Everestims Technologies Limited

This section defines various terms and abbreviations used throughout the Draft Red Herring Prospectus. It specifies that 'Everestims Technologies Limited' is the company, and defines terms related to the company, such as its name, registered office, and Corporate Identification Number (CIN). It also defines key personnel like the Chairman and Chief Financial Officer, as well as various financial metrics and parties involved in the offering.

This section defines various terms related to the offering process, including mechanisms for blocking bid amounts, different types of bidders, and agreements involved in the offer. It specifies terms like ASBA forms, bid amounts, various banks involved, and the process of allotment. It also defines different types of issues, such as a Fresh Issue and an Offer for Sale, along with related financial and procedural terms.

This section defines various terms used within the context of the offering. It specifies definitions for terms related to mobile applications, different portions of the offer such as Mutual Fund Portion and Non-Institutional Portion, types of bidders like Non-Resident individuals, and various procedural and legal terms. It also defines key entities such as the Registrar to the Offer, the various agreements involved in the offer process, and the payment mechanisms like UPI. Furthermore, it outlines timelines for working days and lists technical/industry-related abbreviations.

This section primarily defines various conventional and general terms, abbreviations, and financial data conventions used throughout the Draft Red Herring Prospectus. It outlines specific conventions regarding the geographical references (India vs. the Republic of India), time references (Indian Standard Time vs. Calendar Year), and the reporting periods for financial data. It also specifies that financial statements are prepared according to the Companies Act, Indian GAAP, and restated in accordance with the SEBI ICDR Regulations and certain guidance notes.

This section discusses various risks associated with the investment, including risks related to technological changes, competition, and the ability to adapt products and services. It highlights potential negative impacts on business, financial condition, and operations due to factors such as the inability to keep pace with technological advancements, issues with product development, and potential cash flow problems from investing and financing activities. Furthermore, the text details risks concerning the lack of formal agreements with channel partners, potential defects or disruptions in software products, and the possibility of misuse of platforms, all of which could lead to customer dissatisfaction, loss of sales, or legal issues.

The provided text discusses several risks related to the company's operations, including the dependency on cash flow, the reliance on skilled personnel, vulnerability to cybersecurity threats, and potential issues with regulatory filings and statutory dues. The company operates from leased premises and faces risks from lease agreements being terminated. Furthermore, the text details instances of delayed filings with the Registrar of Companies and issues with timely payment and deposit of various statutory dues like GST, PT, and TDS. There is also a disclosed potential for conflicts of interest with a group company.

The provided text discusses various risks and dependencies related to the company's operations, including potential conflicts of interest, management experience, client support, revenue consistency, legal compliance, customer/supplier dependence, marketing effectiveness, and the nature of their business models. It highlights concerns about the ability to manage regulatory risks across global operations, the vulnerability of revenue streams to execution timing, the reliance on key customers and suppliers, and the uncertainty surrounding the adoption of new product solutions. Furthermore, it addresses risks associated with using third-party open-source software and the potential impact of changes in the legal framework concerning intellectual property rights.

The provided section discusses various risks and limitations related to the company's operations, financial reporting, and business environment. Risks include potential issues with open-source software licenses, intense market competition that could affect pricing and revenues, and dependency on key management personnel and skilled technical staff. Furthermore, the section highlights limitations in the audit of the subsidiary's financial statements, the potential for adverse effects from related party transactions, and risks associated with regulatory changes impacting licenses and permits. Finally, it addresses the uncertainty in sustaining growth, the difficulty in estimating and recovering costs from contracts, and potential inadequacies in insurance coverage.

The provided text discusses various risks related to the company's operations, financial performance, and the regulatory environment in India. Risks include issues with insurance coverage, the uncertainty of financial estimates and projections, and the potential impact of changing government regulations, tax laws, and political instability in India. Furthermore, the text highlights uncertainties related to international operations, foreign currency fluctuations, and the general volatility of financial markets. It also addresses the potential negative impact of inflation, the difficulty in enforcing foreign judgments, and the risks associated with natural calamities and civil unrest.

This section details various regulatory and operational aspects related to the offer, including the structure of the equity share offering. It outlines the composition of the offer, which includes portions for QIB, Non-Institutional, and Individual Investors. It specifies the quantity of equity shares being offered for fresh issue and offer for sale, along with the various allocation rules and reservations for different investor categories. Furthermore, it mentions the authorization of the offer by the Board and Shareholders and details the process for selling shareholders to participate in the offer.

The provided text details various aspects of the offering process, including allocation rules for different investor categories, and financial statements. It outlines that allocation to certain investor portions is subject to valid bids received at or above the Offer Price, and that allocations are made on a proportionate basis based on available shares. Furthermore, the text provides financial data for the years ended March 31, 2026, 2025, and 2024, covering shareholders' funds, assets, profit and loss, and cash flows.

This section details various corporate and regulatory information related to the company. It covers the history of the company's incorporation and subsequent conversion to a public limited company, along with the registered office details. Furthermore, it lists the Board of Directors, the Chief Financial Officer, the Company Secretary and Compliance Officer, and the various parties involved in the offering process such as the Legal Advisor, Book Running Lead Manager, Registrar to the Offer, and the Bankers to the Company.

The document outlines various procedural and regulatory aspects related to the offer, including rules for different investor types and the involvement of various entities. It details requirements for applying through different channels like SCSB branches or through registered brokers. Furthermore, it specifies the roles and responsibilities concerning the book running lead manager, the appointment of statutory auditors, and the market-making arrangement for the equity shares.

The trading of equity shares will occur in a continuous session once the company is listed on the BSE SME, with Market Makers present as per BSE and SEBI guidelines. Price bands for offers up to ₹250 crores are defined based on whether an equilibrium price is found in the call auction, either as 5% of the equilibrium price or 5% of the offer price. Trading will take place in the TFT segment for the first 10 days. Various spread slabs are applicable depending on the offer size, and there are provisions for Market Makers to withdraw, which requires notice to the Book Running Lead Manager. Furthermore, BSE SME will monitor obligations and impose penalties for non-compliance, and limits on market maker activities are set based on the offer size.

This section details the capital structure of the company, including the authorized and issued share capital before the offer. It outlines various components of the offer, such as the fresh issue and the offer for sale, along with provisions for market makers and the net offer to the public. Furthermore, the text provides a history of paid-up share capital, including various allotments and bonus issues over time, and details regarding the consolidation of equity shares. It also lists the class of shares and confirms that all issued equity shares are fully paid-up.

This section details the issuance of 169 equity shares with a face value of ₹1 each, followed by a bonus issue of 1,51,50,736 equity shares with a face value of ₹10 each. The data lists various shareholders and the number of shares allotted in both issuances. A specific bonus issue occurred on November 9, 2024, in the ratio of 8:1 to reward shareholders and increase liquidity.

The section details various aspects of the company's capital structure, including the issue of shares and the current shareholding pattern. It notes that no equity shares have been allotted under certain schemes as of the DRHP date. Furthermore, it outlines the adoption of an Employee Stock Option Scheme (ESOP) which limits options to a maximum of 10% of the paid-up share capital. The document also provides extensive tables detailing the shareholding pattern of promoters, the promoter group, and additional top 10 shareholders, showing their holdings as a percentage of the pre-offer and post-offer capital.

This section details the capital build-up and shareholding history of the company's promoters, including various transactions and share issuances over time. It outlines the details of share allotments, including rights issues and bonus issues, which involved various promoters. Furthermore, it specifies conditions regarding the lock-in of a portion of the post-offer equity held by the promoters for a three-year period.

This section details various confirmations and stipulations regarding the capital structure, promoter contributions, and lock-in provisions for the equity shares. It confirms that the acquisition of promoter shares was financed internally without bank loans. Furthermore, it outlines conditions ensuring that the minimum promoter contribution requirements are met and that the shares offered are not subject to certain restrictions. The text also specifies details on the lock-in periods for different classes of equity shares held by promoters and others, as well as rules concerning the pledge of locked-in shares.

The Offer involves a Fresh Issue of 45,93,600 Equity Shares and an Offer for Sale of 11,7,200 Equity Shares. The net proceeds from this offer are intended for specific purposes, including the purchase of IT hardware for an Artificial Intelligence (AI) Innovation and Experience Laboratory and funding for working capital requirements. The company also believes that the listing of its equity shares will enhance its corporate image and provide liquidity to existing shareholders.

This section details various hardware components and kits, primarily related to HPE ProLiant servers and related infrastructure. The items listed include components such as various cable kits, power supplies, licenses, and memory kits. The listed purposes for these items are categorized under different functional areas, although the specific breakdown into debt repayment, capex, working capital, acquisition, and general corporate purposes is not explicitly detailed in this excerpt.

The section details the objects of the offer, which primarily involve the procurement of various high-end IT hardware, including compute servers, storage components, and networking equipment. The estimated cost for this procurement was revised upwards due to market pricing and configuration upgrades. Furthermore, the company's working capital requirements are funded mainly through internal accruals, although incremental working capital needs may be covered by loan facilities.

The section details the incremental and proposed working capital requirements for Fiscal 2027, including projections for current assets, current liabilities, and the resulting net working capital need. It outlines the funding pattern, which involves internal accruals and equity, to cover the working capital requirements. Furthermore, the text discusses the utilization of net proceeds for various purposes, including general corporate purposes, with restrictions on the amount deployed. It also provides extensive details regarding offer-related expenses and the various commissions and fees payable to different entities involved in the offering process.

The company confirms that it will not use the net proceeds from the offer for any investment in equity or real estate products. Monitoring of the utilization of funds is to be done by the Audit Committee, and half-yearly disclosures regarding the application of funds will be made to the Audit Committee. Furthermore, the company is prohibited from paying consideration to promoters, directors, key management personnel, or promoted companies, except as required in the normal course of business. Specific provisions exist regarding the utilization of funds for working capital if the amount raised exceeds five crore rupees.

The provided section details various Key Financial Performance (KPI) metrics used by the company to track its financial and operating performance. It outlines calculations for metrics such as Revenue from Operations, Total Income, EBITDA, Adjusted EBITDA, Profit After Tax (PAT), EBITDA Margin, PAT Margin, Return on Equity (RoE), and Return on Capital Employed (RoCE). The text also includes a comparison of these KPIs against industry peers for different financial years and provides notes on the calculation methodologies for these metrics.

This section provides a statement regarding special tax benefits available to the Company and its shareholders under various Indian taxation laws. It details benefits under Direct Tax Laws, including a lower corporate tax rate option, deductions for new employee costs, and provisions related to inter-corporate dividends. Furthermore, it outlines special indirect tax benefits under the CGST, IGST, and SGST Acts, covering aspects like export of services, exemptions for supplies to government bodies, and provisions related to customs duties and the Foreign Trade (Development and Regulation) Act.