities, entities promoted by the Promoter of the
Company.

3. Further, none of the Directors of the Company has been charge sheeted with serious crimes like murder, rape, forgery,
economic offenses, etc.

4. There are no defaults in respect of payment of interest and/or principal to the debenture/bond/fixed deposit holders,
banks, Financial Institutions by the Company, Promoter, group entities, companies promoted by the Promoter during
the past three years.

5. There is no pending litigation against the Promoter/ Directors in their capacities and also involving the violation of
statutory regulations or criminal offenses.

6. There are no pending proceedings initiated for economic offenses against the Directors Promoter, Companies, and
firms promoted by the Promoter.

7. There is no outstanding litigation, defaults, etc. pertaining to matters likely to affect the operations and finances of
the Company including disputed tax liability or prosecution under any enactment.

8. There are no litigations against the Promoter I Directors in their capacity.

9. There are no criminal cases filed or any investigation being undertaken concerning the alleged commission of any
offense by any of the Directors. Further. none of the Directors has been charge-sheeted with serious crimes like
murder, rape, forgery, economic offenses, etc.

This Page left blank intentionally.

 GOVERNMENT AND OTHER APPROVALS

In view of the licenses / permissions / approvals / no-objections / certifications / registrations, (collectively

“Authorisations”) listed below, our Company can undertake this Issue and our current business activities and to the
best of our knowledge, no further approvals from any governmental or regulatory authority or any other entity are
required to undertake this Issue or continue our business activities. Unless otherwise stated, these approvals are all
valid as of the date of this Red Herring Prospectus. It must be distinctly understood that, in granting these approvals,
the GoI, the RBI or any other authority does not take any responsibility for our financial soundness or for the
correctness of any of the statements made or opinions expressed in this behalf. For furtherdetails in connection with
the regulatory and legal framework within which we operate, please refer to the chapter titled “Key Industry
Regulation and Policies” beginning on page 180 of the Red Herring Prospectus.

CORPORATE APPROVALS FOR THIS ISSUE

1. The Board of Directors have, pursuant to resolutions passed at its meeting held on December 01, 2023 has
approved the Issue, subject to the approval by the shareholders of the Company under Section 62(1)(c) of the
Companies Act 2013.

2. The Issue of Equity share has been authorized by a special resolution adopted pursuant to section 62(1)(c) of
the Companies Act 2013, at an Annual General Meeting held on December 23, 2023.

3. Board of Directors has, pursuant to a resolution dated January 30, 2024 and March 19, 2024 authorized our Company
to take necessary action for filing the Draft Red Herring Prospectus and Red Herring Prospectus respectively with
NSE Emerge.

IN- PRINCIPLE APPROVAL

The Company has obtained approval from NSE vide its letter dated March 19, 2024 to use the name of NSE in this
Offerdocument for listing of equity shares on Emerge Platform of NSE. NSE is the Designated Stock Exchange.

AGREEMENTS WITH NSDL AND CDSL

1. The Company has entered into an agreement dated January 15, 2024 with the Central Depository Services
(India) Limited (CDSL), and the Registrar and Share Transfer Agent, who, in this case, is Bigshare Services
Private Limited for the dematerialization of its shares.

2. The Company has also entered into an agreement dated January 17, 2024 with the National Securities
Depository Limited (NSDL), and the Registrar and Share Transfer Agent, who, in this case, is Bigshare Services
Private Limited for the dematerialization of its shares.

3. The Company’s International Securities Identification Number (ISIN) is INE0SWN01019.

INCORPORATION DETAILS OF OUR COMPANY

S.N. Authorisation Granted Issuing CIN/Registration No. Date of Issue Valid

Authority upto
Certificate of Incorporation in ROC,
1. the name of ― “Trust Systems Mumbai U72100MH1998PTC117470 15-12- 1998 Perpetual
and Software (India) Private
Limited”
2. Fresh Certificate of ROC,
Incorporation for conversion Mumbai U72100MH1998PLC117470 Perpetual
 from Private to Public company 14-10-2023
in the name of “Trust Systems
and Software (India) Limited”
3. Certificate of incorporation for ROC,
change in name of company Mumbai U72100MH1998PLC117470 14-12-2023 Perpetual
from “Trust Systems and
Software (India) Private
Limited” to “Trust Fintech
Limited”.

TAX RELATED AUTHORISATIONS

Authorization Issuing Authority Registration Date of Validity

[Link]. granted No./Reference Issue
No./License No.
1. Permanent Income Tax AABCT1859L 15/12/1998 Perpetual
Account Number Department, GoI
(PAN)
2. Tax Deduction Income Tax NGPT00897B 15/12/1998 Perpetual
Account Number Department, GoI
(TAN)
3. GST Registration Central Board of 27AABCT1859L1ZY 28/10/2017 Perpetual
Certificate Indirect Taxes

Professional Tax Profession Tax 27750007053C 1/11/2023 Perpetual

4. Certificate under State Department,
Business, Trade,
Business &
Employment Tax Act,
1976

GENERAL APPROVALS

Sr. No. Authorization Issuing Authority Registration No./ Date of Issue Valid Upto
Granted Reference No. / License
No.
1. Importer-Exporter Directorate 0300025319 10/08/2000 Perpetual
Code (IEC code) General of
Foreign Trade,
Ministry of
Commerce and
Industry
2. Micro, Small and Ministry of Micro, UDYAM-MH-20-0033382 02/06/2021 Perpetual
Medium Small and
Enterprises Medium
Enterprises
3. Maharashtra Deputy 2310200318215320 30/06/2017 Perpetual
Shops and Commissioner,
Establishment Labour
(Regulation of Department,
Employment and Mumbai
Conditions of
Services) Act,2018
 4. Registration under Employees NGNAG0062863000 31/03/2015 Perpetual
Employees Provident Fund
Provident Fund Organization
and Miscellaneous
Act, 1952
5. Maharashtra Additional 2452300318451356 14/12/2023 Perpetual
Shops and Commissioner of
Establishment Labour, Nagpur
(Regulation of
Employment and
Conditions of
Services) Act,2018
6. Maharashtra Deputy 2331000318200787 09/12/2017 Perpetual
Shops and Commissioner of
Establishment Labour, Pune
(Regulation of
Employment and
Conditions of
Services) Act,2018
7.

Sr. No. Authorization Issuing Authority Registration No./ Valid Upto

Granted Reference No. /
License No.
1. Registration Sub-Regional Office, Employees State 23000044050000911 Perpetual
under Employees Insurance Corporation, Government
State Insurance of Maharshtra
Act, 1948

BUSINESS RELATED CERTIFICATIONS

Our Company has received the following significant government and other approvals pertaining to our business:

Sr. Authorization granted Issuing Authority Registration No. / Reference Date of Issue Valid Upto
No. No. /License No.
1. NSIC Certificate The National Small NSIC/GP/NAG/2017/53246 06/06/2023 05/06/2025
Industries Corporation
Limited
2. Software Technology Ministry of Electronics and STPIM/NAG/ESG/NSTP/Reg./2 24/02/2017 23/02/2026
Parks of India Information Technology 016-17/370

3. CMMI Maturity Level UK Certification & UQ-2021053129 31/05/2021 30/05/2024

5 Inspection Ltd
4. ISO 9001:2015 DQS Inc. 20005032 QM15 02/12/2021 08/10/2024

5. ISO 27001:2013 TNV Systems Certification 200208059101 06/02/2023 07/02/2026

P Ltd.
6. Legal Entities Legal Entity Identifier 98450041B3B5BDD96A07 17/01/2024 17/01/2025
Identifier Certificate India Ltd
INTELLECTUAL PROPERTY

Our Company has the following registered trademarks:

[Link] Original Trademark Name Registration No. Application No. Class Current Status
1.
- 3734631 42 Objected

2.
- 1463843 42 Registered*

3. - 6329092 Under Applied

class
9

4. - 6329093 Under Applied

class
35

*This trademark has been used since 15/12/1998 and valid upto 23/06/2016

[Link] Original Copyright Name Registration No. Application No. Class Current Status

1. “TRUST BANK CBS” L-51512/2013 - - Approval

Received

2. “TRUST BANK SOFTWARE” SW-3244/2006 - - Approval

Received

3. “MICROFINS” L-51513/2013 - - Approval

Received

4. “POWER PLANT MONITORING SYSTEM SW-3420/2007 - - Approval

(PPMS)” Received

5. - 6329089 Under Applied

class
9

6. - 6329090 Under Applied

class
9
 7. - 6329091 Under Applied
class
9

8. - 6329092 Under Applied

class
9

Note- The given Intellectual Property details belongs to the Copyright.

The Details of Domain Names Registered in the Name of the Company:

Registrant Name and Registrant Registration

Sr. No. Domain Name
Organization Expiry Date
[Link] Quantum Link Communications 26th April, 2024
1.
Pvt. Ltd

APPLIED FOR GOVERNMENT APPROVALS;

Sr. No. Authorization granted Issuing Authority Application No. / Reference No. Status and Date of
Application
1. Registration certificate Department of Labour, Maitri24ZK9049F 11/01/2024
under Contract Labor Govt. of Maharashtra (Under Process)
(Regulation & Abolition)
Act, 1970

Material Licenses/approvals for which our Company yet to apply / Statutory Approvals/Licenses for the respective units-
NIL, henceforth company does not required to apply for Government/Statutory Approvals/Licenses for the current
establishment.

Material licenses/approvals for which our Company is yet to apply / Statutory Approvals/Licenses required for the
proposed expansion are as follows: -

Our company required to get government approval/licenses for the establishment of units in the Mihan Special Economic
Zone (SEZ) and the same will apply for government approval using the single-window clearing system. Therefore, the MIDC
website will be used to apply for all requisite permissions, ensuring an efficient approval process.

Material Approvals/ Licenses required Expected Month of

Application Approval
Land Acquisition Completion
2. Final Allotment letter and Execution of Lease agreement December 23 March 24
While construction of civil works
2. (a) Plan Layout-Drawing Approval-Local office - MIHAN March 24 March 24

(b) Construction permission – MIHAN March 24 April 24

On Arrangement of Power, Water, Drainage Connection
3. Temporary connection from Mihan for Power, Water, April 24 April 24
Drainage Connection
On installation of Hardware and Commencement of Operational Deployment
 4. (a) Consent of Establishment March 25 April 25
(b) Consent to Operate
Note- The government approvals/licenses may vary according to the requirements of industry

IT MUST, HOWEVER BE, DISTINCTLY UNDERSTOOD THAT IN GRANTING THE ABOVE-MENTIONED APPROVALS, THE
CENTRAL GOVERNMENT, STATE GOVERNMENT, RBI AND OTHER AUTHORITIES DO NOT TAKE ANY RESPONSIBILITY FOR
THE FINANCIAL SOUNDNESS OF THE COMPANY OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS.
 SECTION XI – OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

 This Issue has been authorised by a resolution passed by our Board of Directors at its meeting held on December 01,
2023.

 The Shareholders of our Company have authorised this Issue by their Special Resolution passed pursuant to Section
62(1(c) of the Companies Act, 2013, at its AGM held on December 23, 2023 and authorized the Board to take decisions
in relation to this Issue.

 The Company has obtained approval from NSE vide its letter dated March 19, 2024 to use the name of NSE in this
Offer document for listing of equity shares on Emerge Platform of NSE. NSE is the Designated Stock Exchange.

 Our Board has approved the Draft Red Herring Prospectus through its resolution dated January 30, 2024.

We have also obtained all necessary contractual approvals required for this Issue. For further details, refer to the chapter
titled “Government and Other Approvals” beginning on page no 276 of this Red Herring Prospectus.

Prohibition by SEBI, RBI or other Governmental Authorities

 Our Company, our Promoter, our Directors and our Promoter Group, have not been prohibited from accessing or
operating in capital markets under any order or direction passed by SEBI or any other regulatory or Governmental
Authority.

 The Companies with which our Promoter, our directors or persons in control of our Company are/ were associated as
promoter, directors or persons in control have not been prohibited from accessing or operating in capital markets
under any order or direction passed by SEBI or any other regulatory or Governmental Authority.

 None of our Directors are in any manner associated with the securities market. Also, there has been no action taken
by SEBI against any of our directors or any entity our directors are associated with as directors in the past five years.

 Neither of our Promoter nor any of our directors is declared as Fugitive Economic Offender.

 Neither our Company, nor our Promoter, or the relatives (as defined under the Companies Act) of our Promoter or
Group Entities have been identified as wilful defaulters by the RBI or any other governmental authority.

 There are no violations of securities laws committed by them in the past or no proceedings thereof are pending against
them.

Compliance with the Companies (Significant Beneficial Ownership) Rules, 2018

Our Company, Promoter, promoter group are in compliance with the Companies (Significant Beneficial Ownership) Rules,
2018 (SBO Rules), and the General Circular No. 07/2018 dated September 06, 2018 and General Circular No. 08/2018 dated
September 10, 2018 issued by the Ministry of Corporate Affairs, to the extent they are applicable on our Company, as on
the date of filing of this Red Herring Prospectus.

Eligibility for this Issue

Our Company is not ineligible in terms of Regulations 228 of SEBI ICDR Regulations for this Issue as:
  Neither our company, nor any of its promoters, promoter group or directors are debarred from accessing the capital
market by the Board.
 Neither our promoters, nor any directors of our company are a promoter or director of any other company which is
debarred from accessing the capital market by the Board
 Neither our Company, nor our Promoters or our directors, is a Willful Defaulter or a fraudulent borrower.
 Neither our Promoters nor any of our directors is declared as Fugitive Economic Offender.

Our Company is eligible for the Issue in accordance with Regulation 229(2) and other provisions of Chapter IX of the SEBI
(ICDR) Regulations 2018, as we are an Issuer whose post issue face value paid-up capital will be more than ₹ 1,000 Lakh,
and can issue Equity Shares to the public and propose to list the same on the Emerge Platform of NSE Limited.

We confirm that:

 In accordance with Regulation 260 of the SEBI (ICDR) Regulations, this Issue will be hundred percent underwritten and
that the Book Running Lead Manager to the Offer will underwrite at least 15% of the Total Issue Size. For further
details pertaining to said underwriting please refer to “General Information” on page 55 of this Red Herring
Prospectus.

 In accordance with Regulation 268 of the SEBI (ICDR) Regulations, we shall ensure that the total number of proposed
Allottee’s in the issue shall be greater than or equal to fifty (50), otherwise, the entire application money will be
refunded within 4 (Four) days of such intimation. If such money is not repaid within 4 (Four) days from the date our
Company becomes liable to repay it, then our Company and every officer in default shall, on and from expiry of 4
(Four) days, be liable to repay such application money, with interest at the rate 15% per annum. Further, in accordance
with Section 40 of the Companies Act, 2013, the Company and each officer in default may be punishable with fine
and/or imprisonment in such a case.

 In accordance with Regulation 246 of the SEBI (ICDR) Regulations, the Book Running Lead Manager shall ensure that
the Issuer shall file a copy of the Red Herring Prospectus/Prospectus with SEBI along with a due diligence certificate
including additional confirmations as required to SEBI at the time of filing the Red Herring Prospectus/Prospectus with
the Registrar of Companies.

However, as per Regulation 246 (2) of the SEBI (ICDR) Regulations, 2018, the SEBI shall not issue any observation on
the offer document.

Further, in terms of Regulation 246 (4) of the SEBI (ICDR) Regulations, 2018 the prospectus will be displayed from the
date of filling in terms of sub-regulation (1) on the website of the SEBI, the Book Running Lead Manager and the NSE.

 In accordance with Regulation 261 of the SEBI (ICDR) Regulations, the Lead Manager will ensure compulsory Market
Making for a minimum period of three (3) years from the date of listing of equity shares offered in this Issue. For
further details of market making arrangement, please refer to the section titled “General Information” on page 60 of
this Red Herring Prospectus.

 In accordance with Regulation 230 (1) (a) of the SEBI (ICDR) Regulations, Application is being made to NSE Limited and
NSE Limited is the Designated Stock Exchange.

 In accordance with Regulation 230 (1) (b) of the SEBI (ICDR) Regulations, the Company has entered into agreement
with depositories for dematerialisation of specified securities already issued and proposed to be issued. For more
details please refer page 276 of this Red Herring Prospectus.

 In accordance with Regulation 230 (1) (c) of the SEBI (ICDR) Regulations, all the present Equity share Capital fully Paid
Up.
  In accordance with Regulation 230 (1) (d) of the SEBI (ICDR) Regulations, all the specified securities held by the
promoters are already in dematerialised form.

NSE ELIGIBILITY NORMS

1. The Company has been incorporated under the Companies Act, 1956/ 2013 in India

Our Company was incorporated on December 15, 1998 under the Companies Act, 1956.

2. The post issue paid up capital of the Company (face value) will not be more than ₹ 2,500.00 Lakh.

Particulars Present Issued Capital Proposed IPO Post IPO Issued Capital
(Fresh Equity Shares) (assumed)
No. of Equity Shares 1,75,43,200 62,82,000 2,38,25,200
Face Value (In Rs.) ₹ 10/- each ₹ 10/- each ₹ 10/- each
Paid-up Value (In Rs.) 17,54,32,000 6,28,20,000 23,82,52,000
Hence, our Post Issue Paid up Share Capital will be ₹ 23.82 crores which is less than 25 crores.

3. Positive Net worth

Net worth of the Company as on September 30, 2023 is ₹ 3,446.55 Lakhs.

4. Track record

A. The company should have a (combined) track record of at least 3 years.

Our Company got incorporated on December 15, 1998 therefore our company satisfies the track record criteria of 3 years.

B. The Company should have operating profit (earnings before depreciation and tax) from operations for at least 2 out
of 3 financial years preceding the application and its net worth is positive.
(Rs. In Lakhs)
Particulars As on As on March 31, As on March 31, As on March 31,
September 2023 2022 2021
30,2023
Operating profit (earnings before 996.33 594.31 227.29 311.24
interest, depreciation* and tax)
*Including amortization
(Rs. In Lakhs)
Particulars As on September As on March 31, As on March 31, As on March
30, 2023 2023 2022 31, 2021
Share Capital 518.49 518.49 518.49 518.49
Add: Reserves and Surplus 2928.06 2200.11 997.90 864.25
Net Worth 3446.55 2718.60 1516.39 1382.73

Net worth includes Share Capital and Reserves (excluding revaluation reserves), Miscellaneous Expenditure not
written-off, if any & Debit Balances of Profit and Loss Account not written-off, if any).
 5. Other Requirements

 Issuer seeking listing shall ensure that none of the merchant bankers involved in the IPO should have instances
of any of their IPO draft offer document filed with the Exchange being returned in the past 6 months from the
date of application - Not Applicable, The Issuer Company is applying for the first time for In Principal Approval.

 It is mandatory for the company to have a website

The Company has a website – [Link]

 It is mandatory for the company to facilitate trading in demat securities and enter into an agreement with both
the depositories.

To facilitate trading in demat securities; the Company had signed the following tripartite agreements with the
Depositories and the Registrar and Share Transfer Agent:

Tripartite agreement dated January 17, 2024 with NSDL, our Company and Registrar and Share Transfer Agent;
Tripartite agreement dated January 15, 2024 with CDSL, our Company and Registrar and Share Transfer Agent.

The Company’s shares bear an ISIN: INE0SWN01019

 There should not be any change in the Promoters of the company in preceding one year from date of filing the
application to NSE for listing under SME segment.

 None of our Promoters or Directors has been declared as fugitive economic offender under Economic Offenders
Act, 2018.

 Further, except as mentioned in this Section titled “Outstanding Litigation and Material Developments” on page
268 there has been no violation of any Securities Law committed by any of them in the past and no such
proceedings are currently pending against any of them.

6. Disclosure

1. The Company has not been referred to Board for Industrial and Financial Reconstruction and No proceedings have
been admitted under Insolvency and Bankruptcy Code against the issuer and Promoting companies

2. No petition for winding up is admitted by the NCLT or court.

3. No material regulatory or disciplinary action has been taken by any stock exchange or regulatory authority in the
past three years against the company.

7. Rejection of Colling Off Period

The application of the applicant company should not have been rejected by the Exchange in last 6 complete months.
– Not Applicable, The Issuer Company is applying for the first time for In Principal Approval.

We further confirm that we shall be complying with all the other requirements as laid down for such an issue under
Chapter IX of SEBI (ICDR) Regulations and subsequent circulars and guidelines issued by SEBI and the Stock Exchange.
None of our Company, Promoters or Directors have been declared as a fraudulent borrower by any bank, financial
institution or lending consortium, in accordance with the ‘Master Directions on Fraud- Classification and Reporting by
commercial banks and select FIs’ dated July 1, 2016, as updated, issued bythe RBI.

We further confirm that we shall be complying with all the other requirements as laid down for such an issue under
Chapter IX of SEBI (ICDR) Regulations 2018, as amended from time to time and subsequent circulars and guidelines issued
by SEBI and the Stock Exchange.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE OFFER DOCUMENT TO THE SECURITIES AND EXCHANGE
BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR
APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME
OR THE PROJECT FOR WHICH THIS OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS
MADE OR OPINIONS EXPRESSED IN THE PROSPECTUS. THE BOOK RUNNING LEAD MANAGER, CORPORATE
CAPITALVENTURES PRIVATE LIMITED, HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE PROSPECTUS ARE
GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE
INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE
CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE OFFER DOCUMENT, THE BOOK
RUNNING LEAD MANAGER, CORPORATE CAPITALVENTURES PRIVATE LIMITED, IS EXPECTED TO EXERCISE DUE DILIGENCE
TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS
PURPOSE, THE BOOK RUNNING LEAD MANAGER, CORPORATE CAPITALVENTURES PRIVATE LIMITED, SHALL FURNISH TO
SEBI A DUE DILIGENCE CERTIFICATE DATED MARCH 19, 2024 IN THE FORMAT PRESCRIBED UNDER SCHEDULE V OF THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF SECURITIES AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2018.

THE FILING OF THIS OFFER DOCUMENT 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 PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY
POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN THE OFFER DOCUMENT.

THE DUE DILIGENCE CERTIFICATE TO BE SUBMITTED AS PER FORM A OF SCHEDULE V INCLUDING ADDITIONAL
CONFIRMATION AS PROVIDED IN FORM G OF SCHEDULE V IS PRODUCED AS UNDER:

WE, THE LEAD MERCHANT BANKER TO THE ABOVE-MENTIONED FORTHCOMING ISSUE, STATE AND CONFIRM AS
FOLLOWS:

1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION, INCLUDING

COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS, ETC. AND OTHER MATERIAL WHILE
FINALISATION OF THE RED HERRING PROSPECTUS PERTAINING TO THE SAID ISSUE;

2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE ISSUER, ITS DIRECTORS AND OTHER
OFFICERS, OTHER AGENCIES, AND INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS
OF THE ISSUE, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHER PAPERS FURNISHED
BY THE ISSUER, WE CONFIRM THAT:

A. THE RED HERRING PROSPECTUS FILED WITH THE EXCHANGE/BOARD IS IN CONFORMITY WITH THE
DOCUMENTS, MATERIALS AND PAPERS WHICH ARE MATERIAL TO THE ISSUE;
 B. ALL MATERIAL LEGAL REQUIREMENTS RELATING TO THE ISSUE AS SPECIFIED BY THE BOARD, THE CENTRAL
GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH;
AND

C. THE MATERIAL DISCLOSURES MADE IN THE RED HERRING PROSPECTUS ARE TRUE, FAIR AND ADEQUATE TO
ENABLE THE INVESTORS TO MAKE A WELL-INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED
ISSUE AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT,
2013, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018 AND OTHER APPLICABLE LEGAL REQUIREMENTS.

3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE RED HERRING PROSPECTUS
ARE REGISTERED WITH THE BOARD AND THAT TILL DATE SUCH REGISTRATION IS VALID.

4. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO FULFILL THEIR
UNDERWRITING COMMITMENTS.

5. WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTERS HAS BEEN OBTAINED FOR INCLUSION OF THEIR
SPECIFIED SECURITIES AS PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN AND THE SPECIFIED
SECURITIES PROPOSED TO FORM PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE
DISPOSED / SOLD / TRANSFERRED BY THE PROMOTER DURING THE PERIOD STARTING FROM THE DATE OF FILING
THE RED HERRING PROSPECTUS WITH THE BOARD/EXCHANGE TILL THE DATE OF COMMENCEMENT OF LOCK-IN
PERIOD AS STATED IN THE RED HERRING PROSPECTUS.

6. WE CERTIFY THAT ALL APPLICABLE PROVISION OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, WHICH RELATES TO SPECIFIED SECURITIES
INELIGIBLE FOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS BEEN AND SHALL BE DULY COMPLIED WITH
AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION HAVE BEEN MADE IN THE RED
HERRING PROSPECTUS.

7. WE UNDERTAKE THAT ALL APPLICABLE PROVISION OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE
OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 WHICH RELATE TO RECEIPT OF PROMOTERS
CONTRIBUTION PRIOR TO OPENING OF THE ISSUE SHALL BE COMPLIED WITH. WE CONFIRM THAT
ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE RECEIVED AT LEAST
ONE DAY BEFORE THE OPENING OF THE ISSUE AND THAT AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY
SUBMITTED TO THE BOARD/EXCHANGE. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO
ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED
COMMERCIAL BANK AND SHALL BE RELEASED TO THE ISSUER ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE.
– NOT APPLICABLE

8. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE MONEYS RECEIVED
PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK ACCOUNT AS PER THE PROVISIONS OF SUB-SECTION (3)
OF SECTION 40 OF THE COMPANIES ACT, 2013 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK
ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGE MENTIONED IN THE RED HERRING
PROSPECTUS. WE FURTHER CONFIRM THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE
ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS CONDITION –NOTED FOR COMPLIANCE
9. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH THE FUNDS ARE BEING RAISED IN THE
PRESENT ISSUE FALL WITHIN THE ‘MAIN OBJECTS’ LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF
ASSOCIATION OR OTHER CHARTER OF THE ISSUER AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT
UNTIL NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION.
 10. WE CERTIFY THAT ALL THE SHARES SHALL BE ISSUED IN DEMATERIALIZED FORM IN COMPLIANCE WITH THE
PROVISIONS OF SECTION 29 OF THE COMPANIES ACT, 2013 AND THE DEPOSITORIES ACT, 1996, AND THE
REGULATIONS MADE THEREUNDER.

11. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 HAVE BEEN MADE IN ADDITION
TO DISCLOSURES WHICH, IN OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A WELL-
INFORMED DECISION.

12. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE RED HERRING PROSPECTUS:

A. AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE SHALL BE ONLY ONE DENOMINATION
FOR THE EQUITY SHARES OF THE ISSUER AND

B. AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH DISCLOSURE AND ACCOUNTING
NORMS SPECIFIED BY THE BOARD FROM TIME TO TIME.

13. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT IN TERMS OF THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018.

14. WE ENCLOSE A NOTE EXPLAINING THE PROCESS OF DUE DILIGENCE THAT HAS BEEN EXERCISED BY US INCLUDING
IN RELATION TO THE BUSINESS OF THE ISSUER, THE RISK IN RELATION TO THE BUSINESS, EXPERIENCE OF THE
PROMOTERS AND THAT THE RELATED PARTY TRANSACTION ENTERED INTO FOR THE PERIOD DISCLOSED IN THE
RED HERRING PROSPECTUS HAVE BEEN ENTERED INTO BY THE ISSUER IN ACCORDANCE WITH APPLICABLE LAWS.

15. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH THE APPLICABLE PROVISIONS OF
THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018, CONTAINING DETAILS SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS OF
COMPLIANCE WHERE THE REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY.

16. WE ENCLOSE STATEMENT ON ‘PRICE INFORMATION OF PAST ISSUES HANDLED BY MERCHANT BANKER BELOW
(WHO ARE RESPONSIBLE FOR PRICING THIS ISSUE)’, AS PER FORMAT SPECIFIED BY SEBI THROUGH CIRCULAR NO.
CIR/CFD/DIL/7/2015 DATED OCTOBER 30, 2015.

ADDITIONAL CONFIRMATIONS/CERTIFICATION TO BE GIVEN BY MERCHANT BANKER IN DUE DILIGENCE CERTIFICATE TO

BE GIVEN ALONG WITH ISSUE DOCUMENT REGARDING EMERGE PLATFORM OF NSE.

(1) WE CONFIRM THAT NONE OF THE INTERMEDIARIES NAMED IN THE RED HERRING PROSPECTUS HAVE BEEN DEBARRED
FROM FUNCTIONING BY ANY REGULATORY AUTHORITY.

(2) WE CONFIRM THAT ALL THE MATERIAL DISCLOSURES IN RESPECT OF THE ISSUER HAVE BEEN MADE IN RED HERRING
PROSPECTUS AND CERTIFY THAT ANY MATERIAL DEVELOPMENT IN THE ISSUER OR RELATING TO THE ISSUE UP TO THE
COMMENCEMENT OF LISTING AND TRADING OF THE SPECIFIED SECURITIES ISSUED THROUGH THIS ISSUE SHALL BE
INFORMED THROUGH PUBLIC NOTICES/ADVERTISEMENTS IN ALL THOSE NEWSPAPERS IN WHICH PRE-ISSUE
ADVERTISEMENT AND ADVERTISEMENT FOR OPENING OR CLOSURE OF THE ISSUE HAVE BEEN GIVEN.

(3) WE CONFIRM THAT THE ABRIDGED RED HERRING PROSPECTUS CONTAINS ALL THE DISCLOSURES AS SPECIFIED IN THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2018 -
(4) WE CONFIRM THAT AGREEMENTS HAVE BEEN ENTERED INTO WITH THE DEPOSITORIES FOR DEMATERIALISATION OF
THE SPECIFIED SECURITIES OF THE ISSUER.

(5) THE ISSUER HAS REDRESSED AT LEAST NINETY-FIVE PER CENT OF THE COMPLAINTS RECEIVED FROM THE INVESTORS
TILL THE END OF THE QUARTER IMMEDIATELY PRECEDING THE MONTH OF FILING OF THE OFFER DOCUMENT WITH
THE REGISTRAR OF COMPANIES. - NOT APPLICABLE.

(6) WE CONFIRM THAT UNDERWRITING AND MARKET MAKING ARRANGEMENTS AS PER REQUIREMENTS OF
REGULATION 261 AND 262 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018 HAVE BEEN MADE-.

DISCLAIMER STATEMENT FROM OUR COMPANY AND THE BOOK RUNNING LEAD MANAGER

Our Company, its Directors and the Book Running Lead Manager accept no responsibility for statements made otherwise
than in this Red Herring Prospectus or in the advertisements or any other material issued by or at instance of our Company
and anyone placing reliance on any other source of information, including our website [Link] would
be doing so at his or her own risk.

Caution

The Book Running Lead Manager accepts no responsibility, save to the limited extent as provided in the Agreement for
Issue management, the Underwriting Agreement and the Market Making Agreement. Our Company, our Directors and the
Book Running Lead Manager shall make all information available to the public and investors at large and no selective or
additional information would be available for a section of the investors in any manner whatsoever including at road show
presentations, in research or sales reports or at collection centers, etc. The Book Running Lead Manager and its associates
and affiliates may engage in transactions with and perform services for, our Company and their respective associates in the
ordinary course of business & have engaged, and may in future engage in the provision of financial services for which they
have received, and may in future receive, compensation.

Investors who apply in this Issue will be required to confirm and will be deemed to have represented to our Company and
the Underwriter and their respective directors, officers, agents, affiliates and representatives that they are eligible under
all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares and will not offer, sell, pledge or
transfer the Equity Shares to any person who is not eligible under applicable laws, rules, regulations, guidelines and
approvals to acquire Equity Shares of our Company. Our Company and the Book Running Lead Manager and their respective
directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any investor on
whether such investor is eligible to acquire Equity Shares.

Price Information and the track record of the past Issues handled by the Book Running Lead Manager

For details regarding the price information and the track record of the past Issues handled by the Book Running Lead
Manager to the Issue as specified in Circular reference no. CIR/CFD/DIL/7/2015 dated October 30, 2015, issued by the SEBI,
please refer to Disclosure of price information of latest ten issues handled by Corporate CapitalVentures Private Limited at
page no 293 of this Red Herring Prospectus and the website of the Book Running Lead Manager at
[Link]

DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is being made in India to persons resident in India including Indian nationals resident in India who are not minors,
HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in
shares, Mutual Funds, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to
RBI permission), or trusts under applicable trust law and who are authorized under their constitution to hold and invest in
shares, public financial institutions as specified in Section 2(72) of the Companies Act, VCFs, state industrial development
corporations, insurance companies registered with Insurance Regulatory and Development Authority, provident funds
(subject to applicable law) with minimum corpus of ₹ 2,500 Lakh, pension funds with minimum corpus of ₹ 2,500 Lakh and
the National Investment Fund, and permitted non-residents including FPIs, Eligible NRIs, multilateral and bilateral
development financial institutions, FVCIs and eligible foreign investors, provided that they are eligible under all applicable
laws and regulations to hold Equity Shares of the Company. The Prospectus does not, however, constitute an invitation to
purchase shares offered hereby in any jurisdiction other than India to any person to whom it is unlawful to make an offer
or invitation in such jurisdiction. Any person into whose possession this Red Herring Prospectus comes is required to inform
him or herself about, and to observe, any such restrictions. Any dispute arising out of this Issue will be subject to the
jurisdiction of appropriate court(s)in Delhi only. No action has been, or will be, taken to permit a public offering in any
jurisdiction where action would be required for that purpose, except that the Prospectus had been filed with NSE EMERGE
for its observations and NSE EMERGE gave its observations on the same. Accordingly, the Equity Shares represented hereby
may not be offered or sold, directly or indirectly, and this Prospectus may not be distributed, in any jurisdiction, except in
accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Prospectus nor any sale
hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of our
Company since the date hereof or that the information contained herein is correct as of any time subsequent to this date.

The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction. Further, each Applicant where required agrees that such Applicant
will not sell or transfer any Equity Shares or create any economic interest therein, including any off-shore derivative
instruments, such as participatory notes, issued against the Equity Shares or any similar security, other than pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the U.S Securities Act and in compliance
with applicable laws, legislations and Red Herring Prospectus in each jurisdiction, including India.

Disclaimer Clause of the Emerge Platform of NSE

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/3419 dated March 19, 2024, 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 the 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.

FILING

The Draft Red Herring Prospectus is being filed with NSE Limited, Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla
Complex Bandra (E), Mumbai - 400051.

A copy of the Red Herring Prospectus and Prospectus along with the material contracts and documents referred elsewhere
in the Prospectus required to be filed under Section 32 of the Companies Act, 2013 will be delivered to the Registrar of
Companies, Mumbai, at least (3) three working days prior from the date of opening of the Issue.

Pursuant to Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment)
Regulations, 2022, Draft Red Herring Prospectus shall not be submitted to SEBI, however, soft copy of Red Herring
Prospectus and Prospectus with the Due Diligence Certificate shall be submitted to SEBI pursuant to Regulation 246(1), and
SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, through SEBI Intermediary Portal at
[Link] . SEBI will not issue any observation on the Issue document in term of Regulation 246(2) of the
SEBI ICDR Regulations.

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 to action under Section 447 of the Companies, Act 2013.

CONSENTS

Consents in writing of:(a) the Directors, Statutory Auditor & Peer Reviewed Auditor, the Company Secretary & Compliance
Officer, Chief Financial Officer, Banker to the Company and (b) Book Running Lead Manager, Market Maker, Registrar to
the Issue, Public Issue Bank / Banker to the Issue and Refund Banker to the Issue, Legal Advisor to the Issue to act in their
respective capacities have been/or will be obtained (before filing final prospectus to ROC) and will be filed along with a
copy of the Prospectus with the RoC, as required under Section 26 of the Companies Act and such consents shall not be
withdrawn up to the time of delivery of the Prospectus for registration with the RoC. Our Auditors have given their written
consent to the inclusion of their report in the form and context in which it appears in this Prospectus and such consent and
report is not withdrawn up to the time of delivery of this Red Herring Prospectus with NSE.

EXPERT OPINION

Except the report of the Peer Review Auditor on (a) the restated financial statements; (b) statement of tax benefits, Audit
reports by Statutory Auditors for period ended on September 30,2023, March 31, 2023, March 31, 2022, and March 31,
2021 and Legal Advisor report on Outstanding Litigations and Material Developments, included in this Prospectus, our
Company has not obtained any other expert opinion. All the intermediaries including Merchant Banker has relied upon the
appropriacy and authenticity of the same.

PREVIOUS RIGHTS AND PUBLIC ISSUES SINCE INCORPORATION

We have not made any previous public issues since incorporation and are an ―Unlisted Issuer in terms of the SEBI (ICDR)
Regulations and this Issue is an Initial Public Offering in terms of the SEBI ICDR Regulations.

PREVIOUS ISSUES OF SHARES OTHERWISE THAN FOR CASH

Other than as detailed under chapter titled - Capital Structure beginning on page 63 of the Red Herring Prospectus, our
Company has not issued any Equity Shares for consideration otherwise than for cash.

COMMISSION AND BROKERAGE ON PREVIOUS ISSUES

Since this is the IPO of the Equity Shares by our Company, no sum has been paid or has been payable as commission or
brokerage for subscribing to or procuring or agreeing to procure subscription for any of our Equity Shares in the five years
preceding the date of this Red Herring Prospectus.

PREVIOUS CAPITAL ISSUE DURING THE PREVIOUS THREE YEARS BY LISTED SUBSIDIARIES, GROUP COMPANIES AND
ASSOCIATES OF OUR COMPANY

None of our Group Companies and Associates are listed. Further it has not undertaken any public or rights issue in the three
(3) years preceding the date of this Red Herring Prospectus.

PERFORMANCE VIS-À-VIS OBJECTS – PUBLIC/ RIGHTS ISSUE TO THE PUBLIC OF OUR COMPANY

Our Company has not undertaken any public issues, including any rights issues to the public in the five years preceding
the date of this date of this Prospectus.

PERFORMANCE VIS-À-VIS OBJECTS-PUBLIC/ RIGHTS ISSUE OF THE LISTED SUBSIDIARIES OF OUR COMPANY

The Company does not have any subsidiary company.

OUTSTANDING DEBENTURES, BONDS, REDEEMABLE PREFERENCE SHARES AND OTHER INSTRUMENTS ISSUED BY OUR
COMPANY

As on the date of the Red Herring Prospectus, our Company has no outstanding debentures, bonds or redeemable
preference shares.

OPTION TO SUBSCRIBE

Equity Shares being offered through this Red Herring Prospectus can be applied for in dematerialized form only.

STOCK MARKET DATA FOR OUR EQUITY SHARES

Our Company is an Unlisted Issuer in terms of the SEBI (ICDR) Regulations, and this issue is an Initial Public Issue in terms
of the SEBI (ICDR) Regulations. Thus, there is no stock market data available for the Equity Shares of our Company.

MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES

The Memorandum of Understanding between the Registrar and us will provide for retention of records with the Registrar
for a period of at least one year from the last date of dispatch of the letters of allotment, demat credit and refund orders
to enable the investors to approach the Registrar to this Issue for redressal of their grievances. All grievances relating to
this Offer may be addressed to the Registrar with a copy to the Company Secretary and Compliance Officer, giving full
details such as the name, address of the applicant, number of Equity Shares applied for, amount paid on application and
the bank branch or collection centre where the application was submitted. All grievances relating to the ASBA process may
be addressed to the SCSB, giving full details such as name, address of the applicant, number of Equity Shares applied for,
amount paid on application and the Designated Branch or the collection centre of the SCSB where the Bid-cum-Application
Form was submitted by the ASBA Bidders.

DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY

Our Company or the Registrar to the Offer or the SCSB in case of ASBA Bidders shall redress routine investor grievances.
We estimate that the average time required by us or the Registrar to this Offer for the redressal of routine investor
grievances will be 12 Working Days from the date of receipt of the complaint. In case of non- routine complaints and
complaints where external agencies are involved, we will seek to redress these complaints as expeditiously as possible.
 Our Company has appointed Ms. Deshana Keval Joshi as the Company Secretary and Compliance Officer and may be
contacted at the following address:

Trust Fintech Limited

Plot no.11/4, I.T. Park, Gayatri Nagar
Parsodi, Nagpur, Maharashtra - 440022
Tel: +91 – 9909647348
Email: cs@[Link]
Website: [Link]

Investors can contact the Company Secretary & Compliance Officer or the Registrar in case of any pre-Offer or post-Offer
related problems such as non-receipt of letters of allocation, credit of allotted Equity Shares in the respective beneficiary
account or refund orders, etc.

Pursuant to the press release no. PR. No. 85/2011 dated June 8, 2011, SEBI has launched a centralized web-based
complaints redress system “SCORES”. This would enable investors to lodge and follow up their complaints and track the
status of redressal of such complaints from anywhere. For more details, investors are requested to visit the website
[Link]

STATUS OF INVESTOR COMPLAINTS

We confirm that we have not received any investor compliant during the three years preceding the date of this Red Herring
Prospectus and hence there are no pending investor complaints as on the date of this Red Herring Prospectus.

DISPOSAL OF INVESTOR GRIEVANCES BY LISTED COMPANIES UNDER THE SAME MANAGEMENT AS OUR COMPANY:

There is no listed company under the same management as on date.

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.

PRICE INFORMATION OF LAST 10 (TEN) ISSUED HANDLED BY THE BOOK RUNNING LEAD MANAGER Statement on Price
Information of Past Issues handled by Corporate CapitalVentures Private Limited:

Price Information and the track record of the past Issues handled by the Book Running Lead Manager

Sr. Issue Name Issue SizeIssue PriceListingDate Opening Price+/- % Changein +/- % Change in +/- % Change in
No. (Rs. (Rs.) on ListingClosing Price, Closing Price, Closing
In Cr.) Date (Rs.) Pric
(+/-% Change (+/- % Change e,
in Closing in Closing
Benchmark) Benchmark) 90th (+/- % Change in
30th Calendar Calendar Days Closing
Days from from Listing Benchmark)
Listing 180th Calendar
Days from Listing
SME BOARD ISSUES
1. Annapurna 30.25 70.00 27.09.2022 120.00 118.07% 80.57% 151.57%
Swadisht Limited
4.22% 4.63% -0.36%
 Sr. Issue Name Issue SizeIssue PriceListingDate Opening Price+/- % Changein +/- % Change in +/- % Change in
No. (Rs. (Rs.) on ListingClosing Price, Closing Price, Closing
In Cr.) Date (Rs.) Pric
(+/-% Change (+/- % Change e,
in Closing in Closing
Benchmark) Benchmark) 90th (+/- % Change in
30th Calendar Calendar Days Closing
Days from from Listing Benchmark)
Listing 180th Calendar
Days from Listing
2. Swastik Pipe 62.52 100.00 12-10-202269.30 -13.30% 0.95% -19.30%
Limited 4.22% 4.63% 2.9%
3. Phantom Digital 29.10 95.00 21-10- 315.05 186.53% 138.89% 143.37%
Effects Limited 2022 4.16% 3.35% 0.24%
4. Droneacharya 33.96 54.00 23-12- 102.00 231.57% 133.43% 226.20
Aerial Innovations 2022 1.29% -3.20% 6.15%
Limited
5. Crayons 41.80 65.00 02-06- 90.00 143.23% 141.69 147.08%
Advertising 2023
Limited 3.53% 3.88% 7.67%
6. Oriana Power 59.65 118.00 11-08- 302.00 188.42% 168.26% 623.43%
Limited*(1) 2023
2.01% -0.17% 12.88%
7. Rockingdeals 21.00 140.00 30-11- 315.00 144.75% 342.61% N.A.
Circular Economy 2023
Limited(*1) 7.99% 9.88% N.A.
8. Accent Microcell 78.40 140.00 15-12- 315.00 116.57% 12.25% N.A.
Limited(*2) 2023 2.99% 3.22% N.A.
9. Alpex Solar 74.52 115.00 15-02- 345.00 155.96% N.A. N.A.
Limited* (2) 2024 0.66% N.A. N.A.
10. Esconet 28.02 84.00 23-02- 290.00 N.A. N.A. N.A.
Technologies 2024 N.A. N.A. N.A.
Limited* (3)
MAIN BOARD ISSUES
11. Uma Exports 60.00 68.00 07-04- 80.00 -8.68% -24.49% -29.78%
Limited 2022 -6.96% -9.35% -1.96%
Source: Price Information [Link] and [Link] , Issue Information from respective Prospectus.

Notes*:
1. The Listing date of Rockingdeals Circular Economy Limited and Accent Microcell Limited is November 30, 2023 and December
15, 2023. Since the company has not completed 180 calendar days. Hence, the information for the same has been kept blank.
2. Further, the Listing date of Alpex solar Limited February 15,2024. Since the Company has not completed its 90, 180 Calendar
days. Hence, the information for the same has been kept blank.
3. Further, the listing date of Esconet Technologies Limited is February 23, 2024. Since the company has not completed its 30, 90
and 180 calendar days. Hence the information for the same has been kept blank.

Financial Total Total Nos. of IPO trading at Nos. of IPO trading at Nos. of IPO trading at Nos. of IPO trading at
Year No. of Funds discount as on 30th premium as on 30th discount as on 180th premium as on 180th
IPOs Raised calendar day from calendar day from calendar day from calendar day from listing
(Rs. in listing date listing date listing date date
 Cr.) Over Between Less Over Between Less Over Between Less Over Between Less
50% 25- than 50% 25- than 50% 25- than 50% 25- than
50% 25% 50% 25% 50% 25% 50% 25%
2023-24 6 303.39 Nil Nil Nil 5 - - - - - 2 - -
2022-23 5 215.83 Nil Nil 2 3 Nil Nil Nil 1 1 2 Nil Nil
2021-22 1 34.20 Nil Nil Nil 1 Nil Nil Nil Nil Nil 1 Nil Nil
2020-21 - - - - - - - - - - - - - -

2019 -20 - - - - - - - - - - - - - -
2018-19 3 30.49 Nil Nil 2 Nil Nil 1 Nil Nil 1 Nil Nil 2
2017-18 4 40.60 Nil 1 2 1 Nil Nil 1 1 1 Nil 1 Nil
2016-17 N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.

Summary Statement of Disclosure:

Notes*:
1. The BSE Sensex and Nifty are considered as the Benchmark Index
2. In case 30th/180th day is not a trading day, closing price of the next trading day has been considered
3. In case 30th/180th days, scrips are not traded then last trading price has been considered.
4. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the
price information.
5. Rockingdeals and Accent has not completed its 180 Calendar days. Hence, the information for the same has been kept blank.
6. Alpex solar has not completed its 90 and 180 Calander days. Hence, the information for the same has been kept blank.
7. Esconet Technologies has not completed its 30, 90 and 180 calendar days. Hence the information for the same has been kept
blank.

For details regarding the price information and the track record of the past Issues handled by the Book Running Lead Manager
to the Issue as specified in Circular reference no. CIR/CFD/DIL/7/2015 dated October 30, 2015, issued by theSEBI, please
refer the website of the Book Running Lead Manager at [Link]

Exemption from complying with any provisions of securities laws, if any, granted by SEBI:

As on date of the Red Herring Prospectus, our Company has not availed any exemption from complying with any provisions of
securities laws granted by SEBI.

Note:

Investors who apply in the Offer will be required to confirm and will be deemed to have represented to our Company and
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 Equity Shares of our Company and will not offer,
sell, pledge or transfer the Equity Shares of our Company to any person who is not eligible under applicable laws, rules,
regulations, guidelines and approvals to acquire Equity Shares of our Company. Our Company, the Underwriters and their
respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any
investor on whether such investor is eligible to acquire the Equity Shares in the Offer.

This space has been left blank intentionally.

 SECTION XII – ISSUE INFORMATION

TERMS OF THE ISSUE

The Equity Shares being offered are subject to the provisions of the Companies Act, 2013, SCRR, 1957, SEBI (ICDR)
Regulations, 2018, our Memorandum and Articles of Association, the terms of the Red Herring Prospectus, Red Herring
Prospectus, Prospectus, Application Form, the Revision Form, the Confirmation of Allocation Note (CAN), SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and other terms and conditions as may be incorporated in the
allotment advices and other documents/certificates that may be executed in respect of the Offer. The Equity Shares shall
also be subject to laws as applicable, guidelines, notifications and regulations relating to the offer of capital and listing and
trading of securities issued from time to time by SEBI, the Government of India, the Stock Exchanges, the RBI, the FIPB, the
RoC and/or other authorities, as in force on the date of the Offer and to the extent applicable.

For details in relation to Offer expenses, see “Objects of the Issue” on page 81.

Ranking of Equity Shares

The Equity Shares being issued and transferred in the Issue shall be subject to the provisions of the Companies Act, 2013
and the Memorandum & Articles of Association and shall rank pari-passu with the existing Equity Shares of our Company
including rights in respect of dividend. The Allottees upon receipt of Allotment of Equity Shares under this issue will be
entitled to dividends and other corporate benefits, if any, declared by our Company after the date of allotment in accordance
with Companies Act, 2013 and the Articles of Association of the Company.

Authority for the Issue

This Issue has been authorized by a resolution of the Board passed at their meeting held on December 01st, 2023, subject
to the approval of shareholders through a special resolution to be passed pursuant to section 62 (1) (c) of the Companies
Act, 2013. The shareholders have authorized the Issue by a special resolution in accordance with Section 62 (1) (c) of the
Companies Act, 2013 passed at the AGM of the Company held on December 23rd, 2023.

Mode of Payment of Dividend

The declaration and payment of dividend will be as per the provisions of Companies Act, 2013 and recommended by the
Board of Directors at their discretion and approved by the shareholders and will depend on a number of factors, including
but not limited to earnings, capital requirements and overall financial condition of our Company. We shall pay dividends in
cash and as per provisions of the Companies Act, 2013. For further details, please refer to the chapter titled ‘Dividend Policy’
beginning on pages 222 of this Red Herring Prospectus.

Offer for Sale

In the case of offer for sale, the dividend for the entire year shall be payable to the transferees and the company has to
disclose the name of the entity bearing the cost of making offer for sale along with reasons. However, the present issue
does not include offer for sale and hence the said disclosure is not applicable to us.

Face Value and Issue Price

The face value of each Equity Share is ₹ 10/-. The Issue Price of Equity Shares is ₹ [•] per Equity Share. The Issue Price shall
be determined by our Company in consultation with the Lead Manager and is justified under the chapter titled Basis of Issue
Price beginning on page 113 of this Red Herring Prospectus.

Compliance with the disclosure and accounting norms

Our Company shall comply with all the applicable disclosure and accounting norms as specified by SEBI from time to time.

Rights of the Equity Shareholder

Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our Shareholders shall have the
following rights:
 i. Right to receive dividend, if declared;
ii. Right to attend general meetings and exercise voting powers, unless prohibited by law;
iii. Right to vote on a poll either in person or by proxy or e-voting, in accordance with the provisions of the Companies
Act;
iv. Right to receive annual reports and notices to members;
v. Right to receive offers for rights shares and be allotted bonus shares, if announced;
vi. Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;
vii. Right of free transferability, subject to applicable laws and regulations; and the Articles of Association of our
Company; and
viii. Such other rights, as may be available to a shareholder of a listed public company under the Companies Act and
the Memorandum and Articles of Association of the Company.

For further details on the main provision of our Company’s Articles of Association dealing with voting rights, dividend,
forfeiture and lien, transfer and transmission and/or consolidation/splitting, etc., please refer to Section titled, “Main
Provision of Article of Association”, beginning on page 340 of this Red Herring Prospectus.

Allotment only in Dematerialized Form

Pursuant to Section 29 of the Companies Act, the Equity Shares shall be allotted only in dematerialized form. As per SEBI
ICDR Regulations, the trading of the Equity Shares shall only be in dematerialized form. In this context, two agreements have
been signed by our Company with the respective Depositories and the Registrar to the Issue before filing this Red Herring
Prospectus:

I. Tripartite agreement dated January 15, 2024 among CDSL, our Company and the Registrar to the Issue; and
II. Tripartite agreement dated January 17, 2024 among NSDL, our Company and the Registrar to the Issue.

As per the provisions of the Depositories Act, 1996 & regulations made there under and Section 29 (1) of the Companies
Act, 2013, the equity shares of a body corporate can be in dematerialized form i.e., not in the form of physical certificates,
but be fungible and be represented by the statement issued through electronic mode.

Minimum Application Value, Market Lot and Trading Lot

The trading of the Equity Shares will happen in the minimum contract size of 1200 Equity Shares and the same may be
modified by the NSE Limited from time to time by giving prior notice to investors at large.

Allocation and allotment of Equity Shares through this Issue will be done in multiples of 1200 Equity Shares subject to a
minimum allotment of 1200 Equity Shares to the successful Applicants in terms of the SEBI circular No.
CIR/MRD/DSA/06/2012 dated February 21, 2012.

Minimum Number of Allottees

Further in accordance with the Regulation 268(1) of SEBI (ICDR) Regulations, the minimum number of allottees in this Issue
shall be 50 shareholders. In case the minimum number of prospective allottees is less than 50, no allotment will be made
pursuant to this Issue and all the monies blocked by SCSBs shall be unblocked within two (2) working days of closure of
Issue.

Joint Holders

Where 2 (two) or more persons are registered as the holders of any Equity Shares, they will be deemed to hold such Equity
Shares as joint-holders with benefits of survivorship.

Jurisdiction

Exclusive Jurisdiction for the purpose of this Issue is with the competent courts/authorities in India.

Further, the Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be issued or sold, and applications may not be made by persons in any such jurisdiction, except
in compliance with the applicable laws of such jurisdiction.

Nomination Facility to the Investor

In accordance with Section 72 of the Companies Act, 2013, read with Companies (Share Capital and Debentures) Rules,
2014, the sole Applicant, or the first Applicant along with other joint Applicants, may nominate any one person in whom, in
the event of the death of sole Applicant or in case of joint Applicants, death of all the Applicants, as the case may be, the
Equity Shares Allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of
the original holder(s), shall be entitled to the same advantages to which he or she would be entitled if he or she were the
registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint,
in the prescribed manner, any person to become entitled to equity share(s) in the event of his or her death during the
minority. A nomination shall stand rescinded upon a sale of Equity Share(s) by the person nominating. A buyer will be titled
to make afresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available
on request at our Registered Office or Corporate Office or to the registrar and transfer agents of our Company.

Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act shall upon production
of such evidence, as may be required by the Board, elect either:

To register himself or herself as the holder of the equity shares; or to make such transfer of the equity shares, as the
deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself
or to transfer the equity shares, and if the notice is not complied with within a period of ninety (90) days, the Board may
thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the equity shares, until the
requirements of the notice have been complied with.

Since the Allotment of Equity Shares in the Issue will be made only in dematerialized form, there is no need to make a
separate nomination with our Company. Nominations registered with respective depository participant of the applicant
would prevail. If the Applicants require changing of their nomination, they are requested to inform their respective
depository participant.

Restrictions, if any on Transfer and Transmission of Equity Shares

Except for the lock-in of the pre-Issue capital of Promoters, Promoter Group, Public as provided in ―Capital Structure on
page 63 of this Red Herring Prospectus and except as provided in the Articles of Association there are no restrictions on
transfer of Equity Shares. Further, there are no restrictions on the transmission of shares/debentures and on their
consolidation/splitting, except as provided in the Articles of Association. For details, please refer ―Main Provisions of
Articles of Association on page 340 of this Red Herring Prospectus.

The above information is given for the benefit of the Applicants. The Applicants are advised to make their own enquiries
about the limits applicable to them. Our Company and the Lead Manager do not accept any responsibility for the
completeness and accuracy of the information stated herein above. Our Company and the Lead Manager are not liable to
inform the investors of any amendments or modifications or changes in applicable laws or regulations, which may occur
after the date of the Red Herring Prospectus. Applicants are advised to make their independent investigations and ensure
that the number of Equity Shares Applied for do not exceed the applicable limits under laws or regulations.

The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the
United States, and may not be offered or sold within the United States, except pursuant to an exemption from or in a
transaction not subject to, registration requirements of the Securities Act. Accordingly, the Equity Shares are only being
offered or sold outside the United States in compliance with Regulation S under the Securities Act and the applicable laws of
the jurisdictions where those offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India
and may not be offered or sold, and applications may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.

Withdrawal of the Issue

Our Company in consultation with the BRLM, reserve the right to not to proceed with the Issue after the Issue Opening Date
but before the Allotment. In such an event, our Company would issue a public notice in the newspapers in which the pre-
Issue advertisements were published, within two (2) days of the Issue Closing Date or such other time as may be prescribed
by SEBI, providing reasons for not proceeding with the Issue. The Lead Manager through, the Registrar to the Issue, shall
notify the SCSBs to unblock the bank accounts of the ASBA Bidders within one (1) Working Day from the date of receipt of
such notification. Our Company shall also inform the same to the Stock Exchange(s) on which Equity Shares are proposed
to be listed.

Notwithstanding the foregoing, this Issue is also subject to obtaining the final listing and trading approvals of the Stock
Exchange, which our Company shall apply for after Allotment. If our Company withdraws the Issue after the Issue Closing
Date and thereafter determines that it will proceed with an issue/issue for sale of the Equity Shares, our Company shall file
a fresh Prospectus with Stock Exchange.

Offer Program

Events Indicative Dates

Bid/Offer Opening Date Tuesday, March 26, 2024
Bid/Offer Closing Date Thursday, March 28, 2024
Finalization of Basis of Allotment with the Designated Stock Exchange* On or about Tuesday, April 02,
2024
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA On or about Wednesday, April 03,
Account orUPI ID linked bank account 2024
Credit of Equity Shares to Demat accounts of Allottees On or about Wednesday, April 03,
2024
Commencement of trading of the Equity Shares on the Stock Exchange On or about Thursday, April 04,
2024
*Please note that Friday, March 29, 2024 is a Public Holiday and Monday, April 01, 2024 is a Bank Holiday, hence T +1 is
falling on Tuesday, April 02, 2024.

Note - Our Company in consultation with the Book Running Lead Manager, may consider participation by Anchor Investors
in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the
Bid/Offer Opening Date in accordance with the SEBI ICDR Regulations.

The above timetable is indicative and does not constitute any obligation on our Company or the Book Running Lead
Manager. Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and
the commencement of trading of the Equity Shares on the Stock Exchange are taken within 3 Working Days of the Bid/Offer
Closing Date, the timetable may change due to various factors, such as extension of the Bid/Offer Period by Company,
revision of the Price Band or any delays in receiving the final listing and trading approval from the Stock Exchange. The
Commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchange and in accordance
with the applicable laws.

Bid-Cum- Application Forms and any revisions to the same will be accepted only between 10.00 a.m. to 5.00 p.m. (IST) during
the Issue Period (except for the Bid/ Issue Closing Date). On the Bid/ Offer Closing Date, the Bid-Cum- Application Forms will
be accepted only between 10.00 a.m. to 3.00 p.m. (IST) for retail and non-retail Bidders. The time for applying for Retail
Individual Bidders on Bid/ Issue Closing Date maybe extended in consultation with the BRLM, RTA and NSE EMERGE taking
into account the total number of applications received up to the closure of timings.

Due to the limitation of time available for uploading the Bid-Cum- Application Forms on the Bid/ Offer Closing Date, Bidders
are advised to submit their applications one (1) day prior to the Bid/ Offer Closing Date and, in any case, not later than 3.00
p.m. (IST) on the Bid/ Offer Closing Date. Any time mentioned in this Red Herring Prospectus is IST. Bidders are cautioned
that, in the event a large number of Bid-Cum- Application Forms are received on the Bid/ Offer Closing Date, as is typically
experienced in public Offer, some Bid-Cum- Application Forms may not get uploaded due to the lack of sufficient time. Such
Bid-Cum-Application Forms that cannot be uploaded will not be considered for allocation under this Offer. Applications will
be accepted only on Working Days, i.e., Monday to Friday (excluding any public holidays). Neither our Company nor the
BRLM is liable for any failure in uploading the Bid-Cum- Application Forms due to faults in any software/hardware system
or otherwise.

In accordance with SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not allowed to withdraw or lower the size
of their application (in terms of the quantity of the Equity Shares or the Application amount) at any stage. Retail Individual
Bidders can revise or withdraw their Bid-Cum- Application Forms prior to the Bid/ Offer Closing Date. Allocation to Retail
Individual Bidders, in this Issue will be on a proportionate basis.

In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid-Cum-
Application Form, for a particular Bidder, the details as per the file received from Stock Exchange may be taken as the final
data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-à-vis the data
contained in the physical or electronic Bid-Cum- Application Form, for a particular ASBA Bidder, the Registrar to the Issue
shall ask the relevant SCSBs /RTAs / DPs / stock brokers, as the case may be, for the rectified data.

Our Company in consultation with the BRLM, reserves the right to revise the Price Band during the Bid/ Offer Period. The
revision in the Price Band shall not exceed 20% on either side, i.e. the Floor Price can move up or down to the extent of 20%
of the Floor Price and the Cap Price will be revised accordingly. The Floor Price shall not be less than the face value of the
Equity Shares.

In case of revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional Working Days after
such revision, subject to the Bid/ Offer Period not exceeding 10 Working Days. Any revision in Price Band, and the revised
Bid/ Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchange, by issuing a press release
and also by indicating the change on the website of the BRLM and at the terminals of syndicate members.

Minimum Subscription

This Issue is not restricted to any minimum subscription level and is 100% underwritten. As per Section 39 of the Companies
Act, 2013, if the stated minimum amount has not been subscribed and the sum payable on application is not received within
a period of 30 days from the date of the Prospectus, the application money has to be returned within such period as may
be prescribed. If our Company does not receive the 100% subscription of the issue through the Issue Document including
devolvement of Underwriters, if any, within sixty (60) days from the date of closure of the issue, our Company shall forthwith
refund the entire subscription amount received. If there is a delay beyond the prescribed time, our Company shall pay
interest prescribed under the Companies Act, 2013, the SEBI ICDR Regulations and applicable law.

In accordance with Regulation 260 of the SEBI (ICDR) Regulations, our Issue shall be hundred percent underwritten. Thus,
the underwriting obligations shall be for the entire hundred percent of the issue through the Prospectus and shall not be
restricted to the minimum subscription level.

Further, in accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, our Company shall ensure that the number of
prospective allottees to whom the Equity Shares will allotted will not be less than 50 (Fifty).

Further, in accordance with Regulation 267(2) of the SEBI (ICDR) Regulations, our Company shall ensure that the minimum
application size in terms of number of specified securities shall not be less than ₹ 1,00,000 (Rupees One Lac only) per
application.

Migration to Main Board

Our company may migrate to the main board of NSE at a later date subject to the following:

If the Paid up Capital of our Company is likely to increase above ₹ 2500 Lakh by virtue of any further issue of capital by way of
rights, preferential issue, bonus issue etc. (which has been approved by a special resolution through postal ballot wherein the
votes cast by the shareholders other than the Promoters in favor of the proposal amount to at least two times the number of
votes cast by shareholders other than promoter shareholders against the proposal and for which the company has obtained
in- principal approval from the main board), our Company shall apply to NSE for listing of its shares on its Main Board subject
to the fulfilment of the eligibility criteria for listing of specified securities laid down by the Main Board.

OR

If the paid-up Capital of our company is more than ₹ 1000 Lakh but below ₹ 2500 Lakh, our Company may still apply for
migration to the main board if the same has been approved by a special resolution through postal ballot wherein the votes
cast by the shareholders other than the Promoters in favor of the proposal amount to at least two times the number of votes
cast by shareholders other than promoter shareholders against the proposal.

Any company voluntarily desiring to migrate to the Main board from the EMERGE Platform, amongst others, has to fulfill
 following conditions:
i. The paid-up equity capital of the applicant shall not be less than 10 crores and the capitalisation of the applicant's equity shall
not be less than 25 crores.
ii. The applicant company should have positive cash accruals (Earnings before Interest, Depreciation and Tax) from operations
for each of the 3 financial years preceding the migration application and has positive PAT in the immediate Financial Year of
making the migration application to Exchange.
iii. The applicant should have been listed on SME platform of the Exchange for at least 3 years.
iv. The applicant Company has not referred to the Board of Industrial & Financial Reconstruction (BIFR) &/OR No proceedings
have been admitted under Insolvency and Bankruptcy Code against the issuer and Promoting companies.
v. The company has not received any winding up petition admitted by a NCLT.
vi. The net worth of the company should be at least 50 crores
vii. Total number of public shareholders on the last day of preceding quarter from date of application should be at least 1000.

Market Making

The shares issued and transferred through this Offer are proposed to be listed on the Emerge Platform of NSE with
compulsory market making through the registered Market Maker of the SME Exchange for a minimum period of three years
or such other time as may be prescribed by the Stock Exchange, from the date of listing on the Emerge Platform of NSE. For
further details of the market making arrangement please refer to chapter titled General Information beginning on page 55
of this Red Herring Prospectus.

Arrangements for disposal of Odd Lots

The trading of the Equity Shares will happen in the minimum contract size of 1200 shares in terms of the SEBI circular No.
CIR/MRD/DSA/06/2012 dated February 21, 2012. However, the Market Maker shall buy the entire shareholding of a
shareholder in one lot, where value of such shareholding is less than the minimum contract size allowed for trading on the
Emerge Platform of NSE.

Application by Eligible NRIs, FPIs or VCFs registered with SEBI

It is to be understood that there is no reservation for Eligible NRIs, FPIs or VCF registered with SEBI. Such Eligible NRIs, FPIs
or VCF registered with SEBI will be treated on the same basis with other categories for the purpose of Allocation.

As per the extent Guidelines of the Government of India, OCBs cannot participate in this Offer.

The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside
India) Regulations, 2000, provides a general permission for the NRIs, FPIs and foreign venture capital investors registered
with SEBI to invest in shares of Indian companies by way of subscription in an IPO. However, such investments would be
subject to other investment restrictions under the Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident outside India) Regulations, 2000, RBI and/or SEBI regulations as may be applicable to such investors.

The Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if any, as may be prescribed by the
Government of India/RBI while granting such approvals.

Allotment of Securities in Dematerialized Form

In accordance with the SEBI ICDR Regulations, Allotment of Equity Shares to successful applicants will only be in the
dematerialized form. Applicants will not have the option of Allotment of the Equity Shares in physical form. The Equity
Shares on Allotment will be traded only on the dematerialized segment of the Stock Exchange.

Pre-Offer Advertisement

Subject to Section 30 of the Companies Act 2013, our Company shall, after registering the Red Herring Prospectus with the
ROC, publish a pre-Issue advertisement, in the form prescribed by the SEBI Regulations, in (i) All Editions of English National
Newspaper, [●]; (ii) All editions of Hindi National Newspaper, [●] and (iii) the registered office of our company is situated in
Nagpur (Maharashtra), therefore Marathi being regional language of Maharashtra, [●] each with wide circulation. In the
pre-Issue advertisement, we shall state the Bid/Offer Opening Date and the Bid/ Offer Closing Date and the floor price or
price band along with necessary details subject to regulation 250 of SEBI ICDR Regulations. This advertisement, subject to
the provisions of section 30 of the Companies Act, 2013, shall be in the format prescribed in Part A of Schedule X of the SEBI
Regulations.

The above information is given for the benefit of the Bidders. The Bidders are advised to make their own enquiries about the
limits applicable to them. Our Company and the Book Running Lead Manager do not accept any responsibility for the
completeness and accuracy of the information stated hereinabove. Our Company and the Book Running Lead Manager are
not liable to inform the investors of any amendments or modifications or changes in applicable laws and regulations, which
may occur after the date of this Red Herring Prospectus. Bidders are advised to make their independent investigations and
ensure that the number of Equity Shares applied for do not exceed the applicable limits under laws and regulations.

New Financial Instruments

There are no new financial instruments such as deep discounted bonds, debenture, warrants, secured premium notes, etc.
issued by our Company. Application by eligible NRIs, FPIs Registered with SEBI, VCFs, AIFs registered with SEBI and QFIs. It
is to be understood that there is no reservation for Eligible NRIs or FPIs or QFIs or VCFs or AIFs registered with SEBI. Such
Eligible NRIs, QFIs, FPIs, VCFs or AIFs registered with SEBI will be treated on the same basis with other categories for the
purpose of Allocation.

This space has been left blank intentionally.

 ISSUE STRUCTURE

This Offer is being made in terms of Regulation 229 (2) of Chapter IX of SEBI (ICDR) Regulations, 2018, as amended from time
to time, whereby, an issuer, whose post issue face value capital is more than ₹ 10 Crores and up to ₹ 25 Crores, shall issue
shares to the public and propose to list the same on the Small and Medium Enterprise Exchange (“SME Exchange”), in this
case being the Emerge Platform of NSE i.e., NSE EMERGE. For further details regarding the salient features and terms of such
an offer please refer chapter titled “Terms of the Issue” and “Issue Procedure” on page 296 and 307 of the DRHP.

This Issue comprise of up to 62,82,000 Equity Shares of Face Value of ₹10/- each fully paid (The “Equity Shares”) for cash at a
price of ₹ [•] per Equity Shares (including a premium of ₹ [•] per equity share) aggregating to ₹ [•] Lakhs (“the Issue / the Offer”)
comprising of Fresh Issue of 62,82,000 Equity Shares aggregating up to ₹ [•] Lakhs by our Company. The Offer and the Net
Offer will constitute 26.37% and 25.03% respectively of the post Issue paid up Equity Share Capital of the Company.

The Issue is being made by way of Book Building Process.

Particulars of Market Maker QIBs (1) Non-Institutional Retail Individual

the Offer (2) Reservation Applicants Investors
Portion
Number of Not less than Not more than 29,80,800 Not less than Not less than
Equity Shares 3,18,000 Equity Equity Shares 8,95,200 Equity 20,88,000Equity
available for Shares Shares Shares
allocation
Percentage of 5.06% of the offer Not more than 50% of the Net Not less than 15% of Not less than 35% of
offer Size Size Offer being available for the Net Issue the Net Issue
available for allocation to QIB Bidders.
Allocation However, up to 5% of the
Net QIB Portion will be
available for allocation
proportionately to Mutual
Funds only. Mutual Funds
participating in the Mutual
Fund Portion will also be
eligible for allocation in the
remaining QIB Portion. The
unsubscribed portion in the
Mutual Fund Portion will be
added to the Net QIB Portion
Basis of Firm Allotment Proportionate as follows Proportionate Allotment to each
Allotment (3) (excluding the Anchor Retail Individual
Investor Anchor Investor Bidder shall not be less
Portion): than the minimum Bid
lot, subject to
(a) Up to [•] Equity Shares availability of Equity
shall be available for Shares in the Retail
allocation on a proportionate Portion and the
basis to Mutual Funds only; remaining available
and Equity Shares if any,
shall be allotted on a
(b) Up to [•] Equity Shares proportionate basis.
shall be available for For details see, “Issue
allocation on a proportionate Procedure” on page
basis to all QIBs, including 307.
Mutual Funds receiving
allocation as per (a) above.

Up to [•] Equity Shares) may

be allocated on a
discretionary basis to Anchor
Investors of which one-third
shall be available for
 allocation to Domestic Mutual
funds only, subject to valid Bid
received from Mutual Funds
at or above the Anchor
Investor
Allocation Price
Mode of Bid Only through the ASBA Process only (excluding Only through the Through ASBA Process
ASBA process. Anchor Investors) ASBA process Through Banks or by
using UPI ID for
payment
Mode of Compulsorily in dematerialized form
allotment
Minimum Bid 2,00,000 Equity Such number of Equity Shares Such number of 1200 Equity Shares
Size Shares in multiple and in multiples of 1200 Equity Equity shares in
of 1200 Equity Shares that the Bid Amount multiple of 1200
shares exceeds Equity shares that Bid
size exceeds Rs
2,00,000
Maximum Bid 2,00,000 Equity Such number of Equity Shares Such number of Equity Such number of Equity
Size Shares in multiples of 1200 Equity Shares in multiples of Shares in multiples of
Shares not exceeding the size 1200 Equity Shares 1200 Equity Shares so
of the Net Offer, subject to not Exceeding the size that the Bid Amount
applicable limits. of the offer (excluding does not exceed Rs.
the QIB portion), 2,00,000/-
subject to limits as
applicable to the
Bidder

Trading Lot 1200 Equity 1200 Equity Shares and inmultiples thereof
Shares, however
the Market Maker
may accept odd
lots if any in the
market as
required under
the SEBI ICDR
Regulations
Terms of Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder (other than Anchor
Payment Investors) or by the Sponsor Bank through the UPI Mechanism, that is specified in the ASBA Form at the
time of submission of the ASBA Form. In case of Anchor Investors: Full Bid Amount shall be payable by
the Anchor Investors at the time of submission of their Bids (4)
Mode of Bid Only through the ASBA process (except for Anchor Investors)
This Offer is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. For
further details, please refer to “Issue Structure” on page 303 of the DRHP.

(1) Our Company in consultation with the Book Running Lead Manager, may allocate up to 60% of the QIB Portion to Anchor
Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third ofthe Anchor Investor Portion
shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or
above the price Anchor Investor Allocation Price.

(2) In terms of Rule 19(2) of the SCRR read with Regulation 252 of the SEBI (ICDR) Regulations, 2018 this is an Offer for at
least 25% of the post offer paid-up Equity share capital of the Company. This Offer is being made through Book Building
Process, wherein allocation to the public shall be as per Regulation 253 of the SEBI (ICDR) Regulations.

(3) Subject to valid Bids being received at or above the Issue Price, undersubscription, if any, in any category, except in the
QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories of Bidders
at the discretion of our Company in consultation with the Book Running Lead Manager and the Designated Stock
Exchange, subject to applicable laws.
 (4) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application
Forms provided that any difference between the Anchor Investor Allocation Price and the Anchor Investor Offer Price shall
be payable by the Anchor Investor Pay-In Date as indicated in the CAN.

Bid/Offer Programme:

Events Indicative Dates

Bid/Offer Opening Date Tuesday, March 26, 2024
Bid/Offer Closing Date Thursday, March 28, 2024
Finalization of Basis of Allotment with the SE * On or about Tuesday, April 02, 2024
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA Account On or about Wednesday, April 03, 2024
orUPI ID linked bank account
Credit of Equity Shares to Demat accounts of Allottees On or about Wednesday, April 03, 2024
Commencement of trading of the Equity Shares on the Stock Exchange On or about Thursday, April 04, 2024
*Please note that Friday, March 29, 2024 is a Public Holiday and Monday, April 01, 2024 is a Bank Holiday, hence T +1 is
falling on Tuesday, April 02, 2024.

Note - Our Company in consultation with the Book Running Lead Manager, may consider participation by Anchor Investors in
accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer
Opening Date in accordance with the SEBI ICDR Regulations.

Bids and any revisions to the same will be accepted only between 10.00 a.m. to 5.00 p.m. (Indian Standard Time) during the
Offer Period at the Bidding Centres mentioned in the Bid cum Application Form.

Standardization of cut-off time for uploading of bids on the Bid/Offer closing date:

A standard cut-off time of 3.00 p.m. for acceptance of bids.

A standard cut-off time of 4.00 p.m. for uploading of bids received from other than retail individual applicants.

A standard cut-off time of 5.00 p.m. for uploading of bids received from only retail individual applicants, which may be extended
up to such time as deemed fit by NSE after taking into account the total number of bids received up to the closure of timings
and reported by BRLM to NSE within half an hour of such closure.

It is clarified that Bids not uploaded in the book, would be rejected. In case of discrepancy in the data entered in the electronic
book vis-à-vis the data contained in the physical Bid form, for a particular bidder, the details as per physical bid cum application
form of that Bidder may be taken as the final data for the purpose of allotment.

Bids will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holiday).

Withdrawal of the Offer

In accordance with SEBI (ICDR) Regulations, the Company, in consultation with the Book Running Lead Manager, reserves the
right not to proceed with the Issue at any time before the Bid/ Offer Opening Date, without assigning any reason thereof.

In case, the Company wishes to withdraw the Issue after Bid/ Issue Opening but before allotment, the Company will give public
notice giving reasons for withdrawal of Issue. The public notice will appear in two widely circulated national newspapers (one
each in English and Hindi) and one in regional newspaper.

The Book Running Lead Manager, through the Registrar to the Issue, will instruct the SCSBs, to unblock the ASBA Accounts
within one Working Day from the day of receipt of such instruction. The notice of withdrawal will be issued in the same
newspapers where the pre-Issue advertisements have appeared and the Stock Exchange will also be informed promptly. If our
Company withdraws the Issue after the Bid/ Offer Closing Date and subsequently decides to undertake a public offering of
Equity Shares, our Company will file a fresh Red Herring Prospectus with the stock exchange where the Equity Shares may be
proposed to be listed.
Notwithstanding the foregoing, the Issue is subject to obtaining (i) the final listing and trading approvals of the Stock Exchange,
which our Company will apply for only after Allotment; and (ii) the registration of Red Herring Prospectus/ Prospectus with RoC.

This space has been left blank intentionally

 ISSUE PROCEDURE

All Bidders should read the General Information Document for Investing in Public Issues prepared and issued in accordance
with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI Circulars (the “General
Information Document”) which highlights the key rules, processes and procedures applicable to public issues in general in
accordance with the provisions of the Companies Act, 2013 the SCRA, the SCRR and the SEBI ICDR Regulations which is part
of the abridged prospectus accompanying the Bid cum Application Form. The General Information Document is available
on the websites of the Stock Exchanges and the BRLM. Please refer to the relevant provisions of the General Information
Document which are applicable to the Offer, including in relation to the process for Bids by UPI Bidders through the UPI
Mechanism.

Additionally, all Bidders may 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 CAN and allotment in the Offer; (vi) General instructions (limited to
instructions for completing the Bid cum Application Form); (vii) Submission of Bid cum Application Form; (viii) Other
Instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would be rejected
on technical grounds); (ix) applicable provisions of the Companies Act, 2013 relating to punishment for fictitious
applications; (x) mode of making refunds; (xi) Designated Date; (xii) disposal of applications; 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, has introduced an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019,
the UPI Mechanism for UPI Bidders applying through Designated Intermediaries was made effective along with the existing
process and existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective till June 30, 2019.

With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read with
circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by RIBs through
Designated Intermediaries (other than SCSBs), the existing process of physical movement of forms from such Designated
Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism for such Bids with existing
timeline of T+6 days was mandated for a period of three months or launch of five main board public issues, whichever is
later (“UPI Phase II”), with effect from July 1, 2019, by SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28,
2019, read with circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019. Subsequently, however, SEBI vide its
circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for implementation of UPI
Phase II till further notice. The final reduced timeline of T+3 days will be made effective using the UPI Mechanism for
applications by UPI Bidders (“UPI Phase III”), as may be prescribed by the SEBI. The Offer will be undertaken pursuant to
the processes and procedures under UPI Phase II, 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 (“UPI
Streamlining Circular”) read with 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 2, 2021 and SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated
April 20, 2022 has introduced certain additional measures for streamlining the process of initial public offers and redressing
investor grievances. This circular shall come into force for initial public offers opening on or after May 1, 2021, except as
amended pursuant to SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and the provisions of this
circular are deemed to form part of this Prospectus. Additionally, SEBI vide its circular no.
SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 has reduced the time period for refund of applications money
from 15 days to four days. However, SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 09, 2023
has further reduced the time period for refund of applications money from four days to two days from issue closing date
viz. initiation not later than 09.30 am on T+2 day (T is issue Closing Date) and completion before 2.00 pm on T+2 day for
fund transfer and completion before 4.00pm on T+2 day for unblocking.

Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made using the ASBA
facility in initial public offerings (opening on or after September 1, 2022) shall be processed only after application monies
are blocked in the bank accounts of investors (all categories).

Our Bank and the BRLM 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 are advised to make their independent investigations and ensure that their Bids are
submitted in accordance with applicable laws and do not exceed the investment limits or maximum number of the Equity
Shares that can be held by them under applicable law or as specified in this Prospectus.

Further, our Bank and the Members of Syndicate are not liable for any adverse occurrences consequent to the
implementation of the UPI Mechanism for application in this Offer.
Book Building Procedure

In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”) read with
Regulation 252 of SEBI ICDR Regulations, 2018, the Offer is being made for at least 25% of the post-Issue paid-up Equity
Share capital ofour Company. The Offer is being made under Regulation 229(2) of Chapter IX of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018 via book building process wherein not more than 50% of the Offer shall be
allocated on a proportionate basis to QIBs, provided that our Company and may, in consultation with the BRLM, allocate up
to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of
which one-third shall bereserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual
Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or non-allocation in the Anchor
Investor Portion, the balance EquityShares shall be added to the QIB Portion. Further, 5% of the QIB Portion (excluding the
Anchor Investor Portion) shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder
of the QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors),
including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the
Offer shall be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the
Offer shall be available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject
to valid Bids being received at or above the Offer Price.

Subject to valid Bids being received at or above the Offer Price, undersubscription, if any, in any category, except the QIB
Portion, would be allowed to be met with spill-over from any other category or a combination of categories at the
discretion of our Company in consultation with the BRLM, and the Designated Stock Exchange. However, under-
subscription, if any, in the QIB Portion will not be allowed to be met with spillover from other categories or a combination
of categories.

The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.

Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialized form. The Bid cum
Application Forms which do not have the details of the Bidders’ depository account, including DP ID, Client ID, PAN and UPI ID,
as applicable, shall be treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity
Shares in physical form. However, they may get the Equity Shares rematerialized subsequent to Allotment of the Equity Shares
in the Offer, subject to applicable laws.

Phased implementation of Unified Payments Inter face

SEBI has issued a circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 and circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019 circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 June 28, 2019,
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133
dated November 08, 2019 (collectively the “UPI Circulars”) in relation to streamlining the process of public issue of equity
shares and convertibles. Pursuant to the UPI Circulars, UPI will be introduced in a phased manner as a payment mechanism
(inaddition to mechanism of blocking funds in the account maintained with SCSBs under the ASBA) for applications by RIBs
through intermediaries with the objective to reduce the time duration from public issue closure to listing from six working
daysto up to three working days. Considering the time required for making necessary changes to the systems and to ensure
complete and smooth transition to the UPI Mechanism, the UPI Circular proposes to introduce and implement the UPI
Mechanism in threephases in the following manner:

Phase I: This phase has become applicable from January 1, 2019 until March 31, 2019 or floating of five main board public
issues, whichever is later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019. Under
thisphase, a Retail Individual Applicant had the option to submit the Application Form with any of the intermediary and
use his / her UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing continued
to be six Working Days.

Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of three months or
floating of five main board public issues, whichever is later. Subsequently, it was decided to extend the timeline for
implementation of Phase II until March 31, 2020. Further, as per SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated
March 30, 2020, the current Phase II of Unified Payments Interface with Application Supported by Blocked Amount is
continued till further notice. Under this phase, submission of the ASBA Form by RIIs through Designated Intermediaries
(other than SCSBs) to SCSBs for blocking of funds will be discontinued and will be replaced by the UPI payment mechanism.
However, the time duration from public issue closure to listing continues to be six Working Days during this phase.
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.

Phase III: The commencement period of Phase III is yet to be notified. In this phase, the time duration from public issue
closure to listing would be reduced to three Working Days. Accordingly, upon commencement of Phase III, the reduced
time duration shall be applicable for the Offer.

The Offer will be made under UPI Phase II of the UPI Circulars, unless UPI Phase III of the UPI Circular becomes effective
and applicable on or prior to the Bid/Offer Opening Date. If the Offer is made under UPI Phase III of the UPI Circular, the
same will be advertised in shall be advertised in all editions of [•], a widely circulated English national daily newspaper and
all editions of [•], a widely circulated Hindi national daily newspaper, as the registered office of our company is situated in
Nagpur, therefore Marathi being regional language of Nagpur, Maharashtra each with wide circulation on or prior to the
Bid/Offer Opening Date and such advertisement shall also be made available to the Stock Exchanges for the purpose of
uploading on their websites.

All SCSBs offering the facility of making applications in public issues shall also provide the facility to make application using
UPI. The 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.

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 make an application as prescribed in Annexure I of of SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and 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.

Further, pursuant to SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, all Retail Individual Bidders
applying in public issues where the application amount is up to ₹ 500,000 shall use UPI and shall also provide their UPI ID
in the Bid cum Application Form submitted with any of the entities mentioned herein below:

i. a syndicate member;

ii. a stock broker registered with a recognised stock exchange (and whose name is mentioned on the website of the
stock exchange as eligible for this activity);

iii. a depository participant (whose name is mentioned on the website of the stock exchange as eligible for this
activity);

iv. 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.

Bid cum Application Form

Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be available at
the offices of the BRLM, the Designated Intermediaries at Bidding Centres, and Registered Office of our Company. An
electronic copy of the Bid cum Application Form will also be available for download on the websites of the NSE, at least
one day prior tothe Bid/ Offer Opening Date.

Copies of the Anchor Investor Application Form will be available at the offices of the BRLM.

All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA process. ASBA
Bidders must provide either (i) the bank account details and authorisation to block funds in the ASBA Form, or (ii) the UPI
ID,as applicable, in the relevant space provided in the ASBA Form. The ASBA Forms that do not contain such details are
liable tobe rejected. Applications made by the RIIs using third party bank account or using third party linked bank account
UPI ID are liable for rejection. Anchor Investors are not permitted to participate in the Offer through the ASBA process.
ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the relevant Designated
Intermediary, submitted at therelevant Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms
not bearing such specified stampare liable to be rejected. Since the Offer is made under Phase II of the UPI Circulars, ASBA
Bidders may submit the ASBA Form in the manner below:

i. RIIs (other than the RIIs using UPI Mechanism) may submit their ASBA Forms with SCSBs (physically or online, as
applicable), or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts),
providedby certain brokers.

ii. RIIs using the UPI Mechanism, may submit their ASBA Forms with the Syndicate, sub-syndicate members, Registered
Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type
accounts),provided by certain brokers.

iii. QIBs and NIBs may submit their ASBA Forms with SCSBs, Syndicate, sub-syndicate members, Registered Brokers,
RTAs or CDPs.

Anchor Investors are not permitted to participate in the Offer through the ASBA process.

For Anchor Investors, the Anchor Investor Application Form will be available at the office of the BRLM. ASBA Bidders are
also required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent to the full Bid Amount
which can be blocked by the SCSB.

The prescribed colour of the Bid cum Application Form for various categories is as follows:

Category Colour*
Anchor Investor** White
Resident Indians and Eligible NRIs applying on a non-repatriation basis White
Non-Residents and Eligible NRIs, FIIs, FVCIs, etc. applying on a repatriation basis Blue
*Excluding Electronic Bid cum Application Form
** Bid cum application for Anchor Investor shall be made available at the Office of the BRLM.

Designated Intermediaries (other than SCSBs) after accepting Bid Cum Application Form submitted by RIIs (without using
UPIfor payment), NIIs and QIBs shall capture and upload the relevant details in the electronic bidding system of stock
exchange(s)and shall submit/deliver the Bid Cum Application Forms to respective SCSBs where the Bidders has a bank
account and shall not submit it to any non-SCSB Bank.

Further, for applications submitted to designated intermediaries (other than SCSBs), with use of UPI for payment, after
acceptingthe Bid Cum Application Form, respective intermediary shall capture and upload the relevant application details,
including UPIID, in the electronic bidding system of stock exchange(s).

Bidders shall only use the specified Bid Cum Application Form for making an Application in terms of the Red Herring
Prospectus.

The Bid Cum Application Form shall contain information about the Bidder and the price and the number of Equity Shares
that the Bidders wish to apply for. Bid Cum Application Forms downloaded and printed from the websites of the Stock
Exchange shall bear a system generated unique application number. Bidders are required to ensure that the ASBA Account
has sufficient credit balance as an amount equivalent to the full Application Amount can be blocked by the SCSB or Sponsor
Bank at the timeof submitting the Application.

An Investor, intending to subscribe to this Offer, shall submit a completed Bid Cum Application Form to any of the following
intermediaries (Collectively called – “Designated Intermediaries”)

Sr. No. Designated Intermediaries

1. An SCSB, with whom the bank account to be blocked, is maintained

 2. A syndicate member (or sub-syndicate member)
3. A stock broker registered with a recognized stock exchange (and whose name is mentioned on the website of the
stock exchange as eligible for this activity) (‘broker’)

4. A depository participant (‘DP’) (whose name is mentioned on the website of the stock exchange as eligible for
thisactivity)
5. A registrar to an Offer and share transfer agent (‘RTA’) (whose name is mentioned on the website of the stock
exchangeas eligible for this activity)

Retails investors submitting application with any of the entities at (ii) to (v) above (hereinafter referred as “Intermediaries”),
and intending to use UPI, shall also enter their UPI ID in the Bid Cum Application Form.

The aforesaid intermediary shall, at the time of receipt of application, give an acknowledgement to investor, by giving the
counter foil or specifying the application number to the investor, as a proof of having accepted the Bid Cum Application
Form, in physical or electronic mode, respectively.

In case of ASBA forms, the relevant Designated Intermediaries shall upload the relevant bid details in the electronic bidding
system of the Stock Exchanges and the Stock Exchanges shall accept the ASBA applications in their electronic bidding
system only with a mandatory confirmation on the application monies blocked. For UPI Bidders using UPI Mechanism, the
Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank on a continuous basis to enable the
Sponsor Bank to initiate UPI Mandate Request to UPI Bidders for blocking of funds. For ASBA Forms (other than UPI
Mechanism) Designated Intermediaries (other than SCSBs) shall submit/ deliver the ASBA Forms to the respective SCSB
where the Bidder has an ASBA bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank.

For UPI Bidders using UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor
Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to UPI Bidders for blocking of
funds. The Sponsor Bank shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall accept the UPI
Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account.
In accordance with NSE Circular No: 20220803-40 and NSE Circular No: 25/2022, each dated August 3, 2022, for all pending
UPI Mandate Requests, the Sponsor Bank shall initiate requests for blocking of funds in the ASBA Accounts of relevant
Bidders with a confirmation cut-off time of 5:00 pm on the Bid/Offer Closing Date (“Cut-Off Time”). Accordingly, UPI
Bidders should accept UPI Mandate Requests for blocking off funds prior to the Cut- Off Time and all pending UPI Mandate
Requests at the Cut-Off Time shall lapse. Further, modification of Bids shall be allowed in parallel during the Bid/Offer
Period until the Cut-Off Time. The NPCI shall maintain an audit trail for every bid entered in the Stock Exchanges bidding
platform, and the liability to compensate UPI Bidders (using the UPI Mechanism) in case of failed transactions shall be with
the concerned entity (i.e. the Sponsor Bank, NPCI or the bankers to an issue) at whose end the lifecycle of the transaction
has come to a halt. The NPCI shall share the audit trail of all disputed transactions/ investor complaints to the Sponsor
Bank and the Bankers to the Offer. The BRLM shall also be required to obtain the audit trail from the Sponsor Bank and
the Bankers to the Offer for analysing the same and fixing liability.

Availability of Red Herring Prospectus and Bid Cum Application Forms

Copies of the Bid cum Application Form and the abridged prospectus will be available at the offices of the BRLM, the
Designated Intermediaries at Bidding Centres, and Registered Office of our Company. An electronic copy of the Bid cum
Application Form will also be available for download on the websites of SCSBs (via Internet Banking) and NSE
([Link]) at least one day prior to the Bid/ Offer Opening Date.

Bid cum application for Anchor Investor shall be made available at the Office of the BRLM.

Who can Bid?

Each Bidder should check whether it is eligible to apply under applicable law, rules, regulations, guidelines and policies.
Furthermore, certain categories of Bidders, such as NRIs, FPIs and FVCIs may not be allowed to apply in the Offer or to
hold Equity Shares, in excess of certain limits specified under applicable law. Bidders are requested to refer to the
Prospectus for more details.

Subject to the above, an illustrative list of Bidders is as follows:

 a) Indian nationals’ resident in India who are not incompetent to contract under the Indian Contract Act, 1872, as
amended,in single or as a joint application and minors having valid Demat account as per Demographic Details
provided by the Depositories. Furthermore, based on the information provided by the Depositories, our Company
shall have the right to accept the Applications belonging to an account for the benefit of minor (under
guardianship);
b) Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the
applicationis being made in the name of the HUF in the Bid Cum Application Form as follows: ―Name of Sole or
First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta‖. Applications
by HUFs would be considered at par with those from individuals;
c) Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest
in the Equity Shares under their respective constitutional and charter documents;
d) Mutual Funds registered with SEBI;
e) Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other than
EligibleNRIs are not eligible to participate in this Offer;
f) Indian Financial Institutions, scheduled commercial banks, regional rural banks, co-operative banks (subject to RBI
permission, and the SEBI Regulations and other laws, as applicable);
g) FPIs other than Category III FPI; VCFs and FVCIs registered with SEBI;
h) Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;
i) Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under the
Non-Institutional Bidder ‘s category;
j) Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial Development
Corporations;
k) Foreign Venture Capital Investors registered with the SEBI;
l) Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law
relating toTrusts and who are authorized under their constitution to hold and invest in equity shares;
m) Scientific and/or Industrial Research Organizations authorized to invest in equity shares;
n) Insurance Companies registered with Insurance Regulatory and Development Authority, India;
o) Provident Funds with minimum corpus of ₹ 25 Crores and who are authorized under their constitution to hold
andinvest in equity shares;
p) Pension Funds and Pension Funds with minimum corpus of ₹ 25 Crores and who are authorized under
theirconstitution to hold and invest in equity shares;
q) National Investment Fund set up by Resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of Government
ofIndia published in the Gazette of India;
r) Multilateral and bilateral development financial institution;
s) Eligible QFIs;
t) Insurance funds set up and managed by army, navy or air force of the Union of India;
u) Insurance funds set up and managed by the Department of Posts, India;
v) Any other person eligible to apply in this Offer, under the laws, rules, regulations, guidelines and policies
applicable to them.

Applications not to be made by:

1. Minors (except through their Guardians)

2. Partnership firms or their nominations
3. Foreign Nationals (except NRIs)
4. Overseas Corporate Bodies

As per the existing regulations, OCBs are not eligible to participate in this Offer. The RBI has however clarified in its circular, A.P.
(DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not under the adverse notice of
the RBI are permitted to undertake fresh investments as 138 incorporated non-resident entities in terms of Regulation 5(1) of
RBI Notification No.20/2000-RB dated May 3, 2000 under FDI Scheme with the prior approval of Government if the investment
is through Government Route and with the prior approval of RBI if the investment is through Automatic Route on case by case
basis. OCBs may invest in this Offer provided it obtains a prior approval from the RBI. On submission of such approval along with
the Bid Cum Application Form, the OCB shall be eligible to be considered for share allocation.

MAXIMUM AND MINIMUM APPLICATION SIZE

1. For Retail Individual Bidders

The Application must be for 20,88,000 Equity Shares and in multiples of 1200 Equity Shares thereafter, so as to ensure that
the Application Price payable by the Bidder does not exceed ₹ 2,00,000. In case of revision of Applications, the Retail
Individual Bidders have to ensure that the Application Price does not exceed ₹ 2,00,000.

2. For Other than Retail Individual Bidders (Non-Institutional Applicants and QIBs):

The Application must be for a minimum of such number of Equity Shares that the Application Amount exceeds ₹ 2,00,000
and in multiples of 1200 Equity Shares thereafter. An application cannot be submitted for more than the Net Offer Size.
However,the maximum Application by a QIB investor should not exceed the investment limits prescribed for them by
applicable laws. Under existing SEBI Regulations, a QIB Bidder cannot withdraw its Application after the Offer Closing Date
and is required topay 100% QIB Margin upon submission of Application.

In case of revision in Applications, the Non-Institutional Bidders, who are individuals, have to ensure that the Application
Amount is greater than ₹ 2,00,000 for being considered for allocation in the Non-Institutional Portion.

Bidders are advised to ensure that any single Application from them does not exceed the investment limits or maximum
number of Equity Shares that can be held by them under applicable law or regulation or as specified in this Prospectus.

The above information is given for the benefit of the Bidders. The Company and the 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. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares
applied for do not exceed the applicable limits under laws or regulations.

METHOD OF BIDDING PROCESS

Our Company in consultation with the BRLM will decide the Price Band and the minimum Bid lot size forthe Offer and the
same shall be advertised in all editions of the English national newspaper [•], all editions of Hindi national newspaper [•]
and the registered office of our company is situated in Nagpur (Maharashtra), therefore Marathi being regional language
of Nagpur [•], each with wide circulation at least two Working Days prior to the Bid / Offer Opening Date. The BRLM and
the SCSBs shall accept Bidsfrom the Bidders during the Bid / Offer Period.

a) The Bid / Offer Period shall be for a minimum of three Working Days and shall not exceed 10 Working Days. The Bid/
Offer Period maybe extended, if required, by an additional three Working Days, subject to the total Bid/ Offer Period
not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid / Offer Period, if applicable, will
be published in all editions of the English national newspaper [•], all editions of Hindi national newspaper [•] and the
registered office of our company is situated in Nagpur (Maharashtra), therefore Marathi being regional language of
Nagpur [•], each with wide circulation and also by indicating the change on the websites of the Book Running Lead
Manager.

b) During the Bid/ Offer Period, Retail Individual Bidders, should approach the BRLM or their authorized agents to
register their Bids. The BRLM shall accept Bids from Anchor Investors and ASBA Bidders in Specified Cities and it shall
have theright to vet the Bids during the Bid/ Offer Period in accordance with the terms of the Red Herring Prospectus.
ASBA Bidders should approach the Designated Branches or the BRLM (for the Bids to be submitted in the Specified
Cities) to register their Bids.

c) Each Bid cum Application Form will give the Bidder the choice to Bid for up to three optional prices (for details refer
to the paragraph titled “Bids at Different Price Levels and Revision of Bids” below) within the Price Band and specify
the demand (i.e., the number of Equity Shares Bid for) in each option. The price and demand options submitted by
the Bidderin the Bid cum Application Form will be treated as optional demands from the Bidder and will not be
cumulated. After determination of the Offer Price, the maximum number of Equity Shares Bid for by a
Bidder/Applicant at or above the Offer Price will be considered for allocation/Allotment and the rest of the Bid(s),
irrespective of the Bid Amount, will become automatically invalid.

d) The Bidder / Applicant cannot Bid through another Bid cum Application Form after Bids through one Bid cum
ApplicationForm have been submitted to a BRLM or the SCSBs. Submission of a second Bid cum Application Form to
either the sameor to another BRLM or SCSB will be treated as multiple Bid and is liable to be rejected either before
entering the Bid intothe electronic bidding system, or at any point of time prior to the allocation or Allotment of
Equity Shares in this Offer. However, the Bidder can revise the Bid through the Revision Form, the procedure for which
 is detailed under the paragraph“Buildup of the Book and Revision of Bids”.

e) Except in relation to the Bids received from the Anchor Investors, the BRLM/the SCSBs will enter each Bid option into
the electronic bidding system as a separate Bid and generate a Transaction Registration Slip, (“TRS”), for each price
and demand option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRSs for each Bid
cum Application Form

f) The BRLM shall accept the Bids from the Anchor Investors during the Anchor Investor Bid/ Offer Period i.e. one
workingday prior to the Bid/ Offer Opening Date. Bids by QIBs under the Anchor Investor Portion and the QIB Portion
shall not be considered as multiple Bids.

g) Along with the Bid cum Application Form, Anchor Investors will make payment in the manner described in “Escrow
Mechanism - Terms of payment and payment into the Escrow Accounts” in the section “Issue Procedure” beginning
on page 307 of this Red Herring Prospectus.

h) Upon receipt of the Bid cum Application Form, submitted whether in physical or electronic mode, the Designated
Branchof the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as
mentioned in the Bid cum Application Form, prior to uploading such Bids with the Stock Exchange.

i) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject such Bids and
shall not upload such Bids with the Stock Exchange.

j) If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid Amount
mentioned in the Bid cum Application Form and will enter each Bid option into the electronic bidding system as a
separateBid and generate a TRS for each price and demand option. The TRS shall be furnished to the ASBA Bidder on
request.

k) The Bid Amount shall remain blocked in the aforesaid ASBA Account until finalization of the Basis of Allotment and
consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Offer Account, or until
withdrawal/failure of the Offer or until withdrawal/rejection of the Bid cum Application Form, as the case may be.
Once the Basis of Allotment is finalized, the Registrar to the Offer shall send an appropriate request to the SCSB for
unblockingthe relevant ASBA Accounts and for transferring the amount allocable to the successful Bidders to the
Public Offer Account. In case of withdrawal/failure of the Offer, the blocked amount shall be unblocked on receipt of
such informationfrom the Registrar to the Offer.

BIDS AT DIFFERENT PRICE LEVELS AND REVISION OF BIDS

a. Our Company in consultation with the BRLM, and without the prior approval of, or intimation, to the Bidders,
reserves the right to revise the Price Band during the Bid/ Offer Period, provided that the Cap Price shall be less
than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity
Shares. The revision in Price Band shall not exceed 20% on the either side i.e. the floor price can move up or
down to the extent of 20% of the floor price disclosed. If the revised price band decided, falls within twodifferent
price bands than the minimum application lot size shall be decided based on the price band in which the higher
price falls into.

b. Our Company in consultation with the BRLM, will finalize the Offer Price within the Price Band, without the prior
approval of, or intimation, to the Bidders.

c. The Bidders can Bid at any price within the Price Band. The Bidder has to Bid for the desired number of Equity
Sharesat a specific price. Retail Individual Bidders may Bid at the Cut-off Price. However, bidding at the Cut-off
Price is prohibited for QIB and Non-Institutional Bidders and such Bids from QIB and Non-Institutional Bidders
shall be rejected.

d. Retail Individual Bidders, who Bid at Cut-off Price agree that they shall purchase the Equity Shares at any price
within the Price Band. Retail Individual Bidders shall submit the Bid cum Application Form along with a
cheque/demand draft for the Bid Amount based on the Cap Price with the Syndicate. In case of ASBA Bidders
(excluding Non- Institutional Bidders and QIB Bidders) bidding at Cut-off Price, the ASBA Bidders shall instruct
the SCSBs to block an amount based on the Cap Price.
 e. The price of the specified securities offered to an anchor investor shall not be lower than the price offered to
otherapplicants.

Participation by Associates /Affiliates of BRLM and the Syndicate Members

The BRLM and the Syndicate Members, if any, shall not be allowed to purchase in this Offer in any manner, except towards
fulfilling their underwriting obligations. However, the associates and affiliates of the BRLM and the Syndicate Members, if
any,may subscribe the Equity Shares in the Offer, either in the QIB Category or in the Non-Institutional Category as may
be applicable to such Bidders, where the allocation is on a proportionate basis and such subscription may be on their own
account or on behalf of their clients.

Neither the BRLM nor any persons related to the BRLM (other than Mutual Funds sponsored by entities related to the
BRLM),Promoters and Promoter Group can apply in the Offer under the Anchor Investor Portion.

Option to Subscribe in the Offer

a. As per Section 29(1) of the Companies Act 2013, allotment of Equity Shares shall be made in dematerialized
form only. Investors will not have the option of getting allotment of specified securities in physical form.

b. The Equity Shares, on allotment, shall be traded on the Stock Exchange in demat segment only.

c. A single application from any investor shall not exceed the investment limit/minimum number of Equity Shares
thatcan be held by him/her/it under the relevant regulations/statutory guidelines and applicable law.

Information for the Bidders:

1. Our Company and the Book Running Lead Manager shall declare the Offer Opening Date and Offer Closing Date
in the Red Herring Prospectus to be registered with the RoC and also publish the same in two national
newspapers (one each in English and Hindi) and in a regional newspaper with wide circulation. This
advertisement shall be in prescribed format.

2. Our Company will file the Red Herring Prospectus with the RoC at least 3 (three) Working days before the Offer
Opening Date.

3. Copies of the Bid Cum Application Form along with Abridge Prospectus and copies of the Red Herring Prospectus
will be available with the, the Book Running Lead Manager, the Registrar to the Offer, and at the Registered
Office of our Company. Electronic Bid Cum Application Forms will also be available on the websites of the Stock
Exchange.

4. Any Bidder who would like to obtain the Red Herring Prospectus and/ or the Bid Cum Application Form can
obtain the same from our Registered Office.

5. Bidders who are interested in subscribing for the Equity Shares should approach Designated Intermediaries to
registertheir applications.

6. Bid Cum Application Forms submitted directly to the SCSBs should bear the stamp of the SCSBs and/or the
Designated Branch, or the respective Designated Intermediaries. Bid Cum Application Form submitted by
Applicantswhose beneficiary account is inactive shall be rejected.

7. The Bid Cum Application Form can be submitted either in physical or electronic mode, to the SCSBs with whom
theASBA Account is maintained, or other Designated Intermediaries (Other than SCSBs). SCSBs may provide the
electronic mode of collecting either through an internet enabled collecting and banking facility or such other
secured,electronically enabled mechanism for applying and blocking funds in the ASBA Account. The Retail
Individual Applicants has to apply only through UPI Channel, they have to provide the UPI ID and validate the
blocking of thefunds and such Bid Cum Application Forms that do not contain such details are liable to be
rejected.

8. Bidders applying directly through the SCSBs should ensure that the Bid Cum Application Form is submitted to a
 Designated Branch of SCSB, where the ASBA Account is maintained. Applications submitted directly to the SCSB’s
or other Designated Intermediaries (Other than SCSBs), the relevant SCSB, shall block an amount in the
ASBA Account equal to the Application Amount specified in the Bid Cum Application Form, before entering
the ASBAapplication into the electronic system.

9. Except for applications by or on behalf of the Central or State Government and the Officials appointed by the
courts and by investors residing in the State of Sikkim, the Bidders, or in the case of application in joint names,
the first Bidder (the first name under which the beneficiary account is held), should mention his/her PAN
allotted under the Income Tax Act. In accordance with the SEBI Regulations, the PAN would be the sole
identification number for participating transacting in the securities market, irrespective of the amount of
transaction. Any Bid Cum ApplicationForm without PAN is liable to be rejected. The demat accounts of Bidders
for whom PAN details have not been verified, excluding person resident in the State of Sikkim or persons who
may be exempted from specifying their PANfor transacting in the securities market, shall be “suspended for
credit” and no credit of Equity Shares pursuant to theOffer will be made into the accounts of such Bidders.

10. The Bidders may note that in case the PAN, the DP ID and Client ID mentioned in the Bid Cum Application Form
and entered into the electronic collecting system of the Stock Exchange Designated Intermediaries do not match
withPAN, the DP ID and Client ID available in the Depository database, the Bid Cum Application Form is liable to
be rejected.

BIDS BY ANCHOR INVESTORS:

Our Company in consultation with the BRLM, may consider participation by Anchor Investors in the Offer for up to 60% of
the QIB Portion in accordance with the SEBI Regulations. Only QIBs as defined in Regulation 2(1)(ss) of the SEBI Regulations
and not otherwise excluded pursuant to Schedule XIII of the SEBI Regulations are eligible to invest. The QIB Portion will be
reduced in proportion to allocation under the Anchor Investor Portion. In the event of undersubscriptionin the Anchor
Investor Portion, the balance Equity Shares will be added to the QIB Portion. In accordance with the SEBI Regulations, the
key terms for participation in the Anchor Investor Portion are provided below.

1) Anchor Investor Bid cum Application Forms will be made available for the Anchor Investors at the offices of the
BRLM.

2) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount is at least 200.00 Lakhs. A
Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual
schemes of aMutual Fund will be aggregated to determine the minimum application size of 200.00 Lakhs

3) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.

4) Bidding for Anchor Investors will open one Working Day before the Bid/ Offer Opening Date and be completed on
the same day.

5) Our Company in consultation with the BRLM, will finalize allocation to the Anchor Investors ona discretionary basis,
provided that the minimum and maximum number of Allottees in the Anchor Investor Portion will be, as mentioned
below:

 where allocation in the Anchor Investor Portion is up to 200.00 Lakhs, maximum of 2 (two) Anchor Investors.
 where the allocation under the Anchor Investor Portion is more than 200.00 Lakhs but upto 2500.00 Lakhs,
minimumof 2 (two) and maximum of 15 (fifteen) Anchor Investors, subject to a minimum Allotment of 100.00
Lakhs per Anchor Investor; and
 where the allocation under the Anchor Investor portion is more than 2500.00 Lakhs:(i) minimum of 5 (five) and
maximum of 15 (fifteen) Anchor Investors for allocation upto2500.00 Lakhs; and (ii) an additional 10 Anchor
Investors for every additional allocation of 2500.00 Lakhs or part thereof in the Anchor Investor Portion; subject
to a minimum Allotment of 100.00 Lakhs per Anchor Investor.

6) Allocation to Anchor Investors will be completed on the Anchor Investor Bid/ Offer Period. The number of Equity
Sharesallocated to Anchor Investors and the price at which the allocation is made will be made available in the public
domain bythe BRLM before the Bid/ Offer Opening Date, through intimation to the Stock Exchange.

7) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
 8) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
betweenthe Offer Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors within 1
(one) WorkingDays from the Bid/ Offer Closing Date. If the Offer Price is lower than the Anchor Investor Allocation
Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Offer Price.

9) At the end of each day of the bidding period, the demand including allocation made to anchor investors, shall be
shown graphically on the bidding terminals of syndicate members and website of stock exchange offering
electronically linked transparent bidding facility, for information of public.

10) Fifty percent of the Equity Shares Allotted in the Anchor Investor Portion will be locked in for a period of 90 and other
fifty will be locked in for 30 days from the date of Allotment.

11) The BRLM, our Promoters, Promoter Group or any person related to them (except for Mutual Funds sponsored by
entities related to the BRLM) will not participate in the Anchor Investor Portion. The parameters for selection of
Anchor Investorswill be clearly identified by the BRLM and made available as part of the records of the BRLM for
inspection by SEBI.

12) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids.

13) Anchor Investors are not permitted to Bid in the Offer through the ASBA process.

BIDS BY ELIGIBLE NRI’S:

Eligible NRIs may obtain copies of Bid cum Application Form from the offices of the BRLM and the Designated Intermediaries.
Eligible NRI Bidders bidding on a repatriation basis by using the Non- Resident Forms should authorize their SCSB to block
their Non-Resident External ("NRE") accounts, or Foreign Currency Non-Resident ("FCNR") ASBA Accounts, and eligible NRI
Bidders bidding on a non-repatriation basis by using Resident Forms should authorize their SCSB to block their Non-
ResidentOrdinary ("NRO") accounts for the full Bid Amount, at the time of the submission of the Bid cum Application Form.

Eligible NRIs bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents (white in colour).

Eligible NRIs bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents
(blue in colour).

BIDS BY FPI INCLUDING FII’S:

In terms of the SEBI FPI Regulations, any qualified foreign investor or FII who holds a valid certificate of registration from
SEBI shall be deemed to be an FPI until the expiry of the block of three years for which fees have been paid as per the SEBI
FII Regulations. An FII or a sub-account may participate in this Offer, in accordance with Schedule 2 of the FEMA
Regulations, until the expiry of its registration with SEBI as an FII or a sub-account. An FII shall not be eligible to invest as
an FII after registering as an FPI under the SEBI FPI Regulations.

In case of Bids made by FPIs, a certified copy of the certificate of registration issued by the designated depository
participant under the FPI Regulations is required to be attached to the Bid cum Application Form, failing which our
Company reserves theright to reject any Bid without assigning any reason. An FII or subaccount may, subject to payment
of conversion fees under the SEBI FPI Regulations, participate in the Offer, until the expiry of its registration as a FII or sub-
account, or until it obtains a certificate of registration as FPI, whichever is earlier. Further, in case of Bids made by SEBI-
registered FIIs or sub-accounts, which are not registered as FPIs, a certified copy of the certificate of registration as an FII
issued by SEBI is required to be attached to the Bid cum Application Form, failing which our Company reserves the right to
reject any Bid without assigning anyreason.

In terms of the SEBI FPI Regulations, the Offer of Equity Shares to a single FPI or an investor group (which means the same
set of ultimate beneficial owner(s) investing through multiple entities) must be below 10% of our post- Offer Equity Share
capital. Further, in terms of the FEMA Regulations, the total holding by each FPI shall be below 10% of the total paid-up
Equity Share capital of our Company and the total holdings of all FPIs put together shall not exceed 24% of the paid-up
Equity Share capital of our Company. The aggregate limit of 24% may be increased up to the sectorial cap by way of a
resolution passed by the Boardof Directors followed by a special resolution passed by the Shareholders of our Company
and subject to prior intimation to [Link] terms of the FEMA Regulations, for calculating the aggregate holding of FPIs in a
company, holding of all registered FPIs as well as holding of FIIs (being deemed FPIs) shall be included. The existing
individual and aggregate investment limit an FII orsub account in our Company is 10% and 24% of the total paid-up Equity
Share capital of our Company, respectively.

FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be specified
by the Government from time to time.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation
22 ofthe SEBI FPI Regulations, an FPI, other than Category III foreign portfolio and unregulated broad based funds,
which are classified as Category II foreign portfolio investor by virtue of their investment manager being appropriately
regulated, may issue or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as
any instrument, by whatever name called, which is issued overseas by an FPI against securities held by it that are listed or
proposed to be listed on any recognized stock exchange in India, as its underlying) directly or indirectly, only in the event
(i) such offshore derivative instruments are issued only to persons who are regulated by an appropriate regulatory
authority; and (ii) such offshore derivativeinstruments are issued after compliance with know your client norms. An FPI is
also required to ensure that no further issue or transfer of any offshore derivative instrument is made by or on behalf of it
to any persons that are not regulated by an appropriateforeign regulatory authority.

FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for Non- Residents (blue in
colour).

BIDS BY SEBI REGISTERED VCF’S, AIF’S AND FVCI’S:

The SEBI FVCI Regulations and the SEBI AIF Regulations inter-alia prescribe the investment restrictions on the VCFs, FVCIs
and AIFs registered with SEBI. Further, the SEBI AIF Regulations prescribe, among others, the investment restrictions on
AIF’s.

The holding by any individual VCF registered with SEBI in one venture capital undertaking should not exceed 25% of the
corpus of the VCF. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds by way of subscription to
an initial public offering.

The category I and II AIFs cannot invest more than 25% of the corpus in one Investee Company. A category III AIF cannot
invest more than 10% of the corpus in one Investee Company. A venture capital fund registered as a category I AIF, as
defined in the SEBI AIF Regulations, cannot invest more than 1/3rd of its corpus by way of subscription to an initial public
offering of a venture capital undertaking. Additionally, the VCFs which have not re-registered as an AIF under the SEBI AIF
Regulations shall continue to be regulated by the VCF Regulation until the existing fund or scheme managed by the fund
is wound up and such funds shall not launch any new scheme after the notification of the SEBI AIF Regulations.

All FIIs and FVCIs should note that refunds, dividends and other distributions, if any, will be payable in Indian Rupees only
andnet of Bank charges and commission.
Our Company or the BRLM will not be responsible for loss, if any, incurred by the Bidder on account of conversion of
foreign currency.

There is no reservation for Eligible NRIs, FPIs and FVCIs and all Bidders will be treated on the same basis with other categories
for the purpose of allocation.

BIDS BY HUF

Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the Application is
beingmade in the name of the HUF in the Bid cum Application Form as follows: “Name of sole or first Applicant: XYZ Hindu
Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bid cum Applications by HUFs may be
considered at par with Bid cum Applications from individuals.

BIDS BY MUTUAL FUNDS

No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related instruments of
any single company provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry
specificfunds. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital
carrying votingrights.

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the Bid
cum Application Form. Failing this, our Company reserves the right to accept or reject any Bid cum Application in whole or
in part,in either case, without assigning any reason thereof.

In case of a mutual fund, a separate Bid cum Application can be made in respect of each scheme of the mutual fund
registered with SEBI and such Applications in respect of more than one scheme of the mutual fund will not be treated as
multiple applications provided that the Bids clearly indicate the scheme concerned for which the Bids has been made.

The Bids made by the asset management companies or custodians of Mutual Funds shall specifically state the names of
the concerned schemes for which the Applications are made.

BIDS BY SYSTEMATICALLY IMPORTANT NON-BANKING FINANCIAL COMPANIES

In case of Applications made by Systemically Important Non-Banking Financial Companies, a certified copy of the certificate
of registration issued by the RBI, a certified copy of its last audited financial statements on a standalone basis and a net
worth certificate from its statutory auditor(s), must be attached to the Bid cum Application Form. Failing this, our Company
reserve the right to reject any Application, without assigning any reason thereof. Systemically Important Non-Banking
Financial Companies participating in the Offer shall comply with all applicable legislations, regulations, directions, guidelines
and circularsissued by RBI from time to time.

BIDS BY LIMITED LIABILITY PARTNERSHIPS

In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified
copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum
Application Form. Failing this, our Company reserves the right to reject any bid without assigning any reason
thereof.
Limited liability, partnerships can participate in the Offer only through the ASBA process.

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 must be attached to the Bid cum Application Form. Failing this, our Company reserves the right to reject any Bid
by Insurance Companies without assigning any reason thereof. The exposure norms for insurers, prescribed under the
Insurance Regulatory and Development Authority (Investment) Regulations, 2000, as amended, are broadly set forth below:

1) equity shares of a company: the least of 10% of the investee company’s subscribed capital (face value) or 10% of
the respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;
2) the entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or 15%
of investment assets in case of a general insurer or reinsurer or 15% of the investment assets in all companies
belonging tothe group, whichever is lower; and
3) the industry sector in which the investee company belong to: not more than 15% of the fund of a life insurer or a
generalinsurer or a reinsurer or 15% of the investment asset, whichever is lower.

The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of 10%
of theinvestment assets of a life insurer or general insurer and the amount calculated under (1), (2) and (3) above, as the
case may [Link] companies participating in this Offer shall comply with all applicable regulations, guidelines and
circulars issued by IRDAI from time to time.

BIDS UNDER POWER OF ATTORNEY:

In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, FIIs,
MutualFunds, insurance companies and provident funds with a minimum corpus of ₹ 2500 Lakhs (subject to applicable law)
and pension funds with a minimum corpus of ₹2500 Lakhs, a certified copy of the power of attorney or the relevant
resolution or authority, as the case may be, along with a certified copy of the memorandum of association and articles of
association and/or bye laws must be lodged along with the Bid cum Application Form. Failing this, our Company reserves
the right to accept or reject any Bid in whole or in part, in either case, without assigning any reasons thereof. In addition to
the above, certain additional documents are required to be submitted by the following entities:

a) With respect to Bids by FIIs and Mutual Funds, a certified copy of their SEBI registration certificate must be lodged
alongwith the Bid cum Application Form.
b) With respect to Bids by insurance companies registered with the Insurance Regulatory and Development Authority,
in addition to the above, a certified copy of the certificate of registration issued by the Insurance Regulatory and
DevelopmentAuthority must be lodged along with the Bid cum Application Form.
c) With respect to Bids made by provident funds with a minimum corpus of ₹ 2500 Lakhs (subject to applicable law)
and pension funds with a minimum corpus of ₹ 2500 Lakhs, a certified copy of a certificate from a chartered
accountant certifying the corpus of the provident fund/pension fund must be lodged along with the Bid cum
Application Form.
d) With respect to Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
acertified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached
to the Bid cum Application Form
e) Our Company in consultation with the BRLM in their absolute discretion, reserves the right to relax the above
condition of simultaneous lodging of the power of attorney along with the Bid cum Application form, subject to such
terms and conditions that our Company and the BRLM may deem fit.

The above information is given for the benefit of the Bidders. Our Company, the BRLM and the Syndicate Members are not
liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of
the Red Herring Prospectus. Bidders are advised to make their independent investigations and Bidders are advised to
ensure that any single Bid from them does not exceed the applicable investment limits or maximum number of Equity
Shares that can be held by them under applicable law or regulation or as specified in the Red Herring Prospectus.

BIDS BY PROVIDENT FUNDS / PENSION FUNDS:

In case of Bids made by provident funds with minimum corpus of ₹ 25 Crore (subject to applicable law) and pension funds
withminimum corpus of ₹ 25 Crore, a certified copy of certificate from a chartered accountant certifying the corpus of the
providentfund/ pension fund must be lodged along with the Bid cum Application Form. Failing this, the Company reserves
the right to accept or reject any bid in whole or in part, in either case, without assigning any reason thereof.

BIDS BY BANKING COMPANY:

In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued
by RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the Bid cum
Application Form, failing which our Company reserves the right to reject any Bid by a banking company without assigning
anyreason.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949,
as amended (the “Banking Regulation Act”), and the Reserve Bank of India (Financial Services provided by Banks) Directions,
2016, is 10% of the paid-up share capital of the investee company not being its subsidiary engaged in non-financial services
or 10% of the banks’ own paid-up share capital and reserves, whichever is lower. However, a banking company would be
permittedto invest in excess of 10% but not exceeding 30% of the paid up share capital of such investee company if (i) the
investee company is engaged in non-financial activities permitted for banks in terms of Section 6(1) of the Banking
Regulation Act, or (ii) the additional acquisition is through restructuring of debt / corporate debt restructuring / strategic
debt restructuring, or to protect the banks’ interest on loans / investments made to a company. The bank is required to
submit a time bound action plan for disposal of such shares within a specified period to RBI. A banking company would
require a prior approval of RBI to make (i) investment in a subsidiary and a financial services company that is not a subsidiary
(with certain exception prescribed), and (ii) investment in a nonfinancial services company in excess of 10% of such investee
company’s paid-up share capital as stated in 5(a)(v)(c)(i) of the Reserve Bank of India (Financial Services provided by Banks)
Directions, 2016.

BIDS BY SCSB’S:

SCSBs participating in the Offer are required to comply with the terms of the SEBI circulars dated September 13, 2012 and
January 2, 2013. Such SCSBs are required to ensure that for making Bid cum Applications on their own account using ASBA,
they should have a separate account in their own name with any other SEBI registered SCSBs. Further, such account shall
be used solely for the purpose of making Bid cum application in public issues and clear demarcated funds should be
available in such account for such Bid cum applications.
ISSUANCE OF A CONFIRMATION NOTE ("CAN") AND ALLOTMENT IN THE OFFER:

1. Upon approval of the basis of allotment by the Designated Stock Exchange, the BRLM or Registrar to the Offer shall
sendto the SCSBs a list of their Bidders who have been allocated Equity Shares in the Offer.
2. The Registrar will then dispatch a CAN to their Bidders who have been allocated Equity Shares in the Offer. The
dispatchof a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder.

Offer Procedure for Application Supported by Blocked Account (ASBA) Bidders

In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the Bidders have to
compulsorily apply through the ASBA Process. Our Company and the Book Running Lead Manager are not liable for any
amendments, modifications, or changes in applicable laws or regulations, which may occur after the date of this Prospectus.
ASBA Bidders are advised to make their independent investigations and to ensure that the ASBA Bid CumApplication Form
is correctly filled up, as described in this section.

The lists of banks that have been notified by SEBI to act as SCSB (Self Certified Syndicate Banks) for the ASBA Process are
provided on [Link] For details on designated
branches of SCSB collecting the Bid Cum Application Form, please refer the above-mentioned SEBI link.

Terms of payment

The entire Offer price of ₹ [•] per share is payable on application. In case of allotment of lesser number of Equity Shares
thanthe number applied, the Registrar shall instruct the SCSBs to unblock the excess amount paid on Application to the
Bidders.

SCSBs will transfer the amount as per the instruction of the Registrar to the Public Offer Account, the balance amount after
transfer will be unblocked by the SCSBs.

The Bidders should note that the arrangement with Bankers to the Offer or the Registrar is not prescribed by SEBI and has
beenestablished as an arrangement between our Company, Banker to the Offer and the Registrar to the Offer to facilitate
collectionsfrom the Bidders.

Payment mechanism

The Bidders shall specify the bank account number in their Bid Cum Application Form and the SCSBs shall block an amount
equivalent to the Application Amount in the bank account specified in the Bid Cum Application Form. The SCSB shall keep
theApplication Amount in the relevant bank account blocked until withdrawal/ rejection of the Application or receipt of
instructionsfrom the Registrar to unblock the Application Amount. However, Non-Retail Bidders shall neither withdraw nor
lower the sizeof their applications at any stage. In the event of withdrawal or rejection of the Bid Cum Application Form or
for unsuccessful Bid Cum Application Forms, the Registrar to the Offer shall give instructions to the SCSBs to unblock the
application money inthe relevant bank account within one day of receipt of such instruction. The Application Amount shall
remain blocked in the ASBA Account until finalization of the Basis of Allotment in the Offer and consequent transfer of the
Application Amount to the Public Offer Account, or until withdrawal/ failure of the Offer or until rejection of the Application
by the ASBA Bidder, as the case may be.

Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI (Issueof
Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in a public Issue shall use only Application
Supported by Blocked Amount (ASBA) process for application providing details of the bank account which will be blocked
by the Self-Certified Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Retail Individual Investors applying in public Issue have to
use UPI as a payment mechanism with Application Supported by Blocked Amount for making application.

Payment into Escrow Account for Anchor Investors

All the investors other than Anchor Investors are required to bid through ASBA Mode. Anchor Investors are requested to
note the following:
Our Company in consultation with the Book Running Lead Manager, in its absolute discretion, will decide the list of Anchor
Investors to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their
respective names will be notified to such Anchor Investors. For Anchor Investors, the payment instruments for payment
into the Escrow Account should be drawn in favour of:

a. In case of resident Anchor Investors: ― “[•]”

b. In case of Non-Resident Anchor Investors: ― “[•]”

Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement
between our Company, the Syndicate, the Escrow Collection Bank and the Registrar to the Offer to facilitate
collections from the Anchor Investors.

Electronic Registration of Applications

1. The Designated Intermediaries will register the applications using the on-line facilities of the Stock Exchange.

2. The Designated Intermediaries will undertake modification of selected fields in the application details already
uploaded before 1:00 pm of next Working Day from the Offer Closing Date.

3. The Designated Intermediaries shall be responsible for any acts, mistakes or errors or omissions and commissions in
relationto,
a) the applications accepted by them,
b) the applications uploaded by them
c) the applications accepted but not uploaded by them or
d) With respect to applications by Bidders, applications accepted and uploaded by any Designated
Intermediary other than SCSBs, the Bid Cum Application Form along with relevant schedules shall be sent
to the SCSBs or the Designated Branch of the relevant SCSBs for blocking of funds and they will be responsible
for blocking thenecessary amounts in the ASBA Accounts. In case of Application accepted and Uploaded by
SCSBs, the SCSBs or the Designated Branch of the relevant SCSBs will be responsible for blocking the
necessary amounts in the ASBA Accounts.

4. Neither the Book Running Lead Manager nor our Company nor the Registrar to the Offer, shall be responsible for any
acts,mistakes or errors or omission and commissions in relation to,
(i) The applications accepted by any Designated Intermediaries
(ii) The applications uploaded by any Designated Intermediaries or
(iii) The applications accepted but not uploaded by any Designated Intermediaries

5. The Stock Exchange will offer an electronic facility for registering applications for the Offer. This facility will available at
the terminals of Designated Intermediaries and their authorized agents during the Offer Period. The Designated
Branches or agents of Designated Intermediaries can also set up facilities for off-line electronic registration of
applications subject to thecondition that they will subsequently upload the off-line data file into the online facilities on
a regular basis. On the Offer Closing Date, the Designated Intermediaries shall upload the applications till such time as
may be permitted by the Stock Exchange. This information will be available with the Book Running Lead Manager on a
regular basis.

6. With respect to applications by Bidders, at the time of registering such applications, the Syndicate Bakers, DPs and RTAs
shall forward a Schedule as per format given below along with the Bid Cum Application Forms to Designated Branches
of the SCSBs for blocking of funds:

S. No. Details
1. Symbol
2. Intermediary Code
3. Location Code
4. Application No.
5. Category
6. PAN
7. DPID
 8. Client ID
9. Quantity
10. Amount
*Stock Exchanges shall uniformly prescribe character length for each of the above-mentioned fields

7. With respect to applications by Bidders, at the time of registering such applications, the Designated Intermediaries shall
enterthe following information pertaining to the Bidders into in the on-line system:
 Name of the Bidder;
 IPO Name:
 Bid Cum Application Form Number;
 Investor Category;
 PAN (of First Bidder, if more than one Bidder);
 DP ID of the demat account of the Bidder;
 Client Identification Number of the demat account of the Bidder;
 Number of Equity Shares Applied for;
 Bank Account details;
 Locations of the Banker to the Offer or Designated Branch, as applicable, and bank code of the SCSB branch
wherethe ASBA Account is maintained; and
 Bank account number.

8. In case of submission of the Application by a Bidder through the Electronic Mode, the Bidder shall complete the above-
mentioned details and mention the bank account number, except the Electronic ASBA Bid Cum Application Form
number which shall be system generated.

9. The aforesaid Designated Intermediaries shall, at the time of receipt of application, give an acknowledgment to the
investor, by giving the counter foil or specifying the application number to the investor, as a proof of having accepted
the Bid Cum Application Form in physical as well as electronic mode. The registration of the Application by the
Designated Intermediaries does not guarantee that the Equity Shares shall be allocated / allotted either by our
Company.

10. Such acknowledgment will be non-negotiable and by itself will not create any obligation of any kind.

11. In case of Non-Retail Bidders and Retail Individual Bidders, applications would not be rejected except on the technical
grounds as mentioned in the Red Herring Prospectus. The Designated Intermediaries shall have no right to reject
applications, except on technical grounds.

12. The permission given by the Stock Exchanges to use their network and software of the Online IPO system should not in
anyway be deemed or construed to mean that the compliance with various statutory and other requirements by our
Company and/or the Book Running Lead Manager are cleared or approved by the Stock Exchanges; nor does it in any
manner warrant,certify or endorse the correctness or completeness of any of the compliance with the statutory and
other requirements nor does it take any responsibility for the financial or other soundness of our company; our
Promoter, our management or any scheme or project of our Company; nor does it in any manner warrant, certify or
endorse the correctness or completeness ofany of the contents of this Prospectus, nor does it warrant that the Equity
Shares will be listed or will continue to be listed on the Stock Exchanges.

13. The Designated Intermediaries shall, on daily basis and to be completed before 9.30am of next working day of closure
of Offer Period i.e. on T+1 day (T is issue Closing Day), verify the DP ID and Client ID uploaded in the online IPO system
during the Offer Period, after which the Registrar to the Offer will receive this data from the Stock Exchange and will
validate the electronic application details with Depository’s records. In case no corresponding record is available with
Depositories, which matches the three parameters, namely DP ID,Client ID and PAN, then such applications are liable
to be rejected.

14. The SCSBs shall initiate not later than 9.30 am and shall complete before 2.00 pm on next working day from issue closer date
i.e. T+2 day to send confirmation of Funds blocked (Final certificate)to the Registrar to the Offer.

15. The details uploaded in the online IPO system shall be considered as final and Allotment will be based on such details
for applications.
Build of the Book

a) Bids received from various Bidders through the Designated Intermediaries may be electronically uploaded on the
Bidding Platform of the Stock Exchange on a regular basis. The book gets built up at various price levels. This information
may be available with the BRLM at the end of the Bid/ Offer Period.

b) Based on the aggregate demand and price for Bids registered on the Stock Exchange Platform, a graphical
representation ofconsolidated demand and price as available on the websites of the Stock Exchange may be made available
at the Bidding centers during the Bid/ Offer Period.

Withdrawal of Bids

a) RIIs can withdraw their Bids until Bid/ Offer Closing Date. In case a RII wishes to withdraw the Bid during the Bid/ Offer
Period, the same can be done by submitting a request for the same to the concerned Designated Intermediary who shall
do the requisite, including unblocking of the funds by the SCSB in the ASBA Account.

b) The Registrar to the Offer shall give instruction to the SCSB for unblocking the ASBA Account on the Designated Date.
QIBs and NIIs can neither withdraw nor lower the size of their Bids at any stage.

Price Discovery and Allocation

a) Based on the demand generated at various price levels, our Company in consultation with the BRLM, shall finalize the
Offer Price and the Anchor Investor Offer Price.

b) The SEBI ICDR Regulations, 2018 specify the allocation or Allotment that may be made to various categories of Bidders
inan Offer depending on compliance with the eligibility conditions. Certain details pertaining to the percentage of Offer
size available for allocation to each category is disclosed overleaf of the Bid cum Application Form and in the RHP. For
details in relation to allocation, the Bidder may refer to the RHP.

c) Under-subscription in any category (except QIB Category) is allowed to be met with spillover from any other category
or combination of categories at the discretion of the Issuer and the in consultation with the BRLM and the Designated Stock
Exchange and in accordance with the SEBI ICDR Regulations. Unsubscribed portion in QIB Category is not available for
subscription to other categories.

d) In case of under subscription in the Offer, spill-over to the extent of such under-subscription may be permitted from
the Reserved Portion to the Offer. For allocation in the event of an undersubscription applicable to the Issuer, Bidders may
refer to the RHP.

e) In case if the Retail Individual Investor category is entitled to more than the allocated portion on proportionate basis,
the category shall be allotted that higher percentage.

f) Allocation to Anchor Investors shall be at the discretion of our Company and in consultation with the BRLM, subject to
compliance with the SEBI Regulations.

Illustration of the Book Building and Price Discovery Process: Bidders should note that this example is solely for illustrative
purposes and is not specific to the Issue; it also excludes Bidding by Anchor Investors. Bidders can bid at any price within
the Price Band. For instance, assume a Price Band of ₹20 to ₹ 24 per share, Issue size of 3,000 Equity Shares and receipt of
five Bids from Bidders, details of which are shown in the table below. The illustrative book given below shows the demand
for the Equity Shares of the Issuer at various prices and is collated from Bids received from various investors.

Bid Quantity Bid Amount (₹) Cumulative Quantity Subscription

500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%
 The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to Issue the
desired number of Equity Shares is the price at which the book cuts off, i.e., ₹ 22.00 in the above example. The Issuer, in
consultation with the BRLM, may finalise the Issue Price at or below such Cut-Off Price, i.e., at or below ₹ 22.00. All Bids at
or above this Issue Price and cut-off Bids are valid Bids and are considered for allocation in the respective categories.

Signing of Underwriting Agreement and Registering of Red Herring Prospectus/Prospectus with ROC

A copy of Red Herring Prospectus will be registered with the ROC and copy of Prospectus will be registered with ROC in
terms of Section 32 of Companies Act, 2013 and Section 26 of Companies Act, 2013.

Pre- Offer Advertisement

Subject to Section 30 of the Companies Act 2013, our Company shall, after registering the Red Herring Prospectus with the
ROC, publish a pre-Offer advertisement, in the form prescribed by the SEBI Regulations, in (i) English National Newspaper;
(ii) Hindi National Newspaper and (iii) the registered office of our company is situated in Nagpur (Maharashtra), therefore
Marathi being regional language of Nagpur, each with wide circulation. In the pre- Offer advertisement, we shall state the
Bid Opening Date and the Bid/ Offer Closing Date and the floor price or price band along with necessary details subject to
regulation 250 of SEBI ICDR Regulations. This advertisement, subject to the provisions of section 30 of the CompaniesAct,
2013, shall be in the format prescribed in Part A of Schedule X of the SEBI Regulations.

ADVERTISEMENT REGARDING OFFER PRICE AND PROSPECTUS:

Our Company will Offer a statutory advertisement after the filing of the Prospectus with the RoC. This advertisement, in
addition to the information that has to be set out in the statutory advertisement, shall indicate the final derived Offer Price.
Any materialupdates between the date of the Red Herring Prospectus and the date of Prospectus will be included in such
statutory advertisement.

GENERAL INSTRUCTIONS:

Please note that the NIIs are not permitted to withdraw their bids or lower the size of Bids in terms of quantity of Equity
Sharesor Bid Amount) at any stage. Retail Individual Investor can revise their Bids during the Bid/ Offer period and withdraw
their Bids until Bid/ Offer Closing date.

Anchor investors are not allowed to withdraw their Bids after Anchor Investors bidding date.

Do‘s:
1. Check if you are eligible to apply as per the terms of this Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should submit their Bids through
the ASBA process only;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
4. Ensure that you (other than the Anchor Investors) have mentioned the correct details of your ASBA Account (i.e.
bank account number or UPI ID, as applicable) in the Bid cum Application Form if you are not a UPI Bidder using
the UPI Mechanism in the Bid cum Application Form and if you are a UPI Bidder using the UPI Mechanism ensure
that you have mentioned the correct UPI ID (with maximum length of 45 characters including the handle), in the
Bid cum Application Form;
5. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Center (except in case of electronic Bids) within the prescribed time.
Bidders (other than Anchor Investors) shall submit the Bid cum Application Form in the manner set out in the
General Information Document;
6. RIBs Bidding shall ensure that they use only their own ASBA Account or only their own bank account linked UPI
ID (only for UPI Bidders using the UPI Mechanism) to make an application in the Offer and not ASBA Account or
bank account linked UPI ID of any third party;
7. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before
submitting the ASBA Form to any of the Designated Intermediaries;
8. UPI Bidders using UPI Mechanism, may submit their ASBA Forms with the Syndicate Member, Registered
Brokers, RTAs or CDPs and should ensure that the ASBA Form contains the stamp of such Designated
Intermediary;
9. In case of joint Bids, ensure that the First Bidder is the ASBA Account holder (or the UPI-linked bank account
holder, as the case may be) and the signature of the First Bidder is included in the Bid cum Application Form;
10. Ensure that the signature of the first Bidder in case of joint Bids, is included in the Bid cum Application Forms.
Ensure that you have mentioned the correct bank account number in the Bid cum Application Form;
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 the name of only the First Bidder whose name should also appear as the first holder of the
beneficiary account held in joint names;
12. Ensure that you request for and receive a stamped Acknowledgment Slip in the form of a counterfoil or
acknowledgment specifying the application number as a proof of having accepted the of the Bid cum Application
Form for all your Bid options from the concerned Designated Intermediary;
13. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid
was placed, and obtain a revised Acknowledgment Slip;
14. UPI Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs
and/or the designated branches of SCSBs;
15. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form, or
have otherwise provided an authorisation to the SCSB or 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, as the case may be, at the time of submission of the Bid. In case of UPI Bidders submitting their Bids and
participating in the Offer through the UPI Mechanism, ensure that you authorise the UPI Mandate Request
raised by the Sponsor Bank for blocking of funds equivalent to Bid Amount and subsequent debit of funds in
case of Allotment;
16. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who,
in terms of the circular (No. MRD/DoP/Cir-20/2008) dated June 30, 2008 issued by the SEBI, may be exempt
from specifying their PAN for transacting in the securities market, (ii) submitted by investors who are exempt
from the requirement of obtaining/specifying their PAN for transacting in the securities market, and (iii) Bids by
persons resident in the state of Sikkim, who, in terms of the SEBI circular dated July 20, 2006, may be exempted
from specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted
under the Income Tax Act. The exemption for the Central or the State Government and officials appointed by
the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received
from the respective depositories confirming the exemption granted to the beneficiary owner by a suitable
description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of
residents of Sikkim, the address as per the Demographic Details evidencing the same. All other applications in
which PAN is not mentioned will be rejected;
17. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to
the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under
official seal;
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, trusts, etc., the relevant
documents, including a copy of the power of attorney, if applicable, are submitted;
20. Ensure that Bids submitted by any person outside India is in compliance with applicable foreign and Indian laws;
21. Since the Allotment will be in demat form only, ensure that the depository account is active, the correct DP ID,
Client ID, the PAN, and UPI ID (for UPI Bidders bidding through UPI mechanism) and PAN are mentioned in their
Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, UPI ID (for ASBA Bidders bidding
through UPI mechanism) and the PAN entered into the online IPO system of the Stock Exchanges by the relevant
Designated Intermediary, as applicable, matches with the name, DP ID, Client ID, UPI ID (for UPI Bidders bidding
through UPI mechanism) and PAN available in the Depository database;
22. In case of QIBs and NIBs, ensure that while Bidding through a Designated Intermediary, the ASBA Form is
submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as
specified in the ASBA Form, is maintained has named at least one branch at that location for the Designated
Intermediary to deposit ASBA Forms (a list of such branches is available on the website of SEBI at
[Link]
23. The ASBA Bidders shall use only their own bank account or only their own bank account linked UPI ID for the
purposes of making Application in the Offer, which is UPI 2.0 certified by NPCI;
24. The ASBA bidders shall ensure that bids above ₹ 5,00,000, are uploaded only by the SCSBs;
25. Bidders (except UPI Bidders Bidding through the UPI Mechanism) should instruct their respective banks to
release the funds blocked in the ASBA account under the ASBA process. In case of UPI Bidders, once the Sponsor
Bank issues the UPI Mandate Request, the UPI Bidders would be required to proceed to authorize the blocking
 of funds by confirming or accepting the UPI Mandate Request to authorize the blocking of funds equivalent to
application amount and subsequent debit of funds in case of Allotment, in a timely manner;
26. UPI Bidders bidding using the UPI Mechanism should 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;
27. Ensure that when applying in the Offer using the UPI Mechanism, the name of your SCSB appears in the list of
SCSBs displayed on the SEBI website which are live on UPI. Further, also ensure that the name of the app and
the UPI handle being used for making the application is also appearing in Annexure ‘A’ to the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019;
28. UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the
Designated Intermediaries, pursuant to which UPI Bidders should ensure acceptance of the UPI Mandate
Request received from the Sponsor Bank to authorize blocking of funds equivalent to the revised Bid Amount in
the UPI Bidder’s ASBA Account;
29. Anchor Investors should submit the Anchor Investor Application Forms to the BRLM;
30. FPIs making MIM Bids using MIM Structure and indicate the name of their investment managers in such
confirmation which shall be submitted along with each of their Bid cum Application Forms. In the absence of
such confirmation from the relevant FPIs, such MIM Bids shall be rejected;
31. Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event such FPIs utilise
the MIM Structure and such Bids have been made with different beneficiary account numbers, Client IDs and DP
IDs;
32. UPI Bidders Bidding through the UPI Mechanism shall ensure that details of the Bid are reviewed and verified by
opening the attachment in the UPI Mandate Request and then proceed to authorize the UPI Mandate Request
using his/her/its UPI PIN. Upon the authorization of the mandate using his/her UPI PIN, a UPI Bidder may be
deemed to have verified the attachment containing the application details of the UPI Bidder in the UPI Mandate
Request and have agreed to block the entire Bid Amount and authorized the Sponsor Bank to block the Bid
Amount mentioned in the Bid Cum Application Form;
33. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank prior to 5:00 p.m. of
the Bid/ Offer Closing Date;
34. Bids by Eligible NRIs, HUFs and any individuals, corporate bodies and family offices who are FPIs and registered
with SEBI for a Bid Amount of less than ₹ 200,000 would be considered under the Retail Category for the
purposes of allocation and Bids for a Bid Amount exceeding ₹ 200,000 would be considered under the Non-
Institutional Category for allocation in the Offer;
35. 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, as the case may be, at the time of submission of the Bid. In case of UPI Bidders submitting
their Bids and participating in the Offer through the UPI Mechanism, ensure that you authorize the UPI Mandate
Request raised by the Sponsor Bank for blocking of funds equivalent to Bid Amount and subsequent debit of
funds in case of Allotment; and
36. Ensure that the Demographic Details are updated, true and correct in all respects

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned in
the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 is liable to be rejected.

Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not submit a Bid using UPI ID, if you are not an UPI Bidder;
3. Do not Bid/revise the Bid Amount to less than the Floor Price or higher than the Cap Price;
4. Do not Bid for a Bid Amount exceeding ₹ 200,000 (for Bids by Retail Individual Bidders);
5. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
6. Do not pay the Bid Amount in cheques, demand drafts, cash, money order, postal order or by stock invest;
7. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;
8. Do not submit the Bid cum Application Forms to any non-SCSB bank or our Bank;
9. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;
10. Do not submit the Bid for an amount more than funds available in your ASBA account;
11. 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 Bidder. Retail Individual Bidders can revise or
withdraw their Bids on or before the Bid/Offer Closing Date;
 12. Do not submit your Bid after 5.00 p.m. on the Bid/Offer Closing Date;
13. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be,
after you have submitted a Bid to any of the Designated Intermediary;
14. If you are a QIB, do not submit your Bid after 4 p.m. on the QIB Bid / Offer Closing Date;
15. Do not Bid for Equity Shares in excess of what is specified for each category;
16. In case of ASBA Bidders (other than 3-in-1 Bids), Syndicate Members shall ensure that they do not upload any
bids above ₹ 5,00,000;
17. In case of ASBA Bidders and UPI Bidders using UPI mechanism, do not submit more than one Bid cum Application
Form per ASBA Account or UPI ID, respectively;
18. Do not make the Bid cum Application Form using third party bank account or using third party linked bank
account UPI ID;
19. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a color prescribed for another category of Bidder;
20. 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;
21. 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);
22. Do not fill up the Bid cum Application Form such that the number of Equity Shares Bid for exceeds the Offer size
and/or investment limit or maximum number of the Equity Shares that can be held under the applicable laws or
regulations, or under the terms of this Prospectus;
23. Do not submit the General Index Register (GIR) number instead of the PAN;
24. Do not submit incorrect details of the DP ID, Client ID, the PAN and UPI ID, if applicable, or provide details for a
beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer;
25. Do not submit the ASBA Forms to any Designated Intermediary that is not authorized to collect the relevant
ASBA Forms or to our Bank;
26. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres. If you
are UPI Bidder and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs;
27. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking
in the relevant ASBA account;
28. Anchor Investors should not bid through the ASBA process;
29. Anchor Investors should submit Anchor Investor Application Form only to the BRLM;
30. Do not Bid on a Bid cum Application Form that does not have the stamp of a Designated Intermediary;
31. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be,
after you have submitted a Bid to any of the Designated Intermediaries;
32. 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 UPI Bidders using the UPI Mechanism;
33. UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of an
SCSB or a bank which is not mentioned in the list provided in the SEBI website is liable to be rejected;
34. Do not submit more than one Bid cum Application Form for each UPI ID in case of UPI Bidders Bidding using the
UPI Mechanism;
35. Do not Bid if you are an OCB.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.

Other instructions for the Bidders Joint Bids

In the case of Joint Bids, the Bids should be made in the name of the Bidders whose name appears first in the Depository
[Link] name so entered should be the same as it appears in the Depository records. The signature of only such first
Bidders wouldbe required in the Bid cum Application Form/Application Form and such first Bidder would be deemed to have
signed on behalfof the joint holders. All payments may be made out in favour of the Bidder whose name appears in the Bid
cum Application Form or the Revision Form and all communications may be addressed to such Bidder and may be dispatched
to his or her addressas per the Demographic Details received from the Depositories.

Multiple Bids

Bidder should submit only one Bid cum Application Form. Bidder shall have the option to make a maximum of Bids at three
different price levels in the Bid cum Application Form and such options are not considered as multiple Bids. Submission of
a second Bid cum Application Form to either the same or to another member of the Syndicate, SCSB or Registered Broker
and duplicate copies of Bid cum Application Forms bearing the same application number shall be treated as multiple Bids
and are liable to be rejected.

Investor Grievance

In case of any pre- Offer or post Offer related problems regarding demat credit / refund orders/ unblocking etc. the Investors
cancontact the Compliance Officer of our Company.

Nomination Facility to Bidders

Nomination facility is available in accordance with the provisions of Section 72 of the Companies Act, 2013. In case of
allotment of the Equity Shares in dematerialized form, there is no need to make a separate nomination as the nomination
registered with the Depository may prevail. For changing nominations, the Bidders should inform their respective DP.

Submission of Bids

(a) During the Bid/ Offer Period, Bidders may approach any of the Designated Intermediaries to register their Bids.

(b) In case of Bidders (excluding NIIs and QIBs) Bidding at cut-off price, the Bidders may instruct the SCSBs to block Bid
Amount based on the Cap Price less Discount (if applicable).

(c) For details of the timing on acceptance and upload of Bids in the Stock Exchange platform Bidders are requested to
referto the RHP.

GROUNDS OF TECHNICAL REJECTIONS

Bidders are advised to note that Bids are liable to be rejected inter alia on the following technical grounds:

 Amount blocked does not tally with the amount payable for the Equity Shares applied for;

 In case of partnership firms, Equity Shares may be registered in the names of the individual partners and no firm
assuch shall be entitled to apply;

 Bid by persons not competent to contract under the Indian Contract Act, 1872 including minors, insane persons;

 PAN not mentioned in the Bid cum Application Form;

 Bids at a price less than the Floor Price and Bids at a price more than the Cap Price;

 GIR number furnished instead of PAN;

 Bid for lower number of Equity Shares than specified for that category of investors;

 Bids at Cut-off Price by NIIs and QIBs;

 Bids for number of Equity Shares which are not in multiples Equity Shares which are not in multiples as specified
inthe RHP;

 The amounts mentioned in the Bid cum Application Form/Application Form does not tally with the amount
payable for the value of the Equity Shares Bid/Applied for;

 Bids for lower number of Equity Shares than the minimum specified for that category of investors;

 Category not ticked;

 Multiple Bids as defined in the RHP;

 In case of Bids under power of attorney or by limited companies, corporate, trust etc., where relevant documents
 arenot submitted;

 Bid accompanied by Stock invest/ money order/ postal order/ cash/ cheque/ demand draft/ pay order;

 Signature of sole Bidder is missing;

 Bid cum Application Forms not delivered by the Bidder within the time prescribed as per the Bid cum Application
Forms, Bid/ Offer Opening Date advertisement and the RHP and as per the instructions in the RHP and the Bid
cum Application Forms;

 In case no corresponding record is available with the Depositories that matches three parameters namely,
names of the Bidders (including the order of names of joint holders), the Depository Participant ‘s identity
(DP ID) and the beneficiary‘s account number;

 Bids for amounts greater than the maximum permissible amounts prescribed by the regulations;

 Bid by OCBs;

 Bids by US persons other than in reliance on Regulation S or "qualified institutional buyers" as defined in Rule
144Aunder the Securities Act;

 Inadequate funds in the bank account to block the Bid Amount specified in the Bid cum Application
Form/ApplicationForm at the time of blocking such Bid Amount in the bank account;

 Bids not uploaded on the terminals of the Stock Exchanges;

 Where no confirmation is received from SCSB for blocking of funds;

 Bids by SCSBs wherein a separate account in its own name held with any other SCSB is not mentioned as the ASBA
Account in the Bid cum Application Form/Application Form. Bids not duly signed by the sole/First Bidder;

 Bids by any persons outside India if not in compliance with applicable foreign and Indian laws;

 Bids that do not comply with the securities laws of their respective jurisdictions are liable to be rejected;

 Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or any other
regulatory authority;

 Bids by persons who are not eligible to acquire Equity Shares of the Company in terms of all applicable laws,
rules, regulations, guidelines, and approvals; and

 Details of ASBA Account not provided in the Bid cum Application form.

For details of instructions in relation to the Bid cum Application Form, Bidders may refer to the relevant section the GID.

BIDDERS SHOULD NOTE THAT IN CASE THE PAN, THE DP ID AND CLIENT ID MENTIONED IN THE BID CUM APPLICATION
FORM AND ENTERED INTO THE ELECTRONIC APPLICATION SYSTEM OF THESTOCK EXCHANGES BY THE BIDS COLLECTING
INTERMEDIARIES DO NOT MATCH WITH PAN, THE DP ID AND CLIENT ID AVAILABLE IN THE DEPOSITORY DATABASE, THE
BID CUM APPLICATION FORM IS LIABLE TO BE REJECTED.

BASIS OF ALLOCATION

a) The SEBI (ICDR) Regulations specify the allocation or Allotment that may be made to various categories of Bidders
in an Offer depending on compliance with the eligibility conditions. Certain details pertaining to the percentage
of Offer size available for allocation to each category is disclosed overleaf of the Bid cum Application Form and
in the RHP. For details in relation to allocation, the Bidder may refer to the RHP.

b) Under-subscription in any category (except QIB Category) is allowed to be met with spill over from any other
 categoryor combination of categories at the discretion of the Issuer and in consultation with the BRLM and the
Designated Stock Exchange and in accordance with the SEBI (ICDR) Regulations, Unsubscribed portion in QIB
Category is notavailable for subscription to other categories.

c) In case of under subscription in the Offer, spill-over to the extent of such under- subscription may be permitted
from the Reserved Portion to the Offer. For allocation in the event of an under-subscription applicable to the
Issuer, Biddersmay refer to the RHP.

ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT

The Allotment of Equity Shares to Bidders other than Retail Individual Investors and Anchor Investors may be on
proportionate basis. For Basis of Allotment to Anchor Investors, Bidders may refer to RHP. No Retail Individual Investor will
be Allotted less than the minimum Bid Lot subject to availability of shares in Retail Individual Investor Category and the
remaining available shares, if any will be Allotted on a proportionate basis. The Issuer is required to receive a minimum
subscription of 90% of the Offer. However, in case the Offer is in the nature of Offer for Sale only, then minimum
subscription may not be applicable.

BASIS OF ALLOTMENT

a. For Retail Individual Bidders

Bids received from the Retail Individual Bidders at or above the Offer Price shall be grouped together to
determine the total demand under this category. The Allotment to all the successful Retail Individual Bidders
will be made at the Offer Price.

The Offer size less Allotment to Non-Institutional and QIB Bidders shall be available for Allotment to Retail
Individual Bidders who have Bid in the Offer at a price that is equal to or greater than the Offer Price. If the
aggregate demand in this category is less than or equal to 20,88,000 Equity Shares at or above the Offer Price,
full Allotment shall be made to the Retail Individual Bidders to the extent of their valid Bids.

If the aggregate demand in this category is greater than 20,88,000 Equity Shares at or above the Offer Price, the
Allotment shall be made on a proportionate basis up to a minimum of 1200 Equity Shares and in multiples of
1200 Equity Shares thereafter. For the method of proportionate Basis of Allotment, refer below.

b. For Non-Institutional Bidders

Bids received from Non-Institutional Bidders at or above the Offer Price shall be grouped together to determine
the total demand under this category. The Allotment to all successful Non- Institutional Bidders will be made at
the Offer Price.

The Offer size less Allotment to QIBs and Retail shall be available for Allotment to Non- Institutional Bidders who
have Bid in the Offer at a price that is equal to or greater than the Offer Price. If the aggregate demand in this
category is less than or equal to 8,95,200 Equity Shares at or above the Offer Price, full Allotment shall be made
to Non-Institutional Bidders to the extent of their demand.

In case the aggregate demand in this category is greater than 8,95,200 Equity Shares at or above the Offer Price,
Allotment shall be made on a proportionate basis up to a minimum of 1200 Equity Shares and in multiples of
1200 Equity Shares thereafter. For the method of proportionate Basis of Allotment refer below.

c. For QIBs

For the Basis of Allotment to Anchor Investors, Bidders/Applicants may refer to the SEBI ICDR Regulations or RHP
/ Prospectus. Bids received from QIBs Bidding in the QIB Category (net of Anchor Portion) at or above the Offer
Price may be grouped together to determine the total demand under this category. The QIB Category may be
availablefor Allotment to QIBs who have Bid at a price that is equal to or greater than the Offer Price. Allotment
may be undertaken in the following manner: Allotment shall be undertaken in the following manner:

a) In the first instance allocation to Mutual Funds for 5% of the QIB Portion shall be determined as follows:
  In the event that Bids by Mutual Fund exceeds 5% of the QIB Portion, allocation to Mutual Funds
shall be done on a proportionate basis for 5% of the QIB Portion.

 In the event that the aggregate demand from Mutual Funds is less than 5% of the QIB Portion
then all Mutual Funds shall get full Allotment to the extent of valid Bids received above the
Offer Price.

 Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available
forAllotment to all QIB Bidders as set out in (b) below;

b) In the second instance Allotment to all QIBs shall be determined as follows:

 In the event that the oversubscription in the QIB Portion, all QIB Bidders who have submitted
Bids above the Offer Price shall be allotted Equity Shares on a proportionate basis, up to a
minimum of 1200 Equity Shares and in multiples of 1200 Equity Shares thereafter for 95% of
the QIB Portion.

 Mutual Funds, who have received allocation as per (a) above, for less than the number of
Equity Shares Bid for by them, are eligible to receive Equity Shares on a proportionate basis,
upto a minimum of 1200 Equity Shares and in multiples of 1200 Equity Shares thereafter, along
with other QIB Bidders.

 Under-subscription below 5% of the QIB Portion, if any, from Mutual Funds, would be included
for allocation to the remaining QIB Bidders on a proportionate basis. The aggregate Allotment
to QIB Bidders shall not be more than 29,80,000.

 Equity Shares.

d. ALLOTMENT TO ANCHOR INVESTOR (IF APPLICABLE)

a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Allocation Price will be at the
discretion of the Issuer, in consultation with the BRLM, subject to compliance with the following
requirements:

a) not more than 60% of the QIB Portion will be allocated to Anchor Investors;

b) one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subjectto valid Bids being received from domestic Mutual Funds at or above the price at
which allocation is being done to other Anchor Investors; and

c) allocation to Anchor Investors shall be on a discretionary basis and subject to:

 a maximum number of two Anchor Investors for allocation up to ₹ 2 crores;

a minimum number of two Anchor Investors and maximum number of 15 Anchor Investors for
allocation of more than ₹ 2 crores and up to ₹ 25 crores subject to minimum allotment of ₹ 1
croresper such Anchor Investor; and

 in case of allocation above twenty-five crore rupees; a minimum of 5 such investors and a
maximumof 15 such investors for allocation up to twenty-five crore rupees and an additional 10
such investorsfor every additional twenty-five crore rupees or part thereof, shall be permitted,
subject to a minimum allotment of one crore rupees per such investor.

b) A physical book is prepared by the Registrar on the basis of the Anchor Investor Application Forms
received from Anchor Investors. Based on the physical book and at the discretion of the Issuer, in
consultation with the BRLM, selected Anchor Investors will be sent a CAN and if required, a revised
CAN.
 c) In the event that the Offer Price is higher than the Anchor Investor Allocation Price:

Anchor Investors will be sent a revised CAN within one day of the Pricing Date indicating the number of
Equity Shares allocated to such Anchor Investor and the pay-in date for payment of the balance amount.
Anchor Investors are then required to pay any additional amounts, being the difference between the
Offer Price and the Anchor Investor Allocation Price, as indicated in the revised CAN within the pay-in
date referred to in the revised CAN. Thereafter, the Allotment Advice will be issued to such Anchor
Investors

d) In the event the Offer Price is lower than the Anchor Investor Allocation Price:

Anchor Investors who have been Allotted Equity Shares will directly receive Allotment Advice.

e) Basis of Allotment for QIBs (other than Anchor Investors) and NIIs in case of Over Subscribed Offer:

In the event of the Offer being Over-Subscribed, the Issuer may finalize the Basis of Allotment in
consultation with the NSE EMERGE (The Designated Stock Exchange). The allocation may be made in
marketable lots on proportionate basis as set forth hereunder:

a) The total number of Shares to be allocated to each category as a whole shall be arrived at on
a proportionate basis i.e., the total number of Shares applied for in that category multiplied
by the inverse of the oversubscription ratio (number of Bidders in the category multiplied by
number of Shares applied for).

b) The number of Shares to be allocated to the successful Bidders will be arrived at on a

proportionatebasis in marketable lots (i.e., Total number of Shares applied for into the inverse
of the over subscription ratio).

c) For Bids where the proportionate allotment works out to less than 1200 equity shares the
allotment will be made as follows:

 Each successful Bidder shall be allotted 1200 equity shares; and

 The successful Bidder out of the total bidders for that category shall be determined by
drawof lots in such a manner that the total number of Shares allotted in that category
is equal tothe number of Shares worked out as per (b) above.

d) If the proportionate allotment to a Bidder works out to a number that is not a multiple of 1200
equityshares, the Bidder would be allotted Shares by rounding off to the nearest multiple of
1200 equity shares subject to a minimum allotment of 1200 equity shares.

e) If the Shares allotted on a proportionate basis to any category is more than the Shares allotted
to theBidders in that category, the balance available Shares or allocation shall be first adjusted
against any category, where the allotted Shares are not sufficient for proportionate allotment
to the successful Bidder in that category, the balance Shares, if any, remaining after such
adjustment willbe added to the category comprising Bidder applying for the minimum number
of Shares. If as a result of the process of rounding off to the nearest multiple of 1200 Equity
Shares, results in the actual allotment being higher than the shares offered, the final allotment
may be higher at the sole discretion of the Board of Directors, up to 110% of the size of the
Offer specified under the CapitalStructure mentioned in this Prospectus.

Retail Individual Investor' means an investor who applies for shares of value of not more than ₹2,00,000/-.Investors may
note that in case of over subscription allotment shall be on proportionate basis and will be finalized in consultation with
NSE.

The Executive Director / Managing Director of NSE - the Designated Stock Exchange in addition to Book Running Lead
Manager and Registrar to the Public Offer shall be responsible to ensure that the basis of allotment is finalized in a fair and
proper manner in accordance with the SEBI (ICDR) Regulations.
Issuance of Allotment Advice

1) Upon approval of the Basis of Allotment by the Designated Stock Exchange.

2) On the basis of approved Basis of Allotment, the Issuer shall pass necessary corporate action to facilitate the
allotmentand credit of equity shares. Bidders are advised to instruct their Depository Participants to accept the
Equity Shares thatmay be allotted to them pursuant to the Offer.

The Book Running Lead Manager or the Registrar to the Offer will dispatch an Allotment Advice to their Bidders who have
been allocated Equity Shares in the Offer. The dispatch of Allotment Advice shall be deemed a valid, binding and
irrevocablecontract for the Allotment to such Bidder.

3) Issuer will make the allotment of the Equity Shares and initiate corporate action for credit of shares to the successful
Bidders Depository Account within 4 working days of the Offer Closing date. The Issuer also ensures the credit of
sharesto the successful Bidders Depository Account is completed within one working Day from the date of allotment,
after the funds are transferred from ASBA Public Offer Account to Public Offer account of the issuer.

Designated Date:

On the Designated date, the SCSBs shall transfers the funds represented by allocations of the Equity Shares into Public
OfferAccount with the Bankers to the Offer.

The Company will Offer and dispatch letters of allotment/ or letters of regret along with refund order or credit the
allotted securities to the respective beneficiary accounts, if any within a period of 4 working days of the Bid/ Offer Closing
Date. The
Company will intimate the details of allotment of securities to Depository immediately on allotment of securities under
relevantprovisions of the Companies Act, 2013 or other applicable provisions, if any

Instructions for Completing the Bid Cum Application Form

The Applications should be submitted on the prescribed Bid Cum Application Form and in BLOCK LETTERS in ENGLISH only
in accordance with the instructions contained herein and in the Bid Cum Application Form. Applications not so made are
liable to be rejected. Applications made using a third-party bank account or using third party UPI ID linked bank account
are liable to be rejected. Bid Cum Application Forms should bear the stamp of the Designated Intermediaries. ASBA Bid
Cum Application Forms, which do not bear the stamp of the Designated Intermediaries, will be rejected.

SEBI, vide Circular No. CIR/CFD/14/2012 dated October 04, 2012 has introduced an additional mechanism for investors to
submit Bid Cum Application Forms in public issues using the stock broker (broker) network of Stock Exchanges, who may
notbe syndicate members in an Offer with effect from January 01, 2013. The list of Broker Centre is available on the
websites of NSE i.e. [Link] With a view to broad base the reach of Investors by substantial, enhancing the
points for submission of applications, SEBI vide Circular No. CIR/CFD/POLICY CELL/11/2015 dated November10, 2015 has
permitted Registrar to the Offer and Share Transfer Agent and Depository Participants registered with SEBI to accept the
Bid Cum Application Forms in Public Offer with effect front January 01, 2016. The List of ETA and DPs centers for collecting
the application shall be disclosed is available on the websites of NSE i.e., [Link]

Bidder’s Depository Account and Bank Details

Please note that, providing bank account details, PAN No’s, Client ID and DP ID in the space provided in the Bid Cum
Application Form is mandatory and applications that do not contain such details are liable to be rejected.

Bidders should note that on the basis of name of the Bidders, Depository Participant's name, Depository Participant
Identification number and Beneficiary Account Number provided by them in the Bid Cum Application Form as entered into
the Stock Exchange online system, the Registrar to the Offer will obtain front the Depository the demographic details
including address, Bidders bank account details, MICR code and occupation (hereinafter referred to as 'Demographic
Details'). These Demographic Details would be used for all correspondence with the Bidders including mailing of the
Allotment Advice. The Demographic Details given by Bidders in the Bid Cum Application Form would not be used for any
other purpose by the Registrar to the Offer.
By signing the Bid Cum Application Form, the Bidder would be deemed to have authorized the depositories to provide,
upon request, to the Registrar to the Offer, the required Demographic Details as available on its records.

Submission of Bid Cum Application Form

All Bid Cum Application Forms duly completed shall be submitted to the Designated Intermediaries. The aforesaid
intermediaries shall, at the time of receipt of application, give an acknowledgement to investor, by giving the counter foil
or specifying the application number to the investor, as a proof of having accepted the Bid Cum Application Form, in
physical or electronic mode, respectively.

Communications

All future communications in connection with Applications made in this Offer should be addressed to the Registrar to the
Offerquoting the full name of the sole or First Bidder, Bid Cum Application Form number, Bidders Depository Account
Details, number of Equity Shares applied for, date of Bid Cum Application Form, name and address of the Designated
Intermediary where the Application was submitted thereof and a copy of the acknowledgement slip.

Investors can contact the Compliance Officer or the Registrar to the Offer in case of any pre- Offer or post Offer related
problemssuch as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary accounts, etc.

Disposal of Application and Application Moneys and Interest in Case of Delay

The Company shall ensure the dispatch of Allotment advice, and give benefit to the beneficiary account with Depository
Participants and submit the documents pertaining to the Allotment to the Stock Exchange within 2 (two) working days of
date of Allotment of Equity Shares.

The Company shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and
commencement of trading at NSE EMERGE where the Equity Shares are proposed to be listed are taken within 3 (Three)
working days from Offer Closing Date.

In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI Regulations, the Company
furtherundertakes that:

1. Allotment and Listing of Equity Shares shall be made within 3 (Three) days of the Offer Closing Date;

2. Giving of Instructions for refund by unblocking of amount via ASBA not later than 2(Two) working days of the Offer
Closing Date, would be ensured; and

3. If such money is not repaid within prescribed time from the date our Company becomes liable to repay it, then our
Company and every officer in default shall, on and from expiry of prescribed time, be liable to repay such application
money, with interest as prescribed under SEBI (ICDR) Regulations, the Companies Act, 2013 and applicable law.
Further,in accordance with Section 40 of the Companies Act, 2013, the Company and each officer in default may be
punishable with fine and/or imprisonment in such a case

Right to Reject Applications

In case of QIB Bidders, the Company in consultation with the BRLM may reject Applications provided that the reasons for
rejecting the same shall be provided to such Bidder in writing. In case of Non-Institutional Bidders, Retail Individual Bidders
who applied, the Company has a right to reject Applications based on technical grounds.

Impersonation

Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013
which is reproduced below:

"Any person who—

(a) Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for,
 itssecurities; or
(b) Makes or abets making of multiple applications to a company in different names or in different combinations
of hisname 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
anyother person in a fictitious name, shall be liable for action under Section 447."

Undertakings by Our Company

We undertake as follows:

1) That the complaints received in respect of the Offer shall be attended expeditiously and satisfactorily;

2) That all steps will be taken for the completion of the necessary formalities for listing and commencement of trading
on Stock Exchange where the Equity Shares are proposed to be listed within three working days from Offer Closure
date.

3) That the funds required for making refunds as per the modes disclosed or dispatch of allotment advice by registered
post or speed post shall be made available to the Registrar and Share Transfer Agent to the Offer by our Company;

4) Where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication
shall besent to the applicant within three Working Days from the Offer Closing Date, giving details of the bank where
refunds shallbe credited along with amount and expected date of electronic credit of refund;

5) That our Promoter’s contribution in full has already been brought in;

6) That no further Offer of Equity Shares shall be made till the Equity Shares Issued through the Prospectus are listed or
untilthe Application monies are refunded on account of non-listing, undersubscription etc.;

7) That adequate arrangement shall be made to collect all Applications Supported by Blocked Amount while finalizing
the Basis of Allotment;

8) If our Company does not proceed with the Offer after the Bid/ Offer Opening Date but before allotment, then the
reason thereof shall be given as a public notice to be issued by our Company within two days of the Bid/ Offer Closing
Date. Thepublic notice shall be issued in the same newspapers where the Pre- Offer advertisements were
published. The stock exchange on which the Equity Shares are proposed to be listed shall also be informed promptly;

9) If our Company withdraws the Offer after the Bid/ Offer Closing Date, our Company shall be required to file a fresh
Red Herring Prospectus with the Stock exchange/RoC/SEBI, in the event our Company subsequently decides to
proceed with the Offer;

10) If allotment is not made within the prescribed time period under applicable law, the entire subscription amount
received will be refunded/ unblocked within the time prescribed under applicable law. If there is delay beyond the
prescribed time, our Company shall pay interest prescribed under the Companies Act, 2013, the SEBI Regulations
and applicable law for the delayed period.

Utilization of Offer Proceeds

The Board of Directors of our Company certifies that:

1) All monies received out of the Offer shall be credited/ transferred to a separate bank account other than the bank
accountreferred to in sub section (3) of Section 40 of the Companies Act 2013;
2) Details of all monies utilized out of the Offer referred above shall be disclosed and continue to be disclosed till the
time any part of the Offer proceeds remains unutilized, under an appropriate head in our balance sheet of our
company indicating the purpose for which such monies have been utilized;
3) Details of all unutilized monies out of the Offer, if any shall be disclosed under the appropriate separate head in the
balance sheet of our company indicating the form in which such unutilized monies have been invested and
4) Our Company shall comply with the requirements of SEBI Listing Regulations, 2015 in relation to the disclosure and
monitoring of the utilization of the proceeds of the Offer.
5) Our Company shall not have recourse to the Offer Proceeds until the approval for listing and trading of the Equity
 Sharesfrom the Stock Exchange where listing is sought has been received.
6) The Book Running Lead Manager will that the complaints or comments received in respect of the Offer will be
attended expeditiously and satisfactorily.

Equity Shares in Dematerialized Form with NSDL or CDSL

To enable all shareholders of our Company to have their shareholding in electronic form, the Company has signed the following
tripartite agreements with the Depositories and the Registrar and Share Transfer Agent:
a) Tripartite Agreement dated January 17, 2024 between NSDL, the Company and the Registrar to the Offer;
b) Tripartite Agreement dated January 15, 2024 between CDSL, the Company and the Registrar to the Offer;

The Company's equity shares bear an ISIN No. INE0SWN01019

 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and
Foreign Exchange Management Act, 1999 ("FEMA"). While the Industrial Policy, 1991 prescribes the limits and the
conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates
the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted,
foreign investment is freely permitted in all sectors of Indian economy up to any extent and without any prior approvals,
but the foreign investor is required to follow certain prescribed procedures for making such investment. The government
bodies responsible for granting foreign investment approvals are the Reserve Bank of India ("RBI") and Department for
Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (“DPIIT”).

The Government of India, from time to time, has made policy pronouncements on Foreign Direct Investment ("FDI")
through press notes and press releases. The DPIIT, has issued consolidated FDI Policy Circular of 2020 ("FDI Policy 2020"),
effective from October15, 2020, which consolidates and supersedes all previous press notes, press releases and clarifications
on FDI Policyissued by the DIPP that were in force. The Government proposes to update the consolidated circular on FDI
policy once every year and therefore, FDI Policy 2020 will be valid until the DIPP issues an updated circular.

The RBI also issues Master Circular on Foreign Investment in India every year. Presently, FDI in India is being governed by
Master Circular on Foreign Investment dated July 01, 2015 as updated from time to time by RBI and Master Direction –
ForeignInvestment in India (updated upto March 08, 2019). In terms of the Master Circular, an Indian company may issue
fresh shares to people resident outside India (who is eligible to make investments in India, for which eligibility criteria are
as prescribed). Such fresh issue of shares shall be subject to inter-alia, the pricing guidelines prescribed under the Master
Circular and Master Direction. The Indian company making such fresh issue of shares would be subject to the reporting
requirements, inter-alia withrespect to consideration for issue of shares and also subject to making certain filings including
filing of Form FC-GPR.

In case of investment in sectors through Government Route, approval from competent authority as mentioned in Chapter
4 of the FDI Policy 2020 has to be obtained.

The transfer of shares between an Indian resident to a non-resident does not require the prior approval of the RBI, subject
to fulfilment of certain conditions as specified by DIPP / RBI, from time to time.

As per the existing policy of the Government of India, OCBs cannot participate in this Issue and in accordance with the
extant FDI guidelines on sectoral caps, pricing guidelines etc. as amended by Reserve bank of India, from time to time.
Investors are advised to confirm their eligibility under the relevant laws before investing and / or subsequent purchase or
sale transaction in the Equity Shares of our Company. Investors will not offer, sell, pledge or transfer the Equity Shares of
our Company to any person who is not eligible under applicable laws, rules, regulations, guidelines. Our Company, the
Underwriters and their respective directors, officers, agents, affiliates and representatives, as applicable, accept no
responsibility or liability for advisingany investor on whether such investor is eligible to acquire Equity Shares of our
Company.

Investment conditions/restrictions for overseas entities

Under the current FDI Policy 2020 and amendments from time to time thereupon, the maximum amount of Investment
(sectoral cap) by foreign investor in an issuing entity is composite unless it is explicitly provided otherwise including all
types of foreigninvestments, direct and indirect, regardless of whether it has been made for FDI, FPI, NRI/OCI, LLPs, FVCI,
Investment Vehicles and DRs under Schedule 1, 2, 3, 6, 7, 8, 9, 10 and 11 of FEMA (Transfer or Issue of Security by Persons
Resident outside India) Regulations, 2017 as amended from time to time. Any equity holding by a person resident outside
India resulting from conversion of any debt instrument under any arrangement shall be reckoned as foreign investment
under the composite cap.

Portfolio Investment upto aggregate foreign investment level of 49% or sectoral /statutory cap, whichever is lower, will
not be subject to either Government approval or compliance of sectoral conditions, if such investment does not result in
transfer of ownership and/or control of Indian entities from resident Indian citizens to non-resident entities. Other foreign
investments willbe subject to conditions of Government approval and compliance of sectoral conditions as per FDI Policy.
The total foreign investment, direct and indirect, in the issuing entity will not exceed the sectoral /statutory cap.

Investment by FPIs under Portfolio Investment Scheme (PIS)

With regards to purchase/sale of capital instruments of an Indian company by an FPI under PIS the total holding by each
FPI oran investor group as referred in SEBI (FPI) Regulations, 2014 shall not exceed 10% of the total paid-up equity capital
on a fullydiluted basis or less than 10% of the paid-up value of each series of debentures or preference shares or share
warrants issued byan Indian company and the total holdings of all FPIs put together shall not exceed 24% of paid-up equity
capital on fully dilutedbasis or paid-up value of each series of debentures or preference shares or share warrants. The said
limit of 10% and 24% will be called the individual and aggregate limit, respectively. However, this limit of 24 % may be
increased up to sectoral cap/statutory ceiling, as applicable, by the Indian company concerned by passing a resolution by
its Board of Directors followed by passing of a special resolution to that effect by its general body.

Investment by NRI or OCI on repatriation basis:

The purchase/sale of equity shares, debentures, preference shares and share warrants issued by an Indian company
(hereinafter referred to as "Capital Instruments") of a listed Indian company on a recognized stock exchange in India by
Non- Resident Indian (NRI) or Overseas Citizen of India (OCI) on repatriation basis is allowed subject to certain conditions
under Schedule 3 of the FEMA (Transfer or Issue of security by a person resident outside India) Regulations, 2017 as
amended from time to time. The total holding by any individual NRI or OCI shall not exceed 5% of the total paid-up equity
capital on a fully diluted basis or should not exceed 5% of the paid-up value of each series of debentures or preference
shares or share warrants issued by an Indian company and the total holdings of all NRIs and OCIs put together shall not
exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each
series of debentures or preference shares or share warrants; provided that the aggregate ceiling of 10% may be raised to
24% if a special resolution to that effect is passed by the general body of the Indian company.

Investment by NRI or OCI on non-repatriation basis

As per current FDI Policy 2020, schedule 4 of FEMA (Transfer or Issue of Security by Persons Resident outside India)
Regulations – Purchase/ sale of Capital Instruments or convertible notes or units or contribution to the capital of an LLP
by a NRI or OCI on non- repatriation basis – will be deemed to be domestic investment at par with the investment made
by residents. This is further subject to remittance channel restrictions.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("US
Securities Act") or any other state securities laws in the United States of America and may not be sold or offered within
the United States of America, or to, or for the account or benefit of "US Persons" as defined in Regulation S of the U.S.
Securities Act, except pursuant to exemption from, or in a transaction not subject to, the registration requirements of
US Securities Act and applicable state securities laws.

Accordingly, the equity shares are being offered and sold only outside the United States of America in an offshore
transaction in reliance upon Regulation S under the US Securities Act and the applicable laws of the jurisdiction where
those offers and sale occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and Application may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.

The above information is given for the benefit of the Applicants. Our Company and the Lead Manager are not liable for
any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this
Prospectus. Applicants are advised to make their independent investigations and ensure that the Applications are not in
violation of laws or regulations applicable to them and do not exceed the applicable limits under the laws and regulations.
 SECTION XIII – MAIN PROVISION OF ARTICLES OF ASSOCIATION

THE COMPANIES ACT, 2013

(COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
OF
TRUST FINTECH LIMITED*

INTERPRETATION

1) In these Regulations: -

a) "The Act" means the Companies Act, 2013,

b) "Company" means TRUST FINTECH LIMITED*
c) The Seal" means the Common Seal of the Company.
2) Unless the context otherwise requires words or expressions contained in these regulations shall bear the same meaning
as in the Act, or any statutory modification thereof in force at the date at which these regulations become binding on the
Company.
PUBLIC COMPANY

3) The Company is a public company within the meaning of Section 2(71) of the Companies Act, 2013 and accordingly:

a) is not a private company;

b) has a minimum paid-up share capital of five lakh rupees or such higher paid-up capital, as may be prescribed:
Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be
public company for the purposes of this Act even where such subsidiary company continues to be a private company
in its articles;
c) It is nowhere mention regarding the minimum number of members for public company (i.e., seven).
SHARE CAPITAL AND VARIATION OF RIGHTS

4) The Authorised Share Capital of the Company shall be such amount and be divided into such shares as may, from time
to time, be provided in Clause V of the memorandum of Association of the Company, payable in the manner as may
be determined by the Directors from time to time, with powers to increase, reduce, sub-divide or repay the same or
to divide the same into several classes and to attach thereto any rights and to consolidate or subdivide or reorganize
the Shares and to vary such rights as may be determined in accordance with the regulations of the Company. The
minimum paid up capital of the Company shall be Rs. 100,000 (Rupees One lakh only).

5) Subject to the provisions of the Act and these Articles, the shares in the capital of the company shall be under the
control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such
proportion and on such terms and conditions and either at a premium or at par and at such time as they may from
time to time think it.
6)
(i) Every person whose name is entered as a member in the register of members shall be entitled to receive within
two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month
after the application for the registration of transfer or transmission or within such other period as the conditions
of issue shall be provided,-
 *Subject to confirmation of Central Government, name of the Company was changed from “Trust Systems and
Software
(India) Limited” to “Trust Fintech Limited” vide Special Resolution passed at the Extraordinary General Meeting of
the
Company held on November 22, 2023.

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.
(ii) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid-up
thereon.

(iii) 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.

7)
(i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for
endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may
be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction
of the company and on execution of such indemnity as the company deem adequate, a new certificate in lieu
thereof shall be given. Every certificate under this Article shall be issued on payment of twenty rupees for each
certificate.

(ii) The provisions of Articles (2) and (3) shall mutatis mutandis apply to debentures of the company.

8) 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.
9)
(i) The company may exercise the powers of paying commissions conferred by subsection (6) of section 40, 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 that section and rules made thereunder

(ii) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under
subsection (6) of section 40.

(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

10)
(i) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of section 48,
and whether or not the company is being wound up, be varied with the consent in writing of the holders of three-
fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting
of the holders of the shares of that class.
(ii) To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis
mutandis apply, but so that the necessary quorum shall be at least two persons holding at least one-third of the
issued shares of the class in question.

(iii) 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)
(i) Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialize its shares
and to offer shares in a dematerialized form pursuant to the Depositories Act, 1996.

(ii) Notwithstanding anything contained in, these Articles, and subject to the provisions of law for the time being in
force, the Company shall on a request made by a beneficial owner, re- materialize the shares, which are in
dematerialized form.

(iii) Every person subscribing to the shares offered by the Company shall have the option to receive share certificates
or to hold the shares with a Depository. Such a person who is the beneficial owner of the shares can at any time
opt out of Depository, if permitted by the law, in respect of any shares 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 certificate of shares.

(iv) All shares held by a Depository shall be dematerialized and shall be in a fungible form.
a. Notwithstanding anything to the contrary contained in the Act or these Articles of Association of the
Company, as amended from time to time (the "Articles"), a Depository shall' be deemed to be the
registered owner for the purposes of effecting any transfer of ownership of shares on behalf of the
beneficial owners.
b. Save as otherwise provided in (a) above, the Depository as the registered owner of the shares shall not
have any voting rights or any other rights in respect of shares held by it.
c. Every person holding Shares of the Company and whose name is entered as the beneficial owner in
the records of the Depository shall be deemed to be the owner of such shares and shall also be deemed
to be a shareholder of the Company. The beneficial owner of the shares shall be entitled to all the liabilities in
respect of his shares which are held by a Depository
(v) Notwithstanding anything in the Act or these Articles to the contrary, where shares 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 floppies or disks or any other mode as prescribed by law from time to time.

(vi) Nothing contained in the Act or these Articles shall apply to a transfer of securities effected by a transferor and
transferee both of who are entered as beneficial owners in the records of a Depository.

(vii) Notwithstanding anything in the Act or these Articles, where securities are dealt with by a Depository, the
Company shall intimate the details thereof to the Depository immediately on allotment of such securities

(viii) Nothing contained in the Act or these Articles regarding the necessity to have distinctive numbers for securities
issued by the Company shall apply to securities held with a Depository.
12) Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary resolution, be
issued on the terms that they are to be redeemed on such terms and in such manner as the company before the
issue of the shares may, by special resolution, determine.
LIEN
13) (i) The company shall have a first and paramount lien-
a) on every share (not being a fully paid share), for all monies (whether presently payable or not) called, or payable
at a fixed time, in respect of that share; and

b) on all shares (not being fully paid shares) standing registered in the name of a single person, for all monies
presently payable by him or his estate to the company:

Provided that the Board of directors may at any time declare any share to be wholly or in part exempt from
the provisions of this clause

c) 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.

14) The company may sell, in such manner as the Board thinks fit, any shares on which the company has a lien:
Provided that no sale shall be made-
(a) unless a sum in respect of which the lien exists is presently payable; or

(b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of
the amount in respect of which the lien exists as is presently payable, has been given to the registered holder
for the time being of the share or the person entitled thereto by reason of his death or insolvency;

15)
(i) To give effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser
thereof.

(ii) The purchaser shall be registered as the holder of the shares comprised in any such transfer.

(iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares
be affected by any irregularity or invalidity in the proceedings in reference to the sale.

16)
(i) The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in
respect of which the lien exists as is presently payable.

(ii) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before
the sale, be paid to the person entitled to the shares at the date of the sale.

CALLS ON SHARES
17)
(i) The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their shares
(whether on account of the nominal value of the shares or by way of premium) and not by the conditions of
allotment thereof made payable at fixed times, provided that no call shall exceed one-fourth of the nominal
value of the share or be payable 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 the time or times and place of
payment, pay to the company, at the time or times and place so specified, the amount called on his shares.
(iii) A call may be revoked or postponed at the discretion of the Board.

18) 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 instalments.

19) The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

20)
(i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person
from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time
of actual payment at ten per cent, per annum or at such lower rate, if any, as the Board may determine.

(ii) The Board shall be at liberty to waive payment of any such interest wholly or in part.

21)
(i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on
account of the nominal value of the share or by way of premium, shall, for the purposes of these regulations, be
deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes
payable.

(ii) In case of nonpayment of such sum, all the relevant provisions of these regulations 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.

22) The Board-

a) may, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies uncalled
and unpaid upon any shares held by him; and

b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently
payable) pay interest at such rate not exceeding, unless the company in general meeting shall otherwise direct,
twelve per cent, per annum, as may be agreed upon between the Board and the member paying the sum in
advance.
TRANSFER OF SHARES
23)
(i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor
and transferee.

(ii) The 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.

24) The Board may, subject to the right of appeal conferred by section 58 decline to register-
a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve or

b) any transfer of shares on which the company has a lien.

25) 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 (7) 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.

26) On giving not less than seven days’ previous notice in accordance with section 91 and rules made thereunder,
the registration of transfers may be suspended at such times and for such periods as the Board may from time
to time determine:
Provided that such registration shall not be suspended for more than thirty days at any one time or for more
than forty five days in the aggregate in any year.

TRANSMISSION OF SHARES
27)
(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.

(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.

28)
(i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such
evidence being produced as may from time to time properly be required by the Board and subject as hereinafter
provided, elect, either-
a) to be registered himself as holder of the share; or

b) to make such transfer of the share as the deceased or insolvent member could have made.

(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the
deceased or insolvent member had transferred the share before his death or insolvency.

29)
(i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or
send to the company a notice in writing signed by him stating that he so elects.

(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the
share.

(iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the
registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or
insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member.

30) A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the
same advantages to which he would be entitled if he were the registered holder of the share, except that he shall
not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right
conferred by membership in relation to meetings of the company:

Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered
himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may
 thereafter withhold payment of all monies payable in respect of the share, until the requirements of the notice
have been complied with.
FORFEITURE OF SHARES

31) If a member fails to pay any call, or instalment 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 instalment remains unpaid, serve a notice
on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may
have accrued.

32) The notice aforesaid shall-

a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the
notice) on or before which the payment required by the notice is to be made; and

b) state that, in the event of non-payment on or before the day so named, the shares in respect of which
the call was made shall be liable to be forfeited.

33) If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice
has been given may, at any time thereafter, before the payment required by the notice has been made, be
forfeited by a resolution of the Board to that effect.

34)
(i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks
fit.
(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks
fit.

35)
(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.
(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.

36)
(i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the
company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be
conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share;
(ii) The company may receive the consideration, if any, given for the share on any sale or disposal thereof and may
execute a transfer of the share in favour of the person to whom the share is sold or disposed of;
(iii) The transferee shall thereupon be registered as the holder of the share; and
(iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to
the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or
disposal of the share.

37) The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum which, by
the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the
share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.
ALTERATION OF CAPITAL

38) 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 in the resolution.
39) Subject to the provisions of section 61, the company may, by ordinary resolution, -
a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of
any denomination;

c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the
memorandum;

d) Cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be
taken by any person.

40) Where shares are converted into stock, -

e) 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.

f) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges
and advantages as regards dividends, voting at meetings of the company, and other matters, as if they held
the shares from which the stock arose; but no such privilege or advantage shall be conferred by an amount
of stock which would not, if existing in shares, have conferred that privilege or advantage.

g) 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.

41) The company may, by special resolution, reduce in any manner and with, and subject to, any incident authorised
and consent required by law, -
h) its share capital;

i) any capital redemption reserve account; or

j) any share premium account.

CAPITALISATION OF PROFITS
42)
(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. The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision
contained in clause (iii), either in or towards-
A. paying up any amounts for the time being unpaid on any shares held by such members respectively;

B. paying up in full, unissued shares of the company to be allotted and distributed, credited as fully paid-up,
to and amongst such members in the proportions aforesaid;

C. partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B);
 D. A securities premium account and a capital redemption 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 regulation.

43)
(i) Whenever such a resolution as aforesaid shall have been passed, the Board shall-

a) make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and
all allotments and issues of fully paid shares if any; and

b) Generally, do all acts and things required to give effect thereto.

(ii) The Board shall have power-

a) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it
thinks fit, for the case of shares becoming distributable in fractions; and

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 SHARE
44) Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any
other applicable provision of the Act or any other law for the time being in force, the company may purchase
its own shares or other specified securities.
GENERAL MEETINGS
45) All general meetings other than annual general meeting shall be called extraordinary general meeting.

46)
(i) The Board may, whenever it thinks fit, call an extraordinary general meeting.

(ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not within
India, any director or any two members of the company may call an extraordinary general meeting in the
same manner, as nearly as possible, as that in which such a meeting may be called by the Board.
PROCEEDINGS AT GENERAL MEETINGS
47)
(i) No business shall be transacted at any general meeting unless a quorum of members is present at the
time when the meeting proceeds to business.

(ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section
103.
48) The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company.

49) If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for
holding the meeting, or is unwilling to act as chairperson of the meeting, the directors present shall elect one
of their members to be Chairperson of the meeting.
50) 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.
ADJOURNMENT OF MEETING
51)
(i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so
directed by the meeting, adjourn the meeting from time to time and from place to place.

(ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the
meeting from which the adjournment took place.

(iii) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as
in the case of an original meeting.

(iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of
an adjournment or of the business to be transacted at an adjourned meeting.
VOTING RIGHTS
52) Subject to any rights or restrictions for the time being attached to any class or classes of shares, -
a) on a show of hands, every member present in person shall have one vote; and

b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share
capital of the company.

53) A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall
vote only once

54)
(i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall
be accepted to the exclusion of the votes of the other joint holders

(ii) For this purpose, seniority shall be determined by the order in which the name stand in the register of
members.

55) A member of unsound mind, or in respect of whom an order has been made by any court havin9 jurisdiction
in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and
any such committee or guardian may, on a poll, vote by proxy.

56) Any business other than that upon which a poll has been demanded may be proceeded with, pending the
taking of the poll.

57) No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable
by him in respect of shares in the company have been paid

58)
(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
59) The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is
signed or a notarized copy of that power or authority, shall be deposited at the registered office of the
company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the
person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the
time appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid.

60) An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105.

61) 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:

Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received
by the company at its office before the commencement of the meeting or adjourned meeting at which the
proxy is used.
BOARD OF DIRECTORS
62)
1. At the time of adoption of these new set of Articles, the Directors of the Company are:

i. HEMANT PADMANABH CHAFALE

ii. MANDAR KISHOR DEO
iii. HERAMB RAMKRISHNA DAMLE
iv. ANAND SHANKER KANE

2. Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be
decided by a majority of votes.

3. The Directors shall not be required to hold any qualification shares in the Company.

63)
(i) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue
from day today.

(ii) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all
travelling, hotel and other expenses properly incurred by them-
a) in attending and returning from meetings of the Board of Directors or any committee thereof or
general meetings of the company; or

b) in connection with the business of the company.

64) The Board may pay all expenses incurred in getting up and registering the company.

65) The company may exercise the powers conferred on it by section 88 with regard to the keeping of a foreign
register; and the Board may (subject to the provisions of that section) make and vary such regulations as it
may think fit respecting the keeping of any such register.
66) All cheque, 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.

67) Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to
be kept for that purpose.

68)
(i) Subject to the provisions of section 149, the Board shall have power at any time, and from time to time,
to appoint a person as an additional director, provided the number of the directors and additional
directors together shall not at any time exceed the maximum strength fixed for the Board by the articles.

(ii) Such person shall hold office only up to the date of the next annual general meeting of the company but
shall be eligible for appointment by the company as a director at that meeting subject to the provisions
of the Act.

(iii) The Board may appoint Altimeter Directors to act for a Director ("Original Director") during his absence.
The Original Director shall have a right to recommend, subject to appointment by the Board, any other
person to be his alternate. The alternate Director shall not hold office for a period longer than the term
of the Original Director.
PROCEEDINGS OF THE BOARD
69) Proceeding of the board

(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.
70)
(i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be
decided by a majority of votes.

(ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote.

71) The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number
is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director
may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning
a general meeting of the company, but for no other purpose.

(i) The Board may elect a chairperson of its meetings and determine the period for which he is to hold
office.

(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five
minutes after the time appointed for holding the meeting, the directors present may choose one of
their number to be Chairperson of the meeting.

72)
(i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting
of such member or members of its body as it thinks fit.
 (ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations
that may be imposed on it by the Board.
73)
(i) A committee may elect a chairperson of its meetings.

(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes
after the time appointed for holding the meeting, the members present may choose one of their members
to be Chairperson of the meeting.
74)
(i) A committee may meet and adjourn as it thinks fit

(ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the
members present, and in case of an equality of votes, the Chairperson shall have a second or casting vote.

75) All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director, shall,
notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any
one or more of such directors or of any person acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to
be a director.

76) Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board
or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee,
shall be valid and effective as if it had been passed at a meeting of the Board or committee, duly convened
and held.
CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY, CHIEF FINANCIAL OFFICER
77) 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.

78) A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and
chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being
done by or to the same person acting both as director and as, or in place of, chief executive officer, manager,
company secretary or chief financial officer.
THE SEAL
79) The seal
(i) The Board shall provide for the safe custody of the seal.

(ii) The seal of the company shall not be affixed to any instrument except by the authority of a resolution
of the Board or of a committee of the Board authorised by it in that behalf, and except in the presence
of at least two directors and of the secretary or such other person as the Board may appoint for the
purpose; and those two directors and the secretary or other person aforesaid shall sign every instrument
to which the seal of the company is so affixed in their presence.

DIVIDENDS AND RESERVE

80) The company in general meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Board.
81) Subject to the provisions of section 123, the Board may from time to time pay to the members such interim
dividends as appear to it to be justified by the profits of the company.

82)
(i) The Board may, before recommending any dividend, set aside out of the profits of the company such sums
as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any
purpose to which the profits of the company may be properly applied, including provision for meeting
contingencies or for equalizing dividends; and pending such application, may, at the like discretion, either
be employed in the business of the company or be invested in such investments (other than shares of the
company) as the Board may, from time to time, thinks fit.

(ii) The Board may also carry forward any profits which it may consider necessary not to divide, without
setting them aside as a reserve.

83)
(i) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends
shall be declared and paid according to the amounts paid or credited as paid on the shares in respect
whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the company,
dividends may be declared and paid according to the amounts of the shares.
(ii) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this
regulation as paid on the share.

(iii) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on
the shares during any portion or portions of the period in respect of which the dividend is paid; but if any
share is issued on terms providing that it shall rank for dividend as from a particular date such share shall
rank for dividend accordingly.

84) 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.

85)
(i) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or
warrant sent through the post directed to the registered address of the holder or, in the case of joint
holders, to the registered address of that one of the joint holders who is first named on the register of
members, or to such person and to such address as the holder or joint holders may in writing direct.

(ii) Every such cheque or warrant shall be made payable to the order of the person to whom itis sent.

86) 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.
 SECTION XIV- OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by our
Company or contracts entered into more than two (2) years before the date of filing of this Red Herring Prospectus)
which are or may be deemed material have been entered or are to be entered into by our Company. These contracts,
copies of which will be attached to the copy of the Red Herring Prospectus to be delivered to the RoC for filing and
also the documents for inspection referred to hereunder, may be inspected at the Registered office: Plot No.11/4, I.T.
Park, Gayatri Nagar, ParsodiI, Nagpur, Maharashtra-440022from the date of filing this Red Herring Prospectus with
RoC to Issue Closing Date on working days from 11.00 a.m. to 5.00 p.m.
MATERIAL CONTRACTS

1. Issue Agreement dated January 12, 2024 between our company and the Lead Manager.
2. Registrar Agreement dated January 18, 2024 between our company and the Registrar to the Issue.
3. Cash Escrow and Sponsor Bank Agreement dated March 15, 2024 among our Company, the Lead Manager, The
Banker to the Issue/Public Issue Bank/Sponsor Bank and the Registrar to the Issue.
4. Underwriting Agreement dated March 15, 2024 between our company and the Underwriters.
5. Market making Agreement dated March 15, 2024 between our company, the Lead Manager and the Market Maker.
6. Agreement among NSDL, our company and the registrar to the issue dated January 17, 2024.
7. Agreement among CDSL, our company and the registrar to the issue dated January 15, 2024.

MATERIAL DOCUMENTS FOR THE ISSUE

1. Certified true copy of Certificate of Incorporation (s), the Memorandum of Association and Articles of
Association of our Company, as amended.
2. Resolutions of the Board of Directors dated December 01, 2023 in relation to the Issue and other related
matters.
3. Shareholders’ resolution dated December 23, 2023 in relation to the Issue and other related matters.
4. Consents of Directors, Company Secretary and Compliance Officer, Chief Financial Officer, Statutory Auditors,
the Book Running Lead Manager, Registrar to the Issue, Peer review Auditor and Legal Advisor to act in their
respective capacities.
5. Peer Review Auditors Report dated January 07, 2024 on Restated Financial Statements of our Company for
the period ended September 30, 2023 and for the year ended March 31, 2023, 2022 and 2021.
6. The Report dated January 07, 2024 from the Peer Reviewed Auditors of our Company, confirming the
Statement of Possible Tax Benefits available to our Company and its Shareholders as disclosed in the Draft
Red Herring Prospectus.
7. Certificate of Key Performance Indicators (KPIs) dated January 25, 2024 issued by peer reviewed auditor, M/s
Abhijit kelkar & Co., Chartered Accountants.
8. The Report dated January 30, 2024 by Legal Advisor to the Company confirming status of Outstanding
Litigation and Material Development.
9. Copy of approval from NSE Emerge vide letter dated March 19, 2024 to use the name of NSE in this offer
document for listing of Equity Shares on Emerge Platform of NSE.
10. Due diligence certificate dated January 30, 2024 from Lead Manager to the Issue.
11. Addendum to the Draft Red Herring Prospectus dated March 15, 2024.
12. Board Resolution dated January 30, 2024 for approval of Draft Red Herring Prospectus, March 19, 2024 for
approval of Red Herring Prospectus and Board Resolution dated [●] for approval of the Prospectus.

Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at any
time if so, required in the interest of our Company or if required by other parties, without reference to the
shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.
 DECLARATION

We, hereby declare that, all the relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued
by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India,
established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been
complied with no statement made in the Red Herring Prospectus is contrary to the provisions of the Companies
Act, 1956, notified provisions of Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules
made there under or regulations/guidelines issued, as the case maybe. We further certify that all the statements
made in this Red Herring Prospectus are true and correct.

Signed by the Directors of our Company

Sr. No. Name Category Designation Signature
1. Hemant Padmanabh Chafale Executive Managing Director Sd /-
2. Mandar Kishor Deo Executive Whole Time Director Sd /-
3. Heramb Ramkrishna Damle Executive Whole time Director Sd /-
4. Anand Shankar Kane Executive Director Sd /-
5. Sandhya Narendra Gulhane Non- Executive Director Sd /-
6. Nitin Dattatraya Alshi Non- Executive Independent Director Sd/-
7. Kapil D. Chandrayan Non- Executive Independent Director Sd/-
8. Prasad A Dongarkar Non- Executive Independent Director Sd/-
Signed by the Chief Financial Officer and Company Secretary of our Company
9. Anand Shankar Kane Whole – Time Chief Financial Officer Sd /-
10. Deshana Keval Joshi Whole – Time Company Secretary Sd /-

Place: Nagpur
Date: March 19, 2024