MOBME WIRELESS SOLUTIONS LIMITED

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1 DRAFT RED HERRING PROSPECTUS Please read Section 60B of the Companies Act, 1956 Dated February 7, 2013 Book Building Issue MOBME WIRELESS SOLUTIONS LIMITED Our Company was incorporated as MobME Wireless Solutions Private Limited on December 12, The name of our Company was changed to MobME Wireless Solutions Limited pursuant to a fresh certificate of incorporation dated January 15, 2013 issued by the Registrar of Companies, Kerala and Lakshadweep. For further details of incorporation, corporate structure, changes of name and in registered office of our Company, please see History and Certain Corporate Matters on page 83 of the Draft Red Herring Prospectus. Registered Office: 41/3197, 4 th Floor, Bhagheeratha Square, Kacherippady, Kochi ; Tel: ; Fax: ; Contact Person: Ms. Smitha Varma, Company Secretary and Compliance Officer; Tel: ; Fax: ; Website: PROMOTERS OF OUR COMPANY : MR. SANJAY VIJAYAKUMAR, MR. SONY JOY, MR. VIVEK STEVE FRANCIS AND MR. JOSE THOMAS PATTARA PUBLIC ISSUE OF 756,000 EQUITY SHARES OF FACE VALUE OF ` 10 EACH FOR CASH AT A PRICE OF ` [ ] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` [ ] PER EQUITY SHARE) AGGREGATING UPTO ` [ ] LACS (THE ISSUE ) BY OUR COMPANY, OF WHICH 37,800 EQUITY SHARES OF `10 EACH WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKERS TO THE ISSUE ( MARKET MAKER RESERVATION PORTION ). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 718,200 EQUITY SHARES OF `10 EACH IS HEREINAFTER REFERRED TO AS THE NET ISSUE. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 26.32% AND 25.00%, RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. In case of revision in the Price Band, the Bidding/Issue Period shall be extended for three additional Working Days after such revision of the Price Band, subject to the Bidding/Issue Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bidding/Issue Period, if applicable, shall be widely disseminated by notification to the National Stock Exchange of India Limited ( NSE ) and by issuing a press release and also by indicating the change on the website of the Book Running Lead Manager and at the terminals of the Syndicates. The Issue is being made through a Book Building Process in accordance with Chapter XB of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended. RISKS IN RELATION TO THE FIRST ISSUE This being the first issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is `10 and the Issue Price is [ ] times the face value. The Issue Price (as determined and justified by our Company and the book running lead manager ( BRLM ) as stated under the section titled Basis for Issue Price on page 45 of the Draft Red Herring Prospectus) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares of our Company or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this 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 this 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 offered 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 Draft Red Herring Prospectus. Specific attention of the investors is invited to the section titled Risk Factors on page xi of the Draft Red Herring Prospectus. ISSUER S ABSOLUTE RESPONSIBILITY Our Company having made all reasonable inquiries, accepts responsibility for and confirms that the Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of this Issue; that the information contained in the Draft 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 the Draft 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. IPO GRADING The Issue has been graded by [ ] and has been assigned [ ], indicating [ ] through its letter dated [ ]. For further details see General Information on page 15 of the Draft Red Herring Prospectus. LISTING The Equity Shares offered through the Draft Red Herring Prospectus are proposed to be listed on the SME Platform of NSE. In-principle approval from NSE, for listing the Equity Shares has been received pursuant to letter no. [ ] dated [ ]. BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE IDBI Capital Market Services Limited 3rd Floor, Mafatlal Centre, Nariman Point, Mumbai Tel: Fax: Investor Grievance Website: Contact Person: Mr. Keyur Desai SEBI Registration No.: INM Bigshare Services Private Limited E/2, Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri (East),Mumbai-72 Tel: Fax: Investor Grievance ID: Website: Contact Person: Mr. Ashok Shetty SEBI Registration No.: INR BID/ISSUE PROGRAMME* BID/ISSUE OPENS ON: [ ], 2013** BID/ISSUE CLOSES ON: [ ], 2013** *The Company may, in consultation with the BRLM, consider participation by Anchor Investors. The anchor investors shall bid on the Anchor Investor Bidding Date. ** The Company may, in consultation with the BRLM, consider closing the Bid/Issue Period for QIBs, other than anchor investors, one Working Day prior to the Bid/Issue Closing Date.

2 Contents SECTION I GENERAL... i DEFINITIONS AND ABBREVIATIONS... i CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION... ix FORWARD-LOOKING STATEMENTS... x SECTION II - RISK FACTORS... xi SECTION III INTRODUCTION... 1 SUMMARY OF INDUSTRY... 1 SUMMARY OF BUSINESS... 4 SUMMARY FINANCIAL INFORMATION... 7 THE ISSUE GENERAL INFORMATION CAPITAL STRUCTURE OBJECTS OF THE ISSUE BASIS FOR ISSUE PRICE STATEMENT OF TAX BENEFITS SECTION IV- ABOUT US INDUSTRY OVERVIEW OUR BUSINESS REGULATIONS AND POLICIES IN INDIA HISTORY AND CERTAIN CORPORATE MATTERS OUR MANAGEMENT OUR PROMOTERS AND GROUP ENTITIES DIVIDEND POLICY SECTION V FINANCIAL INFORMATION FINANCIAL STATEMENTS FINANCIAL INDEBTEDNESS MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SECTION VI LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS GOVERNMENT AND OTHER APPROVALS OTHER REGULATORY AND STATUTORY DISCLOSURES SECTION VII ISSUE RELATED INFORMATION ISSUE STRUCTURE TERMS OF THE ISSUE ISSUE PROCEDURE SECTION VIII - MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF OUR COMPANY SECTION IX OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION DECLARATION ANNEXURE I

3 SECTION I GENERAL DEFINITIONS AND ABBREVIATIONS Unless the context otherwise requires, in the Draft Red Herring Prospectus, all references to MobME, Issuer, we, us, our, our Company, as described in the Draft Red Herring Prospectus are to MobME Wireless Solutions Limited. Company Related Terms Term Our Company or the Company or to MobME or we or us or our AoA/Articles/Articles of Association Audit Committee Description Unless the context otherwise requires, refers to MobME Wireless Solutions Limited, as described in the Draft Red Herring Prospectus having its Registered Office at 41/3197, Fourth Floor, Bhagheeratha Square, Banerji Road, Kacherippady, Kochi , India Articles of Association of our Company, as amended from time to time, unless the context otherwise specifies The audit committee of the Board. For details, please see Our Management on page 88 of the Draft Red Herring Prospectus Auditor or Statutory The statutory auditor of our Company, Sivaprasad and Associates, Chartered Accountants Auditor The board of directors of our Company or a committee constituted thereof, unless the Board/Board of Directors context otherwise specifies Director(s) Unless the context requires otherwise, the director(s) on our Board. Equity shares of our Company of face value of `10 each, fully paid up, unless otherwise Equity Shares specified in the context thereof Companies, firms and ventures promoted by our Promoters, irrespective of whether such entities are covered under section 370(1)(B) of the Companies Act, for details on group Group Companies companies please see the chapter titled Our Promoters and Group Entities beginning on page 100 of the Draft Red Herring Prospectus Key Management Key management personnel of the Company as per the SEBI ICDR Regulations Personnel/KMP Memorandum / Memorandum of The memorandum of association of our Company, unless the context otherwise specified Association /MoA The promoters of our Company, i.e. Mr. Sanjay Vijayakumar, Mr. Sony Joy, Mr. Vivek Promoters Steve Francis And Mr. Thomas Jose Pattara. For details, please see Our Promoters and Group Entities beginning on page 100 of the Draft Red Herring Prospectus Unless the context otherwise requires, refers to such persons and entities constituting the promoter group of our Company in terms of Regulation 2(1)(zb) of the SEBI ICDR Promoter Group Regulations and disclosed in the section Our Promoters and Group Entities on page 100 of the Draft Red Herring Prospectus Registered Office 41/3197, 4 th Floor, Bhagheeratha Square, Banerji Road, Kacherippady, Kochi The subsidiaries of the Company, namely Forward Media Private Limited and Getz Subsidiaries Shoppe & Exim Private Limited. For details, please see History and Certain Corporate Matters on page 83 of the Draft Red Herring Prospectus Issue Related Terms Term Allotment/Allot/Allotted Allotment Advice Description Unless the context otherwise requires, means the allotment of Equity Shares pursuant to this Issue to successful Bidders The note or advice or intimation of Allotment, sent to each successful Bidder who has been or is to be Allotted the Equity Shares after the Basis of Allotment has been approved by the NSE. - i -

4 Term Allottee Anchor Investor Anchor Investor Bidding Date Anchor Investor Issue Price Anchor Investor Portion Application Supported by Blocked Amount/ASBA ASBA Account ASBA Bidder(s) Banker(s) to the Issue/Escrow Collection Bank(s) Basis of Allotment Bid cum Application Form Bid(s) Bid Amount Bid/Issue Closing Date Bid/Issue Opening Date Description A successful Bidder to whom the Equity Shares are Allotted A Qualified Institutional Buyer, who applies under the Anchor Investor Portion with a minimum Bid of ` 100 million The date one Working Day prior to the Bid/Issue Opening Date on which Bids by Anchor Investors shall be submitted and allocation to Anchor Investors shall be completed. Anchor Investors are not permitted to withdraw their bids after the Anchor Investor Bidding Date The final price at which Equity Shares will be issued and Allotted to Anchor Investors under the Anchor Investor Portion in terms of the Red Herring Prospectus and the Prospectus, which price will be a price equal to or higher than the Issue Price but not higher than the Cap Price. The Anchor Investor Issue Price will be decided by our Company in consultation with the BRLM. Up to 30% of the QIB Portion, consisting of up to 107,700 Equity Shares, which may be allocated to Anchor Investors, by our Company, in consultation with the BRLMs, on a discretionary basis. One third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Issue Price. An application, whether physical or electronic, used compulsorily by QIBs (except Anchor Investors) and Non-Institutional Bidders and optionally by Retail Individual Bidders to make a Bid authorizing a SCSB, either directly or through the Syndicate Members, to block the Bid Amount in their specified bank account maintained with the SCSB Account maintained with a SCSB which will be blocked by such SCSB to the extent of the appropriate Bid Amount in relation to a Bid by an ASBA Bidder, as specified in the Bid Cum Application Form Prospective investors (other than Anchor Investors) in this Issue who intend to Bid/apply through the ASBA process The banks which are clearing members and registered with SEBI as Banker to the Issue with whom the Escrow Account will be opened and in this case [ ] The basis on which Equity Shares will be Allotted to Bidders under the Issue and which is described under Issue Procedure Basis of Allotment on page 290 of the Draft Red Herring Prospectus The form used by a Bidder (including an ASBA Bidder) to make a Bid in terms of the Red Herring Prospectus and which will be considered as an application for Allotment An indication to make an offer during the Bid/Issue Period by a Bidder, pursuant to submission of Bid cum Application Form, or during the Anchor Investor Bid/Issue Period by the Anchor Investors, to subscribe to the Equity Shares of our Company at a price within the Price Band, including all revisions and modifications thereto The highest value of the optional Bids indicated in the Bid cum Application Form and payable by a Bidder on submission of a Bid in the Issue Except in relation to any Bids received from Anchor Investors, the date after which the members of the Syndicate and the designated branches of the SCSBs shall not accept any Bids for the Issue, which shall be the date notified in an English national newspaper, a Hindi national newspaper and a Tamil newspaper, each with wide circulation, and in case of any revision, the extended Bid/ Issue Closing Date also to be notified on the website and terminals of the Syndicate and SCSBs, as required under the SEBI ICDR Regulations Except in relation to any Bids received from Anchor Investors, the date on which the Syndicate and the SCSBs shall start accepting Bids for the Issue, which shall be notified in an English national daily newspaper, a Hindi national daily newspaper and a Malayalam newspaper, each with wide circulation - ii -

5 Term Bidder Bid/Issue Period Bid Lot Book Building Process/Method Broker Centre BRLM/Book Running Lead Manager Business Day CAN/Confirmation Allocation Note Cap Price Client ID Controlling Branch Cut-off Price Demographic Details Designated Branch Designated Date Designated Stock Exchange Draft Red Herring Prospectus/DRHP Eligible NRIs Escrow Account Description Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the Bid cum Application Form including an ASBA Bidder Except in relation to Anchor Investors, the period between the Bid/Issue Opening Date and the Bid/Issue Closing Date, inclusive of both days, during which prospective Bidders and the ASBA Bidders can submit their Bids, including any revisions thereof 300 Equity Shares The book building route as provided under Schedule XI of the SEBI ICDR Regulations, in terms of which this Issue is being made Locations where Bid cum Application Form can be submitted and which are part of the nationwide broker network of the Stock Exchange and where there is a presence of the brokers terminals, an updated list of which is available on the website of the Stock Exchange. Book running lead manager to the Issue, in this case being IDBI Capital Market Services Limited Any day on which commercial banks in Mumbai are open for business The note or advice or intimation of Allocation of Equity Shares sent to Anchor Investors who have been Allocated Equity Shares after the Anchor Investor Bid Period and after the discovery of the Anchor Investor Issue Price The higher end of the Price Band above which the Issue Price will not be finalized and above which no Bids will be accepted Client identification number of the Bidder s beneficiary account Such branches of the SCSBs which coordinate under this Issue by the ASBA Bidders with the BRLM, the Registrar to the Issue and the Stock Exchange, a list of which is available at updated from time to time Any price within the Price Band finalized by our Company in consultation with the Book Running Lead Manager. A Bid submitted at Cut-Off Price is a valid price at all levels within the Price Band. Only Retail Individual Bidders are entitled to Bid at the Cut-off Price, for a Bid Amount not exceeding `200,000. No other category of Bidders are entitled to Bid at the Cut-off Price The demographic details of the Bidders such as their address, occupation and bank account details as maintained by their respective Depository Participants Such branches of the SCSBs which shall collect the Bid cum Application Form used by ASBA Bidders and a list of which is available at sebi_data/attachdocs/ html updated from time to time The date on which funds are transferred from the Escrow Account to the Issue Account or the Refund Account, as appropriate, or the amount blocked by the SCSB is transferred from the bank account of the ASBA Bidder to the Public Issue Account, as the case may be, after the Draft Red Herring Prospectus is filed with the RoC, following which the Board of Directors shall Allot Equity Shares to successful Bidders National Stock Exchange of India Limited This draft red herring prospectus dated February 4, 2013 filed with the National Stock Exchange of India Limited issued in accordance with Section 60B of the Companies Act and the SEBI Regulations, which does not contain complete particulars of the Issue NRIs from jurisdictions outside India where it is not unlawful to make an issue or invitation under the Issue and in relation to whom the Red Herring Prospectus constitutes an invitation to subscribe to the Equity Shares offered herein Account opened with the Escrow Collection Bank(s) for the Issue and in whose favour the Bidder will issue cheques or drafts in respect of the Bid Amount when submitting a Bid - iii -

6 Term Description Agreement to be entered into by our Company, the Registrar to the Issue, BRLM, the Escrow Agreement Syndicate Members and the Escrow Collection Bank(s) for collection of the Bid Amounts and where applicable, refunds of the amounts collected to the Bidders on the terms and conditions thereof First/Sole Bidder The Bidder whose name appears first in the Bid cum Application Form or Revision Form Floor Price The lower end of the Price Band, at or above which the Issue Price will be finalized and below which no Bids will be accepted, including revisions thereof Issue This public issue of 756,000 Equity Shares at the Issue Price aggregating to `[ ] lacs by our Company Issue Agreement The agreement dated January 29, 2013 entered into between our Company and the BRLM, pursuant to which certain arrangements are agreed to in relation to the Issue The final price at which the Equity Shares will be issued and allotted in terms of the Draft Issue Price Red Herring Prospectus. The Issue Price will be decided by our Company in consultation with the Book Running Lead Manager on the Pricing Date Issue Proceeds The gross proceeds of the Issue that would be available to our Company after the final listing and trading approvals are received IDBI Capital Market Services Limited will act as the market maker and has agreed to Market Maker receive or deliver the specified securities in the market making process for a period of three years from the date of listing of our Equity Shares or for a period as may be notified by amendment to SEBI ICDR Regulations Market Maker Reservation Portion 37,800 Equity Shares of face value of `10 each, reserved for the Market Maker Mutual Funds A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996 Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion), or 12,300 Equity Shares available for allocation to Mutual Funds, out of the QIB Portion Net Issue The Issue less the number of the Equity Shares allocated to the Market Maker The Issue Proceeds less the Issue related expenses. For further information about use of Net Proceeds the Issue Proceeds and the Issue expenses, see Objects of the Issue on page 39 of the Draft Red Herring Prospectus Net QIB Portion The QIB Portion less the number of the Equity Shares allocated to the Anchor Investors Non-Institutional Bidders All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity Shares for an amount more than ` 2 lacs (but not including NRIs other than Eligible NRIs) Non-Institutional Portion The portion of the Issue being not less than 108,000 Equity Shares available for allocation to Non-Institutional Bidders on a proportionate basis Non-Resident Indian or NRI/ Eligible NRI(s) Pay-in-Period NSE Price Band Pricing Date Prospectus A person resident outside India, as defined under FEMA and includes a non-resident Indian, A non-resident Indian, resident in a jurisdiction outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom the Red Herring Prospectus constitutes an invitation to subscribe for the Equity Shares For Bidder the period commencing on the Bid Opening Date and continuing till the Bid Closing Date The National Stock Exchange of India Limited Price band of a minimum price (Floor Price) of `[ ] and the maximum price (Cap Price) of `[ ] and includes revisions thereof, with the relevant financial ratios calculated at the Floor Price and at the Cap Price. The Price Band and the minimum Bid lot size for the Issue will be advertised at least five working days prior to the Bid/ Issue Opening Date, in an English daily national newspaper, a Hindi daily national newspaper and a Malayalam newspaper each with wide circulation The date on which our Company in consultation with the BRLM finalizes the Issue Price The Prospectus to be filed with the RoC in accordance with Section 60 of the Companies - iv -

7 Term Public Issue Account Qualified Foreign Investors or QFIs / Eligible QFI(s) QIB Portion Qualified Institutional Buyers or QIBs Red Herring Prospectus Refund Account Refund Bank Refunds through electronic transfer of funds Registrar to the Issue Retail Individual Bidders/Retail Investors Revision Form SEBI ICDR Regulations Self-Certified Syndicate Banks/SCSBs Description Act, containing, inter alia, the Issue Price that is determined at the end of the Book Building process, the size of the Issue and certain other information The bank account opened under Section 73 of the Companies Act with the Banker to the Issue to receive money from the Escrow Accounts on the Designated Date and where the funds transferred by the SCSBs from the ASBA Accounts shall be received Non-resident investors, other than SEBI registered FIIs or sub-accounts or SEBI registered FVCIs, who meet know your client requirements prescribed by SEBI and are resident in a country which is (i) a member of Financial Action Task Force or a member of a group which is a member of Financial Action Task Force; and (ii) a signatory to the International Organisation of Securities Commission s Multilateral Memorandum of Understanding or a signatory of a bilateral memorandum of understanding with SEBI. Provided that such non-resident investor shall not be resident in a country which is listed in the public statements issued by Financial Action Task Force from time to time on: (i) jurisdictions having a strategic anti-money laundering/combating the financing of terrorism deficiencies to which counter measures apply; and (ii) jurisdictions that have not made sufficient progress in addressing the deficiencies or have not committed to an action plan developed with the Financial Action Task Force to address the deficiencies. The portion of the Issue, being 50% of the Net Issue or 359,100 Equity Shares, available for allocation to QIBs on a proportionate basis (including Anchor Investors) Public financial institutions as specified in Section 4A of the Companies Act, scheduled commercial banks, mutual fund registered with SEBI, FII and sub account registered with SEBI, other than a Sub-Account which is a foreign corporate or foreign individual, multilateral and bilateral development financial institution, VCF, FVCIs, state industrial development corporation, insurance company registered with Insurance Development Regulatory Authority, provident fund with minimum corpus of `250 million, pension fund with minimum corpus of `250 million and National Investment Fund set up by Government of India and insurance funds set up and managed by army, navy or air force of the Union of India and the insurance funds set up and managed by the Department of Posts, India The red herring prospectus issued in accordance with Section 60B of the Companies Act, which does not have complete particulars of the price at which the Equity Shares are offered and the size of the Issue. The Red Herring Prospectus is to be filed with the RoC at least three days before the Bid/Issue Opening Date and will become a Prospectus upon filing with the RoC after the Pricing Date The account opened with Escrow Collection Bank(s), from which refunds (excluding to the ASBA Bidders), if any, of the whole or part of the Bid Amount shall be made [ ] Refunds through electronic transfer of funds means refunds through ECS / NECS, Direct Credit, NEFT, RTGS or the ASBA process, as applicable Registrar to this Issue, in this case being Bigshare Services Private Limited Individual investors who have applied for Equity Shares for an amount not more than `2 lacs (including HUFs applying through their Karta) The form used by the Bidders to modify the quantity of Equity Shares or the Bid Price in any of their Bid cum Application Forms or any previous Revision Form(s) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended from time to time The banks which are registered with SEBI under the SEBI (Bankers to an Issue) Regulations, 1994 and offer services of ASBA, including blocking of an ASBA account in accordance with SEBI ICDR Regulations, a list of which is available on - v -

8 Term SME Equity Listing Agreement SME Platform of NSE Stock Exchange Sub Syndicate Member Syndicate Syndicate Members Syndicate Agreement Syndicate ASBA Bidding Locations Transaction Registration Slip/TRS Underwriters Underwriting Agreement Working Day(s) Description or any such other webpage as may be prescribed by SEBI from time to time The equity listing agreement entered into by our Company with the Designated Stock Exchange, including all amendments made thereto from time to time The SME Platform of NSE which was approved by SEBI as an SME Exchange on October 14, 2011 for listing of equity shares offered under Chapter XB of the SEBI ICDR Regulations The NSE A SEBI Registered member of NSE appointed by the BRLM and / or Syndicate Member to act as a Sub Syndicate Member in the Issue Includes the BRLM, Syndicate Members and Sub-Syndicate Members IDBI Capital Market Services Limited and [ ] The agreement dated [ ] entered into among our Company, the BRLM and the Syndicate Members, in relation to the collection of Bids in this Issue Bidding Centres where an ASBA Bidder can submit their Bid in accordance with applicable laws. The slip or document issued by member of the Syndicate or the SCSB, as the case may be, to the Bidder as proof of registration of the Bid [ ] The agreement among the Underwriters and our Company to be entered into on or after the Pricing Date All days other than a Sunday or a public holiday (except during the Bid/Issue Period where a working day means all days other than a Saturday, Sunday or a public holiday), on which commercial banks in Mumbai are open for business Technical/Industry Related Terms /Abbreviations Term Crypto SIM Card Consumer VAS Enterprise Solution GSMA ID Server M-Governance Messaging Server Mobile Digital Signature Mobile Express NDNC Registry Network VAS Picture Post PIN R&D SD Card(s) Secure Elements Signature Server Description A Java based SIM card with cryptographic capabilities Consumer division of the VAS segment Enterprise solution segment of our Company A worldwide association of mobile operators and related support companies Identity Server used in the Mobile Digital Signature service delivery mechanism Mobile Governance Messaging server used for SMS delivery A digital signature on mobile phone Mobile Digital Signature Solution product of our Company National Do not Call registry Network VAS division of VAS Airtel picture post Personal identification number Research & Development Secure Digital Card(s) Encrypted tamper proof smart card chip Signature server used for generating Mobile Digital Signature - vi -

9 Term SIM SMS TSP USB USSD VAS Valimo Description Subscriber Identity Module Short Messaging Service Telecom Service Provider Universal Serial Bus Unstructured Supplementary Service Data Value added services segment of our Company Valimo Wireless Oy Conventional and General Terms/ Abbreviations Term Description Act or Companies Act The Companies Act, 1956, as amended from time to time AGM Annual general meeting AS Accounting Standards AY Assessment Year BAN Bank Account Number BPLR Bank Prime Lending Rate BIFR Board for Industrial and Financial Reconstruction CAGR Compounded Annual Growth Rate CIN Corporate Identification Number CDSL Central Depository Services (India) Limited Depositories NSDL and CDSL Depositories Act The Depositories Act, 1996 as amended from time to time DP/Depository Participant A depository participant as defined under the Depositories Act, 1996 DP ID Depository Participant s Identity EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation ECS Electronic Clearing Service EGM Extraordinary General Meeting EPS Earnings Per Share i.e., profit after tax for a Financial year divided by the weighted average outstanding number of Equity Shares at the end of that Financial year FBT Fringe Benefit Tax FCNR Foreign Currency Non-Resident FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999, as amended, together with rules and regulations thereunder FEMA Regulations FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations 2000 and amendments thereto FII Foreign institutional investors (as defined under the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995) registered with SEBI Financial Year/Fiscal/FY Period of twelve months ended March 31 of that particular year, unless otherwise stated FPO Follow on Public Offer FVCI Foreign Venture Capital Investors under the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000 GDP Gross Domestic Product GIR General Index Register GoI/Government/Central Government Government of India HUF Hindu Undivided Family ICAI Institute of Chartered Accountants of India - vii -

10 Term IFRS Indian GAAP IPO MAT MCA Description International Financial Reporting Standards Generally Accepted Accounting Principles in India Initial Public Offering Minimum Alternative Tax Ministry of Corporate Affairs N.A. Not applicable Net Asset Value being paid up equity share capital plus free reserves (excluding reserves NAV created out of revaluation) less deferred expenditure not written off (including miscellaneous expenses not written off) and debit balance of Profit and Loss account, divided by number of issued Equity Shares NECS National Electronic Clearing Services NEFT National Electronic Fund Transfer NR Non Resident NRE Non Resident External NRO Non Resident Ordinary NSDL National Securities Depository Limited A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of OCB/Overseas Corporate Body beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and immediately before such date had taken benefits under the general permission granted to OCBs under the FEMA. OCBs are not permitted to invest in the Issue, except with the specific permission of the RBI p.a. Per annum PAN Permanent Account Number allotted under the Income Tax Act, 1961 PAT Profit after tax RBI The Reserve Bank of India RoC Registrar of Companies, Kerala at Ernakulam ` Indian Rupees RTGS Real Time Gross Settlement SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time SEBI Takeover Regulations Securities and Exchange Board of India Act (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 State Government The government of a state of the Union of India SME Small and medium enterprise Technology Development Board / TDB Technology Development Board as defined under the Technology Development Board Act, 1995 US GAAP Generally Accepted Accounting Principles in United States of America VCF Venture capital funds as defined in and registered with SEBI under the SEBI (Venture Capital Fund) Regulations, 1996 WDV Method Written Down Value Method for calculation of depreciation The words and expression used but not defined in this Draft Red Herring Prospectus will have the same meaning as assigned to such terms under the Companies Act, SEBI Act, the SCRA, the Depositories Act and the rules and regulations made thereunder. Notwithstanding the foregoing, terms in Main Provisions of Articles of Association of our Company, Statement of Tax Benefits, Regulations and Policies in India and Financial Statements on pages 300, 48, 76 and 124, respectively, shall have the meanings given to such terms in these respective sections - viii -

11 CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION Certain Conventions Unless otherwise specified or the context otherwise requires, all references to India in the Draft Red Herring Prospectus are to the Republic of India, together with its territories and possessions. Financial Data Unless stated otherwise, the financial data in the Draft Red Herring Prospectus is derived from our restated unconsolidated and consolidated financial statements in accordance with Indian GAAP and the Companies Act, and restated in accordance with the SEBI ICDR Regulations and Indian GAAP which are included in the Draft Red Herring Prospectus, and set out in Financial Information on page 124 of the Draft Red Herring Prospectus. Our Company s financial year commences on April 1 and ends on March 31 of the next year, so all references to a particular Fiscal Year or Financial Year or FY are to the twelve-month period ended March 31 of that year. In the Draft Red Herring Prospectus, any discrepancies in any table between the total and the sum of the amounts listed are due to rounding off. We prepare our financial statements in accordance with Indian GAAP, which differs in certain material respects from IFRS and U.S. GAAP. Accordingly, the degree to which the Indian GAAP financial statements included in this DRHP will provide meaningful information is entirely dependent on the reader s level of familiarity with the Companies Act, Indian GAAP and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in the Draft Red Herring Prospectus should accordingly be limited. We have not attempted to quantify the impact of IFRS or U.S. GAAP on the financial data included in the DRHP, nor do we provide a reconciliation of our financial statements to those under U.S. GAAP or IFRS and we urge you to consult your own advisors regarding such differences and their impact on our financial data. For details in connection with risks involving difference between Indian GAAP and IFRS, please see Risk Factors- significant differences exist between Indian GAAP used throughout our Company s financial information and other accounting principles, such as U.S. GAAP and IFRS, with which investors may be more familiar on page xxiii of the Draft Red Herring Prospectus. Currency of Presentation All references to Rupees or ` or INR or Rs. are to Indian Rupees, the official currency of the Republic of India. Industry and Market Data Unless stated otherwise, industry and market data used throughout the Draft Red Herring Prospectus has been obtained from publications (including websites) available in public domain and our internal reports. These 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 we believe market data used in the Draft Red Herring Prospectus is reliable, neither we nor the BRLM has independently verified such information or ascertained the underlying economic assumptions contained therein. The data used from these sources may have been reclassified by us for purposes of presentation. Data from various market sources may not be comparable. The extent to which the market and industry data is presented in the Draft Red Herring Prospectus is meaningful depends upon 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 market and industry sources. - ix -

12 FORWARD-LOOKING STATEMENTS All statements contained in the Draft Red Herring Prospectus that are not statements of historical fact constitute forward looking statements. All statements regarding our expected financial condition and results of operations, business, plans and prospects are forward-looking statements. These forward looking statements include statements as to our business strategy, our revenue and profitability, planned projects and other matters discussed in the Draft Red Herring Prospectus regarding matters that are not historical facts. These forward looking statements and any other projections contained in the Draft 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 generally can be identified by words or phrases such as aim, anticipate, believe, expect, estimate, intend, objective, plan, project, shall, will, will continue, will pursue or other words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward looking statements. All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results and property valuations to differ materially from those contemplated by the relevant statement. Actual results may differ materially from those suggested by the forward looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the industries in India in which we have our businesses and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes and changes in competition in our industry. Important factors that could cause actual results to differ materially from our expectations include, among others: Our ability to successfully implement our strategy, growth and expansion plans Changes in government policies and regulatory actions that apply to or affect our business Inability to adequately keep up pace with rapid changes in information technology, industry standards and customer preference, which may adversely impact our competitiveness Developments affecting the Indian economy For further discussion of factors that could cause our actual results to differ from our expectations, see Risk Factors, Our Business and Management s Discussion and Analysis of Financial Condition and Results of Operations on pages xi, 67 and 199 of the Draft Red Herring Prospectus respectively. 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. Forward looking statements speak only as of the date of the Draft Red Herring Prospectus. Neither our Company, our Directors and officers, the Book Running Lead Manager or any of the members of the Syndicate nor any of their respective affiliates has any obligation to, and do not intend 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 Book Running Lead Manager will ensure that investors in India are informed of material developments until the time of the grant of listing and trading approvals by the Stock Exchange. - x -

13 SECTION II - RISK FACTORS An investment in equity shares involves a high degree of risk. You should carefully consider all the information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares. To obtain a complete understanding of our Company, you should read this section in conjunction with Our Business and Management s Discussion and Analysis of Financial Condition and Results of Operations on pages 67 and 199 of the Draft Red Herring Prospectus respectively as well as the other financial and statistical information contained in this Draft Red Herring Prospectus. The risks and uncertainties described in this section are not the only risks and uncertainties we currently face. Additional risks and uncertainties not known to our Company or that we currently deem immaterial may also have an adverse effect on our business, financial condition and results of operations. If any of the following risks, or other risks that are not currently known or are now deemed immaterial, actually occur, our business, financial condition and results of operations could suffer, the price of our Equity Shares could decline, and you may lose all or part of your investment. The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are risks where the effect is not quantifiable and hence has not been disclosed in the applicable risk factors. Unless otherwise stated, the financial information used in this section is derived from our restated and audited consolidated financial statements prepared under Indian GAAP. For further details see Financial Statements on page 124 of the Draft Red Herring Prospectus. INTERNAL RISKS Risks relating to our Business 1. Our Promoters and our Group Companies are involved in a number of legal and regulatory proceedings and any adverse decision in such proceedings may have a material adverse effect on our business, result of operations and financial condition There are certain outstanding legal proceedings against our Promoters and our Group Companies pending at various levels of adjudication before various courts, tribunals, authorities and appellate bodies in India. Should any new developments arise, such as change in applicable laws or rulings against our Company by the appellate courts or tribunals, we may need to make provisions in our financial statements, which may increase our expenses and current liabilities. We cannot give you any assurance that these legal proceedings will be decided in our favour. Any adverse outcome may have a significant effect on our business and financial condition and our results of operations. Details of the proceedings that have been initiated against our Promoters and our Group Companies and the amounts claimed against our Company in these proceedings, to the extent ascertainable, are set forth below: Litigation against our Promoters: Sr. No. Nature of the litigation Number of outstanding Aggregate amount involved litigations ( ` in lacs) 1. Tax proceedings Criminal Proceedings 1 N.A Total Litigation against our Group Companies: Sr. No. Nature of the litigation Number of outstanding litigations Aggregate amount involved ( ` in lacs) 1. Tax proceedings Total For further details of the legal proceedings, please see Outstanding Litigation and Material Developments on page 225 of the Draft Red Herring Prospectus. - xi -

14 2. One of our Subsidiaries and several of our Group Companies have incurred losses during the last three Financial years, which may adversely affect our results of operations. For the Financial year ending March 31, 2012, one of our Subsidiaries Forward Media Private Limited has incurred losses of `31.20 lacs. In the event that the aforementioned Subsidiary continues to incur losses or if our other Subsidiary incurs losses, our Company s consolidated results of operations and financial condition will be adversely affected. Further, several of our Group Companies have incurred losses during the last three financial years, immediately preceding the date of filing of the Draft Red Herring Prospectus. For details of profits/ (losses) after tax of these companies in the preceding three Financial years please see Group Companies - Loss making Group Companies on page 119 of the Draft Red Herring Prospectus. There is no assurance that our subsidiaries or any of our Group Companies will not incur losses in future periods or that there will not be an adverse effect on our Company's reputation or business as a result of such losses. 3. We intend to utilize majority of the Issue proceeds for deployment of Mobile Digital Signature technology but due to our lack of experience in this technology and other variables, we are susceptible to various risks which may adversely affect our business, financials and result of operations. Majority of the Issue Proceeds will be utilised for deploying Mobile Digital Signature technology for our customers. Our Company has no prior experience in implementing this technology and has not derived any revenues through this technology in the past years. Our lack of experience in this technology may, inter alia, reduce our ability to successfully implement this technology in India for our customers. Our Company expects the competition to intensify in the Mobile Digital Signature technology segment in India and there may also be increasing competition from global players. Further, competing technologies may make the adoption of the Mobile Digital Signature technology difficult. Therefore, our success of implementing the Mobile Digital Signature technology in India depends on a variety of factors and our ability to manage risks such as technology, business and financial risks. If such risks materialize, this may adversely affect our business, financials and result of operations. 4. We require several registrations, licenses and approvals for carrying out our business. If our Company is unable to obtain the required registrations, licenses and approvals in a timely manner or at all, this may adversely affect our results of operations. Our Company requires a number of approvals, licenses, registrations and permits for developing and operating our business. If we fail to obtain new or retain any applicable approvals, licenses, registrations and permits, or renewals thereof, in a timely manner or at all, it could affect our business, results of operations and financial condition. 5. There has been a delay in filing of certain forms with the RoC. Though the same have been filed along with additional fees, there is a possibility that action may be taken against our Company in future by the RoC. In the event an adverse action is taken by the RoC, our business, financial condition and results of operations could be adversely affected. There has been a delay in filing of the following forms with the RoC: Details of form Nature Due date Date of filing Form 2 Return of allotment February 2, 2008 February 13, 2008 Form 2 Return of allotment February 15, 2008 February 27, 2008 Form 2 Return of allotment March 3, 2008 March 17, 2008 Form 2 Return of allotment April 15, 2010 December 2, 2010 Form 2 Return of allotment* May 26, 2012 November 30, 2012 Form 32 For appointment of Mr. George Brody and Mr. Sony Joy as additional Directors April 20, 2008 May 17, 2008 Form 32 For change in designation of Mr. Sanjay Vijayakumar and Mr. Sony Joy May 1, 2010 April 12, 2012 Form 8 For creation of charge August 30, 2012 September 7, xii -

15 * Our Company had made an allotment of 400,000 Equity Shares comprising of 270,146 Equity Shares to three of our promoters and 129,854 Equity Shares to some of our employees on April 27, 2012 at a price of ` 10 per Equity Share for consideration otherwise than for cash. Subsequently, through a special resolution passed in the EGM on December 31, 2012, our Company has, based on the Auditor s view, re-characterized the allotment of 270,146 Equity Shares for consideration otherwise than in cash at a price of ` 10 per Equity Share and the allotment price of 129,854 Equity Shares to ` per Equity Shares, being the fair value based on the valuation report obtained by our Company. Consequently, our Company filed the requisite form 23 with the RoC on February 7, The filing of the said form was delayed due to technical problems on the e-filing website For further details, see Capital Structure on page 24 of the Draft Red Herring Prospectus. Although the forms as tabulated above have been filed along with the requisite additional fees for late filing of these forms, it does not absolve our Company from penalty which the RoC may impose for the said late filing in the future. If the RoC imposes penalties on our Company, it may harm our reputation and consequently, our business, financial condition and results of operations could be adversely affected. 6. We have experienced negative cash flows in the past and any negative cash flows in the future could adversely affect our financial conditions and results of operations. We have experienced negative cash flows on an unconsolidated basis in the recent past, the details of which are as follows: (` in lacs) Six months period For the Financial year ending on Particulars ending September 30, 2012 March 31, 2012 March 31, 2011 March 31, 2010 Net cash from/(used in) operating activities (11.50) Net cash from/(used in) investing activities (121.36) (142.64) (173.52) (63.54) Net cash from/(used in) financing activities Negative cash flows over extended periods, or significant negative cash flows in the short term, could materially impact our ability to operate our business and implement our growth plans. If our Company experiences negative cash flows in the future, this may have a material adverse effect on our business, results of operations and financial condition. For further details, please see Financial Statements and Management s Discussion and Analysis of Financial Condition and Results of Operations on page 124 and page 199 of the Draft Red Herring Prospectus respectively. 7. Our Statutory Auditor in its audit report has made certain qualifications and thus our financial statements may not present an accurate estimate of our financial position or performance. Our Statutory Auditor in its audit report for the Financial year ending March 31, 2012 has made certain qualifications which were not given effect to in our restated financial information. The extract in relevant part of the qualifications is as follows: Attention drawn to Notes No-2.37 regarding entering into transactions with parties covered u/s. 297 of the Companies Act, 1956 without obtaining prior permission from the central government, the effect of the same is not ascertainable. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Registers maintained under Section 301 and exceeding the value of five lakhs rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time. However, the company has not obtained prior permission from the Central Government for the same. The company is in the process of filing application before the Company Law Board for regularizing the same. We cannot assure you that these qualifications will not have a material adverse effect on our result of operations and financial condition. - xiii -

16 8. We have issued Equity Shares during the last one year at a price which is lower than the Issue Price. Our Company has, in the last twelve months prior to filing this Draft Red Hearing Prospectus, issued Equity Shares at a price that could be lower than the Issue Price. The price at which these Equity Shares have been issued in the last one year is not indicative of the price at which further Equity Shares will be issued or traded. For further details regarding such issuances of equity shares see Capital Structure on page 24 of the Draft Red Herring Prospectus. 9. Our Company has entered into an exclusive license agreement and also a services agreement with Valimo Wireless Oy for use of Mobile Digital Signature technology. If we are unable to adhere to the terms of these agreements or fail in paying the requisite fees, Valimo Wireless Oy can terminate these agreements which could adversely affect our business strategy, financial conditions and results of operations. Valimo Wireless Oy, a Finnish company has developed a Mobile Digital Signature technology. Our Company has entered into an exclusive license agreement dated August 8, 2012 with Valimo Wireless Oy for three years for use of this technology. Further, our Company has also entered into a services agreement dated August 8, 2012 with Valimo Wireless Oy for maintenance services and support services for the said technology. The license agreement and the service agreement are both valid until August 7, 2015 and there is no guarantee that it will be renewed on terms acceptable to our Company. Under the terms of these agreements, our Company is required to pay fees to Valimo Wireless Oy. If we are unable to make the requisite payment of fees under the said agreements, Valimo Wireless Oy can terminate the agreements. Further, we or Valimo Wireless Oy are entitled to terminate the agreements with immediate effect upon specified grounds. These agreements are important to our strategy of creating a mobile identity ecosystem through Mobile Express which will be critical to our operations going forward. Further, one of the objects of the Issue is to pay fees due to Valimo Wireless Oy pursuant to these agreements and for use of its Mobile Digital Signature technology. If we are unable to adhere to the terms of these agreements or fail in paying the requisite fees, Valimo Wireless Oy can terminate these agreements which could adversely affect our business strategy, financial conditions and results of operations.for further details, see Objects of the Issue on page 39 of the Draft Red Herring Prospectus. 10. We have given unsecured advances to related parties that give us lower yields which may affect our results of operations. Our Company has given unsecured loans of ` lacs and ` lacs at zero percent interest rate to our Subsidiaries viz. Forward Media Private Limited and Getz Shoppe &Exim Private Limited respectively. The surplus funds utilised for this might have given us better yields had we invested it at market rate. Further, this is an investment in unsecured debt instruments carrying interest rates lower than the market value, which could adversely affect our business, results of operations and financial condition.for further details, see Financial Indebtedness on page 195 of the Draft Red Herring Prospectus. 11. Several of our Company s products and services sold to TSPs are based on per-transaction pricing basis or on a revenue share basis. These do not provide a guaranteed amount of revenue which could adversely affect our results of operations and financial condition. Several of our Company s products and services sold to TSPs are on a per-transaction basis or on a revenue share basis, rather than on a license fee basis. The sale of products and services on a per transaction basis does not provide a guaranteed amount of revenue unlike the sale of such products and services on a license fee basis. In addition, our Company installs specialized equipment at the place of operation of the relevant TSPs and if the sales from our products and services sold on a per-transaction basis are lower than required to recoup our capital expenditure and operating expenditure for such products, services and equipment, our Company s results of operations and financial condition could be adversely affected. For further details, see Our Business on page 67 of the Draft Red Herring Prospectus. 12. Some of the terms of the agreements entered into with the TSPs have certain onerous conditions, which could result in circumstances that could adversely affect our business, results of operations and financial condition. Most of our agreements with the TSPs are for tenure ranging between one to two years wherein the TSPs have the option of not renewing the agreements upon their expiry. Further, these agreements give TSPs the right of unilateral - xiv -

17 termination. Moreover, some of the agreements with the TSPs require our Company to provide specific products and services on an exclusive basis. As a result, these circumstances could adversely affect our business, results of operations and financial condition.for further details, also see risk factor titled Several of our Company s products and services sold to TSPs are based on per-transaction pricing basis or on a revenue share basis, which do not provide a guaranteed amount of revenue and could adversely affect our results of operations and financial condition on page xiv of the Draft Red Herring Prospectus. 13. The liability arising from Customer Preference Regulations, 2010 issued by TRAI in the context of the national do not call ( NDNC ) registry, could adversely affect our business, results of operations and financial condition. As part of our VAS business, one of the services we provide is telemarketing services for TSPs and corporates. The TRAI has issued the Customer Preference Regulations, 2010 which provides inter alia that if subscribers to TSPs services do not wish to receive unsolicited commercial communication on their telephones, it will be the TSPs responsibility to register its subscribers numbers with the NDNC registry. Therefore, telemarketers, like our Company, can call only those numbers that do not appear on the NDNC registry since TRAI may levy penalties on telemarketers which may include a monetary penalty. On continuous default, such telemarketer is black listed and if the name of such telemarketer continues to be black listed for a period of two years, then the registration of the telemarketer is cancelled by TRAI under the provisions of the Customer Preference Regulations, Though our Company has a process in place which monitors compliance with the Customer Preference Regulations, 2010 there may be an event in which our Company is found to be in violation of the Customer Preference Regulations, If such an event occurs, our business, results of operations and financial condition could be adversely affected. For further details, see Regulations and Policies in India on page 76 of the Draft Red Herring Prospectus. 14. Our Company s agreements with TSP for services do not obligate them to market or promote our products and services to their subscribers, which could adversely affect our results of operations and financial condition. Our agreements for products and services with the TSPs do not obligate them to market or promote any of our products or services to their subscribers, including new products and services that are offered to existing subscribers from time to time. Without the appropriate marketing and promotion of the services that our Company provides through the TSPs, their subscribers may not be aware of, or may cease to use or decrease usage of, our products and services. If the TSPs display our products and services less prominently or our products and services are less accessible to their subscribers, our products and services would become more difficult for subscribers to discover and access and could, therefore, result in a decline in sales of our products and services. This could adversely affect the income generated from our products and services, and thus our overall results of operations and financial condition. 15. Our Company operates in a competitive business environment. Competition from existing players and new entrants and consequent competitive pressures may adversely affect our business, financial condition and results of operations. Our Company operates in a competitive business environment. Growing competition from existing players and new entrants in the market we operate may have a material adverse effect on our revenues. We presently compete with various companies, including OnMobile Global Limited, One97Communications Limited and Spice Digital Limited. Also some of our competitors may also be able to quickly replicate our products and services. Such replicated services and products would compete with our products and services. Competition with replications of our services and products could have an adverse effect on our results of operations. Further, some of our competitors have greater experience in various facets of the business as compared to us and may be able to develop or acquire technology or partner with innovators or customers at terms which are not presently feasible for us due to our current scale of operations. Our company may be unable to compete with such companies for complex, high-value contracts as well as contracts and tenders that are of comparatively lesser value. There can be no assurance that our Company can continue to effectively compete with our competitors in the future, and failure to compete effectively may have an adverse effect on our business, financial condition and results of operations. For further details on our competition, please see Our Business on page 67 of the Draft Red Herring Prospectus. - xv -

18 16. We may not be able to keep pace with the rapid changes in information technology, industry standards and customer preference, which may adversely impact our competitiveness affecting our results of operation and financial conditions. The industry in which we operate is characterised by rapid technological changes, evolving industry standards, changing customer preferences and new product and service introductions. Our future success will depend on our ability to anticipate these advances and develop new service offerings to meet customer needs. We may fail to anticipate or respond to advances in technology or changes in customer preferences or industry standards in a timely or cost-effective manner or, if we do respond, the technologies we develop may fail in the market. As an example, as part of our strategy, we would also be investing a substantial portion of our Issue proceeds in the deployment of Mobile Digital Signature technology in India and develop an ecosystem around it. The success of this depends on various factors and would entail participation of various entities. In the event solutions or technologies that are developed by our competitors prove to be better or find wider acceptance, this may render our solutions less competitive or obsolete. Furthermore, our competitors may respond faster than we do to changes in technology, industry standards and customer preferences. Any one or a combination of these circumstances could have a material adverse effect on our ability to obtain and successfully complete customer requirements and thereby have a material adverse effect on our competitiveness and adversely affect our business, financial condition and results of operations. 17. Failure to develop and introduce new products and services that achieve market acceptance could have an adverse effect on our results of operations and financial condition. Our business depends on developing and providing innovative products and services for our customers. Development of new products and services is subject to unpredictable and volatile factors beyond our control, including customer preferences and competition. Moreover, customer preferences are subject to rapid change, but we may not be able to adapt rapidly to changes in their preferences. In addition, due to the competitive nature of the markets in which we operate, we update various products on an on-going basis and release new versions from time to time. We need to continuously invest in research and development to develop new and differentiated products and services for our customers. Our products and services could also be rapidly rendered obsolete by the introduction of newer technologies as outlined in the risk factor titled We may not be able to keep pace with the rapid changes in information technology, industry standards and customer preference, which may adversely impact our competitiveness on page xvi of the Draft Red Herring Prospectus. Unexpected technical, operational, deployment, distribution or other problems could delay or prevent the timely introduction of new products and services, which could result in a loss of market opportunities. Our growth could also suffer if our products and services are not responsive to the needs of TSPs, the technological advancements of mobile networks or the preferences of the subscribers. This change could impact our addressable market, competition and our objective setting and strategies, as well as the need to consider risks to achieve our set objectives. If any of such events were to occur, some or all of such products and services may not provide adequate returns commensurate with our capital investments and it could have an adverse effect on our results of operations and financial condition. 18. We cannot be sure that the products and services that we develop and create for our customers do not infringe the intellectual property rights of third parties and infringement claims may be asserted against us or our customers or business associates which may have an adverse effect on our business, financial condition and results of operations. We believe that our products and services do not infringe on the intellectual property rights of others. However, there can be no assurance that infringement claims will not be asserted against us in the future. For example, we may be unaware of intellectual property registrations or applications that purport to our products and services, which could give rise to potential infringement claims against our Company. The parties making infringement claims may be able to obtain an injunction to prevent our Company from delivering our products and services or using technology containing the allegedly infringing intellectual property. These claims may harm our reputation, distract management, increase costs and prevent us from offering some of our products and services to our customers. - xvi -

19 Subject to certain limitations, under our indemnity obligations to our customers, we may also have to provide refunds to our customers to the extent that we must require them to cease using an infringing products and services, if we are unable to provide an alternative solution or acquire a license to use of the infringing intellectual property that we had provided to our customers. If we are obligated to make any such refunds or dedicate time to provide alternatives or acquire a license to the infringing intellectual property, our business, financial condition and results of operations could be adversely affected. In addition, some of our agreements contain broad indemnity clauses in favour of our customers and therefore if any third party infringement claims related to our goods and/or services are made to our customers then we are required to provide specific indemnities. The amount of these indemnities could be greater than the income we receive from the customer. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantial damage award. In addition, as a result of intellectual property litigation, we may be required to stop selling, incorporating or using products and services that use or incorporate the infringing intellectual property. We may be required to obtain a license or pay a royalty to make, sell or use the relevant technology from the owner of the infringed intellectual property. Such licenses or royalties may not be available on commercially reasonable terms or at all. Furthermore, we may be forced to develop non-infringing technologies or obtain a license to provide those products and services that are deemed infringing intellectual property. Our Company may be unable to develop non-infringing processes, methods or technologies or to obtain a license on commercially reasonable terms or at all. We may also be required to alter our processes or methodologies so as not to infringe others intellectual property, which may not be technically or commercially feasible and may cause us to expend significant resources. As the number of patents, copyrights and other intellectual property rights in our industry increases, we believe that companies in our industry will face more frequent infringement claims. Any claims or litigation in this area, whether we ultimately win or lose, could be time-consuming and costly and could damage our reputation. Defending against these claims, even if the claims have no merit, may not be covered by or could exceed the protection offered by our insurance and could divert management s attention and resources from operating our company all of which may have an adverse effect on our business, financial condition and results of operations. 19. We have not placed orders for Computer Peripherals, Crypto SIM cards, Mobile Digital Signature certificates and mobile phones which will be funded from the Issue Proceeds. Further, there may be a delay in delivery of the above items which in turn could adversely affect our business, financial condition and results of operation. We have not placed orders for Computer Peripherals, Crypto SIM cards, mobile digital signatures certificates and mobile phones which are being funded from the Issue Proceeds. As a result, at the time of placing the orders, the price of these items may vary from the price as quoted in Objects of the Issue on page 39 of the Draft Red Herring Prospectus and hence the total fund requirement may increase. Further, there is no assurance that these items for which the order would be placed will be delivered according to the implementation schedule, and this may have a material adverse effect on our financial condition, results of operation and liquidity position. 20. We may not be able to sustain effective implementation of our business and growth strategies and any such failure could adversely affect our business and results of operations. The success of our business will depend greatly on our ability to effectively implement our business and growth strategies. We cannot assure you that we may be able to execute our strategies in the future. Further, our growth strategies could place significant demand on our management team and other resources and would require our Company to continuously develop and improve our operational, financial and other controls, none of which can be assured. Any failure on our part to scale up our infrastructure and management could cause disruptions to our business and could be detrimental to our long-term business outlook. For further details on our company s strategy, please see Our Business on page 67 of the Draft Red Herring Prospectus. 21. We are highly dependent on members of our core management team which includes our key management personnel and loss of any of the core management team member may adversely affect our business performance. Our business is dependent upon our core management team which oversees the day-to-day operations, strategy and growth of our business. Our success is largely dependent on the core management team which ensures the - xvii -

20 implementation of our strategy. If one or more members of our core management team are unable or unwilling to continue in their present positions, such persons may be difficult to replace and our business, prospects, financial condition and results of operations could be adversely affected. In addition, our success in expanding our business will also depend, in part, on our ability to attract, retain and motivate appropriately qualified personnel. Our failure to successfully manage our personnel needs could materially adversely affect our business, prospects, financial condition and results of operations. If we are unable to address these risks, our business, financial condition and results of operations could be adversely affected. For further details on our core management team, see Our Management- Management Organization Structure and Our Management- Key Management Personnel on pages 97 and 97 of the Draft Red Herring Prospectus respectively. 22. We have entered into a number of related party transactions. We have entered into a number of related party transactions. Such transactions or any future transactions with related parties may potentially involve conflicts of interest and impose certain liabilities on our Company. Further, there can be no assurance that such transactions, individually or in aggregate, will not have an adverse effect on our business, prospects, results of operations, and financial condition, resulting from potential conflicts of interest or otherwise. For further details, see Financial Statements on page 124 of the Draft Red Herring Prospectus. 23. We may be liable if we inappropriately disclose confidential information relating to our customers or business associates. This may adversely affect our business, financials and result of operations. We cannot assure you that we will adequately address the risks created by the regulations to which we may be contractually obligated to abide. In the event of any breach or alleged breach of our confidentiality agreements with our customers or business associates, these parties may terminate their engagements with us or sue us for breach of contract, resulting in the associated loss of income and increased costs. As a result, if our customer s or business associates proprietary rights are misappropriated by us or our employees, our customers or business associates may consider us liable for such act and seek damages and compensation from us in addition to seeking termination of the contract. Assertions of infringement of intellectual property or misappropriation of confidential information against us, if successful, could have a material adverse effect on our business, financial condition and results of operations. Even if such assertions against us are unsuccessful, they may cause us to incur reputational harm and substantial legal fees. Our Company and management may also be subject to civil or criminal liability if we are deemed to have violated applicable regulations. Any such acts could also cause us to lose existing and future business and damage our reputation in our specific industry in India. 24. Our infrastructure and equipment could fail which would limit our ability to provide guaranteed levels of service and could result in significant operating losses. To provide our customers with guaranteed levels of service, we must operate our infrastructure on a 24-hour-a-day, seven-day-a-week basis without interruption. In order to operate in this manner, we must protect our infrastructure, equipment and customer files against damage from human error, natural disasters, unexpected equipment failure, software malfunction, power loss or telecommunications failures, virus attacks, sabotage, hacking or other intentional acts of vandalism. We are also subject to the risk of strikes or other work stoppages by our employees or by other persons, which may, in turn, disrupt our operations. Even if we take precautions, the occurrence of a natural disaster, equipment failure or other unanticipated problem at one or more of our infrastructure locations could result in interruptions in products and services that we provide to our customers. We cannot assure you that our Company will be able to address all, or even most, of the problems which we may encounter in the event of such a disaster, which could result in lost income and increased operating costs. 25. We rely on telecommunications and information technology systems, networks and infrastructure to operate our business and any interruption or breakdown in such systems, networks or infrastructure or our technical systems could impair our ability to effectively provide our products and services which may have an adverse impact on our results of operations. - xviii -

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