Churiwala Securities Pvt. Ltd. - leading and respected retail broking in India with over 3 decades of experience in creating wealth for investors with expertise in personalised investment planning in Equities / Portfolio Advisory for HNI & Retail clients.

Austere Systems Ltd			Industry : Computers - Software - Medium / Small


BSE Code:	544505	NSE Symbol:	Not Listed	P/E(TTM):	18.02

ISIN Demat:	INE104201012	Div & Yield %:	0	EPS(TTM):	3.83

Book Value(Rs):	23.7031897	Market Cap ( Cr.):	72.33	Face Value(Rs):	10

Change Company

OUR MANAGEMENT

Our Board of Directors

In accordance with our Articles of Association, unless otherwise determined in a general meeting of the company, and subject to the provisions of the Companies Act, 2013 and other applicable rules, the number of directors of the company shall not be less than 3 and not more than 15. Provided that our Shareholders may appoint more than fifteen Directors after passing a special resolution in a general meeting.

As on the date of filing this Red Herring Prospectus, we have Seven (7) Directors on our Board, which includes Three (3) Executive Director, Four (4) Non-Executive Directors out of which Three (3) are Independent Directors. Out of independent directors, one (1) is Woman Director and One (1) is Non-Executive Non-Independent Woman Director.

The following table sets forth the details of our Board as on the date of filing of this Red Herring Prospectus:

Sr. No. Name, DIN, Designation, Date of Birth, Address, Occupation, Term,	Other directorships
Nationality and Period of Directorship
1. Mr. Rahul Gajanan Teni DIN: 07029787 Date of Birth: November 14, 1982 Age: 42 Designation: Director	NIL
Address: Flat No. 4, Prathmesh Appartment, Manibhai Desai Marg, Near
Sonar Samaj Mangal Karyalay, Sector no. 27 Pradhikaran, Pune city, Pune
411044, Maharashtra, India.
Occupation: Business
Age: 42
Term: Liable to retire by rotation
Period of Directorship: Directorship since 12^th June, 2015
Nationality: Indian
2. Mr. Shikhir Gupta	NIL
DIN: 08071850
Date of Birth: June 19, 1982
Age: 43
Designation: Chairman & Managing Director
Address: C 58, Golf Course Road, Sun City Sector 54, Ghata, Gurgaon
120033, Haryana, India.
Occupation: Business
Nationality and Period of Directorship
Term: 5 Years from the date of appointment
Period of Directorship: 5 Years
Nationality: Indian
3. Mr. Piyush Gupta	NIL
DIN: 08071837
Date of Birth: April 04, 1985
Age: 40
Designation: Director & CFO
Address: 99-E Kamla Nagar, Malka Ganj, North Delhi 110007, Delhi,
India
Occupation: Business
Term: Liable to retire by rotation
Period of Directorship: Directorship since February 22, 2018
Nationality: Indian
4. Mr. Adbhut Prakash Aggarwal	NIL
DIN: 10652673
Date of Birth: November 09, 1955
Age: 69
Designation: Independent Director
Address: Flat No. 206, Maitri Apartments, Plot No. 17, Sector-10,
Dwarka, South West Delhi, Delhi 110075
Occupation: Business
Term: 5 years from the date of appointment
Period of Directorship: Directorship since August 01, 2024
Nationality: Indian
5. Mr. Shard Gaur	NIL
DIN: 10556350
Date of Birth: July 07, 1974
Age: 51
Designation: Independent Director
Address: H. No. B-37, Satyawati Colony, Ashok Vihar Phase-3, North
West Delhi, Delhi - 110052
Occupation: Business
Term: 5 years from the date of appointment
Period of Directorship: Directorship since August 01, 2024
Nationality: Indian
6. Ms. Shriya Mangla	Mangla Enterprises Private
	Limited
DIN: 08156798
Date of Birth: August 15, 1997
Age: 28
Designation: Independent Director
Address: 238, Civil Lines, Dewas, Opp Power House, MP - 455001
Occupation: Business
Term: 5 years from the date of appointment
Period of Directorship: Directorship since August 01, 2024
Nationality: Indian
7. Ms. Esha Gupta	NIL
DIN: 05220573
Date of Birth: November 27, 1984
Age: 40
Designation: Non-Executive Director
Address: C-58 Suncity Golf Course Road, Sector 54, Sector 56, Gurgaon,
Haryana - 122011
Occupation: Business
Term: 5 years from the date of appointment
Period of Directorship: Directorship since August 13, 2024
Nationality: Indian

Brief Biographies of Directors:

Mr. Rahul Gajanan Teni, aged about 42 years, is one of the Promoter and Director of our Company. He holds a Bachelor Degree in Computer Engineering from SSTS College of Engineering, Maharashtra University and Master Degree in Software Engineering from Birla Institute of Technology & Science. He is proficient in Data Architect Design & Solutions of data flow in application. His software skill-set is varied and includes: JAVA, Struts, Hibernate, Oracle, SQL Server, MySQL, PostGreSQL, AWS Management, AWS Architecture, Azure, Scala, Groovy / Grails. He has been associated with our Company since its inception. He had worked with Cognizant and Infosys. At Austere Systems Limited he heads Technical department and operations for execution and also looks after Product development of our company.

Mr. Shikhir Gupta, aged about 43 years, is one of the Promoter, Chairman and Managing Director of our Company. He graduated with Bachelor of Engineering from Maharshi Dayanand University, Rohtak. He has been associated with our Company from 2018. He has worked Core hands on database like Oracle, MySQL, Netezza, MSSQL He has designed architecture for various application on Education domain, retail industry, telecom industry. His long term vision and extensive knowledge of the industry has proved to be path breaking for the company's growth. He had worked with Cognizant, Satyam & Colt. At Austere Systems Limited he is responsible for providing overall guidance and visionary leadership, setting long term goals and steers the organisation in the right direction to achieve them.

Mr. Piyush Gupta, aged about 40 years, is CFO, Director and Promoter our Company. He is a commerce graduate from University of Delhi in year 2005. He has been associated with our Company from 2018 and since then he looks after Finance division of our company.

Mr. Adbhut Prakash Aggarwal, aged about 69 years, is Non-Executive Independent Director of our company. He holds degree of Bachelor of Science from Birendra Narayan Chakrabarthy University and Master of Science from University of Delhi. He had worked with Indian airlines and Air India. He has been associated with the company from August 01, 2024 and looks after stakeholder relationships.

Mr. Shard Gaur, aged about 51 years, is Non-Executive Independent Director of our company. He holds degree of Bachelor of Engineering from University of Delhi. He had worked with Cadence and Synopsys. He has been associated with the company from August 01, 2024 and looks after corporate governance.

Ms. Shriya Mangla, aged about 28 years, is Non-Executive Independent Director of our company. She holds degree of Bachelor of Technology from Vellore Institute of Technology and Master of Science from Columbia University. She has been associated with the company from August 01, 2024 and looks after Audit Committee matters.

Ms. Esha Gupta, aged about 40 years, is Non-Executive Director of our company. She holds degree of Bachelor of arts from University of Delhi, Master of Arts from Kurukshetra University and Master of Business Administration from Punjab Technical University. She had worked with National Council of Applied Economic Research. She has been associated with the company from August 13, 2024 and looks after general administration of the Company.

As on the date of the Red Herring Prospectus

A. None of the above-mentioned Directors are on the RBI List of wilful defaulters or Fraudulent Borrowers.

B. Neither Promoters nor persons forming part of our Promoter Group, our directors or persons in control of our Company or our Company are debarred from accessing the capital market by SEBI.

C. None of the Promoters, Directors or persons in control of our Company, has been or is 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.

D. None of our Directors are/were director of any company whose shares were delisted from any stock exchange(s) during his/her tenure.

E. None of Promoters or Directors of our Company are a fugitive economic offender.

F. None of our Directors are/were director of any company whose shares were suspended from trading by stock exchange(s) or under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority in the last five years.

G. In respect of the track record of the directors, there have been no criminal cases filed or investigations being undertakenwith regard to alleged commission of any offence by any of our directors and none of our directors have been charge-sheeted with serious crimes like murder, rape, forgery, economic offence.

Relationship between our Directors

Name of Director	Designation	Relation
Shikhir Gupta	Managing Director	Husband of Esha Gupta
Esha Gupta	Non-Executive Director	Wife of Shikhir Gupta

Arrangements and Understanding with Major Shareholders

None of our Key Managerial Personnel, Senior Management or Directors have been appointed pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others pursuant to which any of the directors was selected as a director or member of senior management.

Payment or Benefit to officers of our Company

Except as stated otherwise in this Red Herring Prospectus and any statutory payments made by our Company, no non-salary amount or benefit has been paid, in two preceding years, or given or is intended to be paid or given to any of our Company's officers except remuneration of services rendered as Directors, officers or employees of our Company.

Service Contracts

Other than the statutory benefits that the KMPs are entitled to, upon their retirement, Directors and the Key Managerial Personnel of our Company have not entered into any service contracts pursuant to which they are entitled to any benefits upon termination of employment or retirement.

Borrowing Powers of our Board

Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or secure the payment of any sum of money for the purposes of our Company. Our Company has, pursuant to special resolution passed at the General Meeting held on August 24, 2024, resolved that in accordance with the provisions of the Companies Act, 2013, our Board is authorised to borrow, from time to time, such sum or sums of moneys as the Board which together with the moneys already borrowed by our Company (apart from temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business), may exceed at any time the aggregate of the paid-up capital of our Company and its free reserves, that is to say, reserves not set apart for any specific purpose, provided that the total amount of money/moneys borrowed by the Board of Directors and outstanding at one time shall not exceed 2,00,000 lakhs.

Terms of appointment and remuneration of our Managing Director

Pursuant to a resolution passed by the Board of Directors at the meeting held on August 04, 2024 and approved by the Shareholders of our Company at the AGM held on August 24, 2024, Mr. Shikhir Gupta was appointed as the Managing Director of our Company for a period of Five years with effect from August 01, 2024 along with the terms of remuneration, in accordance with Sections 197 and Schedule V and other relevant provisions of the Companies Act, 2013 read with the rules prescribed thereunder.

Basic Salary	. Upto 8 lakhs per month
and
Perquisites

Remuneration details of our directors

(i) Remuneration of our Executive Directors

The aggregate value of the remuneration paid to the Executive Directors in Fiscal 2025 is as follows:

S. No.	Name of the Director	Remuneration ( in
		hundreds)
1.	Mr. Rahul Teni	11,798.52
2.	Mr. Shikhir Gupta	11,815.68
3.	Mr. Piyush Gupta	4,266.00

We have not paid any sitting fees during the previous financial year in 2024-25.

Payment or benefit to Directors of our Company

Except as disclosed in this Red Herring Prospectus, no amount or benefit has been paid or given within the two preceding years or is intended to be paid or given to any of the Executive Directors except the normal remuneration for services rendered as a Director of our Company. Additionally, there is no contingent or deferred compensation payable to any of our Directors.

Remuneration paid to our Directors by our Subsidiary

As on date of this Red Herring Prospectus, our Company does not have a subsidiary.

Loans to Directors

There are no loans that have been availed by the Directors from our Company that are outstanding as on the date of this Red Herring Prospectus except below:

There have been no loans given to Directors by the Company as on March 31, 2025

Shareholding of Directors in our Company

Except as stated below, none of our Directors holds any Equity Shares of our Company as on the date of filing of this Red Herring Prospectus:

Sr. No.	Name of Director	Number of Equity	% of the pre-Issue Equity
		Shares	Share Capital
1.	Rahul Gajanan Teni	27,96,990	36.57%
2.	Shikhir Gupta	20,99,495	27.45%
3.	Piyush Gupta	20,99,495	27.45%
4.	Esha Gupta	3,505	0.05%

* Our Articles of Association do not require our Directors to hold any qualification Equity Shares in the Company.

Interest of our Directors

Our Executive Directors may be deemed to be interested to the extent of remuneration paid to them for services rendered as a Director of our Company and reimbursement of expenses, if any, payable to them. For details of remuneration paid to our see "Terms of appointment and remuneration of our Executive Directors" above.

Mr. Rahul Gajanan Teni, Mr. Shikhir Gupta, and Mr. Piyush Gupta are the Promoters of our Company and may be deemed to be interested in the promotion of our Company to the extent he has promoted our Company. Except as stated above, Our Directors have no interest in the promotion of our Company other than in the ordinary course of business. Our Directors may also be regarded as interested to the extent of Equity Shares held by them in our Company, if any, details of which have been disclosed above under the heading "Shareholding of Directors in our Company". All of our Directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the Equity Shares.

Our Directors may also be interested to the extent of Equity Shares, if any, held by them or held by the entities in which they are associated as promoters, directors, partners, proprietors or trustees or kartas or coparceners or held by their relatives or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or trustees, pursuant to this Issue. Except as disclosed in "Financial Information" and "Our Promoters and Promoter Group" beginning on Page Nos. 154 and 148, respectively of this Red Herring Prospectus, our directors are not interested in any other company, entity or firm.

Except as stated in "Restated Financial Information 30 Related Party Transactions" from the chapter titled

"Restated Financial Information" on Page No. 154 of this Red Herring Prospectus, our directors do not have any other interest in the business of our Company.

Interest as to property

Except as mentioned in "Our Business - Immovable Property & Office Premises" and "Restated Financial Information Annexure 30: Related Party Transactions" from the chapter titled "Restated Financial Information" on Page Nos. 121 and 154 of this Red Herring Prospectus our directors do not have any interest in any property acquired or proposed to be acquired by our Company.

Bonus or Profit-Sharing Plan for our Directors

None of our Directors are a party to any bonus or profit-sharing plan.

Changes in our Board during the Last Three Years

Except as disclosed below, there have been no changes in our Board during the last three years.

Name of Director	Date of	Date of	Reasons for Change/ Appointment
	Appointment	Cessation
Mr. Adbhut Prakash Aggarwal	01/08/2024	-	Appointment as Independent Director
Mr. Sharad Gaur	01/08/2024	-	Appointment as Independent Director
Ms. Shriya Mangla	01/08/2024	-	Appointment as Independent Director
Ms. Esha Gupta	13/08/2024	-	Appointment as Non Executive Director

Management Organization Structure

Set forth is the management organization structure of our Company:

Corporate Governance

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, as on date of this Red Herring Prospectus, 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 are not applicable to our Company. In additions to the applicable provisions of the Companies Act, 2013 will be applicable to our company immediately up on the listing of Equity Shares on the Stock Exchanges. However, our Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on our Board, constitution of an Audit Committee and Nomination and Remuneration Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

Committees of our Board

Our Board has constituted following committees in accordance with the requirements of the Companies Act and SEBI Listing Regulations:

a) Audit Committee; b) Stakeholders' Relationship Committee; c) Nomination and Remuneration Committee; Details of each of these committees are as follows:

a) Audit Committee

Name of Director	Position in the Committee	Designation
Ms. Shriya Mangla	Chairperson	Independent Director
Mr. Adbhut Prakash Aggarwal	Member	Independent Director
Mr. Piyush Gupta	Member	Executive Director

Terms of Reference for the Audit Committee:

The Audit Committee shall be responsible for, among other things, as may be required under the regulatory framework as applicable from time to time, the following:

A. Powers of Audit Committee:

The committee be and is hereby vested with the following roles and responsibilities as per Section 177(4) of the Companies Act, 2013:

i. the recommendation for appointment, remuneration and terms of appointment of auditors of the company; ii. review and monitor the auditor's independence and performance, and effectiveness of audit process; iii. examination of the financial statement and the auditors' report thereon; iv. approval or any subsequent modification of transactions of the company with related parties; v. scrutiny of inter-corporate loans and investments; vi. valuation of undertakings or assets of the company, wherever it is necessary; vii. evaluation of internal financial controls and risk management systems; viii. monitoring the end use of funds raised through public offers and related matters; ix. any other responsibility as may be assigned by the board from time to time.

The committee be and is hereby vested with the following roles and responsibilities as per Regulation 18(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Part C of Schedule II:

i. oversight of the listed entity's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; ii. recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity; iii. approval of payment to statutory auditors for any other services rendered by the statutory auditors; iv. reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

a. matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; b. changes, if any, in accounting policies and practices and reasons for the same; c. major accounting entries involving estimates based on the exercise of judgment by management; d. significant adjustments made in the financial statements arising out of audit findings; e. compliance with listing and other legal requirements relating to financial statements; f. disclosure of any related party transactions; g. modified opinion(s) in the draft audit report;

v. reviewing, with the management, the quarterly financial statements before submission to the board for approval; vi. reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter; vii. reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process; viii. approval or any subsequent modification of transactions of the listed entity with related parties; ix. scrutiny of inter-corporate loans and investments; x. valuation of undertakings or assets of the listed entity, wherever it is necessary; xi. evaluation of internal financial controls and risk management systems; xii. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; xiii. 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; xiv. discussion with internal auditors of any significant findings and follow up there on; xv. reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; xvi. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; xvii. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; xviii. to review the functioning of the whistle blower mechanism; xix. approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate; xx. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

The Audit Committee shall mandatorily review the following information:

? management discussion and analysis of financial condition and results of operations;

? statement of significant related party transactions (as defined by the audit committee), submitted by management;

? management letters / letters of internal control weaknesses issued by the statutory auditors;

? internal audit reports relating to internal control weaknesses; and

? the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

? statement of deviations:

a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b. annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

Stakeholders' Relationship Committee:

Name of Director	Position in the Committee	Designation
Mr. Adbhut Prakash Aggarwal	Chairperson	Independent Director
Mr. Shikhir Gupta	Member	Managing Director
Mr. Piyush Gupta	Member	Executive Director

Terms of Reference for the Stakeholders' Relationship Committee:

The Stakeholders' Relationship Committee shall be responsible for, among other things, as may be required by the under applicable law, the following:

i) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

ii) Review of measures taken for effective exercise of voting rights by shareholders.

iii) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

iv) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company;

v) Carrying out any other function as prescribed under the SEBI Listing Regulations as and when amended from time to time.

Nomination and Remuneration Committee:

Name of Director	Position in the Committee	Designation
Ms. Shriya Mangla	Chairperson	Independent Director
Mr. Sharad Gaur	Member	Independent Director
Ms. Esha Gupta	Member	Non-Executive Director

Terms of Reference for the Nomination and Remuneration Committee:

The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act, 2013 and SEBI Listing Regulations and the terms of reference, powers and role of our Nomination and Remuneration Committee are as follows:

1. formulation of the criteria for determining qualifications, 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. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a) use the services of an external agencies, if required; b) consider candidates from a wide range of backgrounds, having due regard to diversity; and c) consider the time commitments of the candidates.

3. formulation of criteria for evaluation of performance of independent directors and the board of directors; 4. devising a policy on diversity of board of directors; 5. 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 directors their appointment and removal; 6. 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; 7. recommend to the board, all remuneration, in whatever form, payable to senior management; 8. framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including:

? the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992or the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 to the extent each is applicable; or

? the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003;

9. evaluating the performance of the independent directors and on the basis of their performance evaluation recommending the Board of Directors and the members of the Company to extend or continue the term of appointment of the independent director; and 10. performing such other activities as may be delegated by the Board of Directors and/or are statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee.

Compliance with SME Listing Regulations

The provisions of the SEBI (Listing Obligation and Disclosures) Regulations, 2015 will be applicable to our Companyimmediately upon the listing of Equity Shares of our Company on SME Platform of BSE Limited.

Our Key Managerial Personnel

In addition to our Managing Director, whose details have been provided under paragraph above titled ‘Brief Profile of our Directors', set forth below are the details of our Key Managerial Personnel as on the date of filing of this Red Herring Prospectus:

Ms. Shampa Juneja, aged 32, is the Company Secretary and Compliance Officer of our Company. She is a member of the Institute of Company Secretaries of India. She is currently responsible for the overall Corporate Governance and secretarial Compliance of our Company and has an overall experience of around 06 years in the field of Secretarial and Corporate Affairs.

All our Key Managerial Personnel are permanent employees of our Company.

Our Senior Managerial Personnel

In addition to our Managing Director, Chief Financial Officer and Company Secretary and Compliance Officer, whose details have been provided under paragraph above titled ‘Brief Profile of our Directors' and ‘Our Key Managerial Personnel', set forth below are the details of our Senior Managerial Personnel as on the date of filing of this Red Herring Prospectus:

Prathamesh Erande, aged 24 is Project lead - Development of our Company. He has completed his Master of Science in Computer Science from Savitribai Phule Pune University. He has more than five years of experience in this filed. He has good knowledge of relational databases like MSSQL, Mysql, PostgreSQL. Comfortable with pure Javascript, JQuery, or framework like AngularJS or ReactJS.

Sachin Jogdanad, aged 27 is Project lead - Development of our Company. He has completed his Bachelor of Engineering in Electronics & Telecommunication Engineering from D.Y. Patil College of Engineering, Pune. He has more than a Five Years of experience in various domains and projects for both web and mobile development. His key responsibilities were requirement gathering, leading the team and handling the task end to end right till the deployment using an agile process.

Amaey Pradeep Imander, aged 41 is Senior Executive Development of our company. He has completed his Master of Computer Application from Shivaji University, Kolhapur and Master of Business Administration from Tilak Maharashtra Vidyapeeth, Pune. He has more than 18 years of experience and had been associated with Force Motors Limited, Advance Computer Services and Elantas Beck India.

Govind Sharma, aged 25 is Senior Business Analyst of our company. He has completed his Bachelor of technology from Maharshi Dayanand University. He has approximately 3 years of experience in this field. He is Skilled in both technical documentation (MS Suite, Confluence) and fostering team excellence.

Vani Garg, aged 26 is Project lead - Development of our Company. She has completed her Bachelor of Science from University of Delhi. She has more than Two Years of experience in this field. She is proficient in designing and implementing scalable Azure-based solutions, developing insightful Power BI dashboards, and managing complex SQL databases.

Jagriti, aged 31 is Senior Business Development Manager of our Company. She has completed her Bachelor of technology from Kurukshetra University. She is associated with our company for more than 2 years. She has Knowledge of PHP & his frameworks, CSS3, HTML5, SQL, JavaScript, CRM, Business Analysis, Data analytics, Handling Project, Strategy & Planning, Agile methodology.

Relationship of Key Managerial Personnel and Senior Management with our Directors, Promoters and / or other Key Managerial Personnel and Senior Management

Except as disclosed under the heading "Relationship between our Directors" herein above, none of the key managerial personnel and Senior Management are related to each other or to our Promoters or to any of our directors.

Shareholding of the Key Managerial Personnel and Senior Management

None of the Key Management Personnel and Senior Management hold shareholding in our Company.

Bonus or Profit-Sharing Plan for our Key Managerial Personnel and Senior Management

None of our Key Managerial Personnel and Senior Management is a party to any bonus or profit-sharing plan.

Payment or benefit to Key Managerial Personnel and Senior Management of our Company

Except as disclosed in this Red Herring Prospectus, no amount or benefit has been paid or given within two preceding years or is intended to be paid or given to any of the Key Managerial Personnel and Senior Management except the normal remuneration for services rendered by them. Additionally, there is no contingent or deferred compensation payable to any of our Key Managerial Personnel and Senior Management.

Interest of Key Managerial Personnel and Senior Management

Except as disclosed in this Red Herring Prospectus, none of our Key Managerial Personnel and Senior Management have any interest in our Company other than to the extent of the remuneration, equity shares held by them or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business.

Further, there is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant to which any of our Key Managerial Personnel and Senior Management have been appointed.

Changes in Key Managerial Personnel and Senior Management in the Last Three Years

In addition to the changes specified under "- Changes in our Board during the Last Three Years", set forth below, are the changes in our Key Managerial Personnel and Senior Management in the last three years immediately preceding the date of filing of this Red Herring Prospectus:

Name	Designation	Date of change	Reason
	Chief Finance Officer		Change in
Piyush Gupta		12-03-2024	Designation
Shampa Juneja	Company Secretary	12-03-2024	Appointment
Vani Garg	Project Lead Development	14-03-2022	Appointment

The attrition of the Key Management Personnel and Senior Management is as per the industry standards.

Employees' Stock Option Plan

As on date of this Red Herring Prospectus, our Company does not have any employee stock option plan or purchase schemes for our employees.

Loans taken by Directors / Key Management Personnel and Senior Management

Our Company has not granted any loans to the Directors and/or Key Management Personnel and Senior Management as on the date of this Red Herring Prospectus.

OUR PROMOTER AND PROMOTER GROUP

As on the date of this Red Herring Prospectus, our Promoters holds, 69,95,980 Equity Shares, constituting 91.47% of our Pre Issue issued, subscribed and paid-up equity share capital of our Company. For details of the build-up of our Promoters' shareholding in our Company, see "Capital Structure" on page 63 of this Red Herring Prospectus.

Details of our Promoters

Mr. Rahul Gajanan Teni

Rahul Gajanan Teni , aged about 43 years, is one of the Promoter and Director of our Company. For details of her educational qualifications, experience, other directorships, positions / posts held in the past and other directorships and special achievements, see the chapter titled "Our Management" on page 134 of this Red Herring Prospectus.

Date of birth: November 14,1982 Permanent account number: AECPT4207L Address: Flat No. 4, Prathmesh Appartment, Manibhai Desai Marg, Near Sonar Samaj Mangal Karyalay, Sector no. 27 Pradhikaran, Pune city, Pune 411044, Maharashtra, India.

Mr. Shikhir Gupta Shikhir Gupta, aged about 43 years, is one of the Promoter, Chairman and Managing Director of our Company. For details of his educational qualifications, experience, other directorships, positions / posts held in the past and other directorships and special achievements, see the chapter titled "Our Management" on page 134 of this Red Herring Prospectus.

Date of birth: June 19, 1982 Permanent account number: AFEPG5316E Address: C 58, Golf Course Road, Sun City Sector 54, Ghata, Gurgaon 120033, Haryana, India.

Mr. Piyush Gupta

Piyush Gupta, aged about 40 years, is CFO, Director and Promoter our Company.

For details of his educational qualifications, experience, other directorships, positions / posts held in the past and other directorships and special achievements, see the chapter titled "Our Management" on page 134 of this Red Herring Prospectus.

Date of birth: April 04, 1985

Permanent account number: AHYPG4827G

Address: 99-E Kamla Nagar, Malka Ganj, North Delhi 110007, Delhi, India

Other Undertakings and Confirmations

Our Company undertakes that the details of Permanent Account Number, Bank Account Number(s), Aadhar Card Number, Driving License Number and Passport Number of the Promoters will be submitted at the time of submission of this RHP with BSE Limited for listing of the securities of our Company on SME Platform of BSE Limited.

Our Promoters and the members of our Promoter Group have confirmed that they have not been identified as wilful defaulter or a fraudulent borrower by the RBI or any other governmental authority. No violations of securities laws have been committed by our Promoters or members of our Promoter Group in the past or are currently pending against them.

None of (i) our Promoters and members of our Promoter Group or persons in control of or on the boards of bodies corporate forming part of our Group (ii) the Companies with which any of our Promoters are or were associated as a promoters, director or person in control, are debarred or prohibited from accessing the capital markets or restrained from buying, selling, or dealing in securities under any order or directions passed for any reasons by the SEBI or any other authority or refused listing of any of the securities issued by any such entity by any stock exchange in India or abroad.

Other Ventures of our Promoters

The Entities in which our Promoters are involved in are as follows:

Sr. No.	Name of Promoters	Name of Entity	Nature of Interest
1.	Rahul Gajanan Teni	Rahul Gajanan Teni HUF	Karta
2.	Shikhir Gupta	Shikhir Gupta HUF	Karta
3.	Piyush Gupta	Piyush Gupta HUF	Karta

Change in Control of our Company

Our Promoters are the original promoters of our Company and the control of our Company has not been acquired during five years immediately preceding this Red Herring Prospectus.

Experience of our Promoters in the business of our Company

For details in relation to experience of our Promoters in the business of our Company, please refer to the chapter titled

" Our Management" beginning on page 134 of this Red Herring Prospectus.

Interest of our Promoters

Interest in promotion of our Company

Our Promoters are interested in our Company to the extent that they have promoted our Company and to the extent of their shareholding in our Company and the dividends payable, if any, and any other distributions in respect of their shareholding in our Company or the shareholding of their relatives in our Company. For details of the shareholding and directorships of our Promoters in our Company, please refer to the chapter titled "Capital Structure", "Our Management" on page 63 and 134, respectively and "Restated Financial Information 30 Related Party Transactions" from the chapter titled "Restated Financial Information" on Page No. 154 beginning of this RHP.

Interest of Promoters in our Company other than as a Promoter

Our Promoters, Rahul Gajanan Teni, Shikhir Gupta and Piyush Gupta are the Director, Chairman & Managing Director and CFO respectively, of our Company therefore, may deemed to be considered interested to the extent of any remuneration which shall be payable to them in such capacity. Except as stated in this section and the section titled "Our Management" on page 134 and "Related Party Transactions- Restated Financial Information 30 Related Party Transactions" from the chapter titled "Restated Financial Information" on Page No. 154 beginning of this RHP, respectively, our Promoters do not have any interest in our Company other than as a Promoter.

Interest in the properties of our Company

Except as disclosed in the section titled "Our Business", "Related Party Transaction- Financial Information" on pages 100 and 154 our Promoters are not interested in the properties acquired by our Company in the three years preceding the date of filing of this with SEBI or proposed to be acquired by our Company, or in any transaction by our Company for the acquisition of land, construction of building or supply of machinery.

Other Interest and Disclosures

Except as stated in this section and the section titled "Our Management", "Related Party Transactions -Financial Information" on pages 134, and 154, respectively, our Promoters do not have any interest in our Company other than as a Promoter.

Our Promoters are not interested in any transaction in acquisition of land or property, construction of building and supply of machinery, or any other contract, agreement or arrangement entered into by the Company and no payments have been made or are proposed to be made in respect of these contracts, agreements or arrangements.

Payment or benefits to our Promoters and Promoter Group during the last two years

Except as stated in this chapter and the benefits mentioned in the related party transactions as per AS-18 there has been no payment of any amount of benefits to our Promoters or the members of our Promoter Group during the last two years from the date of this nor is there any intention to pay or give any benefit to our Promoters or Promoter group as on the date of this. For further details, please refer to the section titled "Related Party Transactions" on page 28 of this Red Herring Prospectus.

Litigations involving our Promoters

There are no litigations filed by or against our Promoters.

Guarantees

Other than the guarantees provided by our Promoter in relation to certain of our borrowings as and when required, our Promoter have not given any material guarantees to any third parties as on the date of this Red Herring Prospectus.

For details of our borrowings see, "Financial Indebtedness" and "Restated Financial Statements" beginning on pages 157 and 154 of this RHP.

Details of Companies / Firms from which our Promoters have disassociated in the last three years

Our Promoters have not disassociated themselves from any company/firm during the three years preceding this Red Herring Prospectus.

A. OUR PROMOTER GROUP

In addition to our Promoters, the following individuals and entities form part of our Promoter Group in terms of Regulation 2(1) (pp) of the SEBI (ICDR) Regulations:

Individuals forming part of the Promoter Group:

Name of the Promoters	Name of the member of Promoter Group	Relationship with the Promoter
Rahul Gajanan Teni	Gajanan Prabhakar Teni	Father
	Surekha Gajanan Teni	Mother
	N.A.	Brother
	Prerana Shripad Shouche	Sister
	Anagha Rahul Teni	Spouse
	Arnav Rahul Teni	Son
	Anvi Rahul Teni	Daughter
	Ulhas Vishwanath Dixit	Spouse's Father
	Snehal Ulhas Dixit	Spouse's Mother
	Meghana Harshad Korde	Spouse's Sister
	N.A.	Spouse's Brother
Shikhir Gupta	Jai Kumar Gupta	Father
	Neeru Gupta	Mother
	N.A.	Brother
	Shilpa Agarwal	Sister
	Esha Gupta	Spouse
	Sukrit Shikhir Gupta	Son
	Shrey Shikhir Gupta	Son
	N.A.	Daughter
	Naresh Kumar Jain	Spouse's Father
	Late. Vaneeta Jain	Spouse's Mother
	Ashima Jain	Spouse's Sister
	N.A.	Spouse's Brother
Piyush Gupta	Suresh Kumar Gupta	Father
	Nirmal Gupta	Mother
	N.A.	Brother
	Deepika Seksaria	Sister
	Shalini Goyal	Sister
	Neha Gupta	Spouse
	Avyukt Aggarwal	Son
	Atharv Aggarwal	Son
Name of the Promoters	Name of the member of Promoter Group	Relationship with the
		Promoter
	N.A.	Daughter
	Ram Vilas Agarwal	Spouse's Father
	Anju Agarwal	Spouse's Mother
	N.A.	Spouse's Sister
	Nitin Aggarwal	Spouse's Brother

Entities forming part of the Promoter Group:

Except as stated below, no other company, firm or HUF are forming part of the promoter group:

Sr. No.	Name of the entity
1.	Rahul Gajanan Teni HUF
2.	Shikhir Gupta HUF
3.	Piyush Gupta HUF

Other Confirmations

None of our Promoters and members of the Promoter Group have been declared as wilful defaulters or as a fraudulent borrower by the RBI or any other governmental authority and there are no violations of securities laws committed by them in the past or are currently pending against them.

Our Promoters have not been declared as a Fugitive Economic Offender under Section 12 of the Fugitive Economic Offenders Act, 2018.

None of our Promoters or Promoter Group entities have been debarred or prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority. Our Promoters and members of the Promoter Group are not and have never been promoters, directors or person in control of any other company, which is debarred or prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.

There is no litigation or legal action pending or taken by any ministry, department of the Government or statutory authority during the last 5 (five) years preceding the date of the Issue against our Promoters.