Excelsoft Technologies Ltd IPOEXCELSOFT

The IPO opens on 19 Nov 2025 & closes on 21 Nov 2025.

Excelsoft Technologies Limited was incorporated as a Private Limited company with the Registrar of Companies, Bangalore on June 12, 2000. Further, Company' status was converted to a public limited Company and the name was changed to 'Excelsoft Technologies Limited on September 17, 2024. The Company acquired a partnership firm in the name of 'M/s Sudhanva Enterprises' along with the business undertaking in 2000. It designed and built an assessment platform for Pearson Inc. based on the core software 'SARAS' in 2006. It built a service-oriented architecture for learning and assessment through the then joint venture Freedom to Learn Ltd to a United Kingdom based entity and certain of its affiliates in 2007. The Company acquired Freedom To Learn Limited as a wholly owned Subsidiary in 2008, acquried Imfinity Pte Ltd. as 100% subsidiary in 2009; launched 'OpenPage' business platform in 2011; acquired Meteor Online Learning Limited as wholly owned Subsidiary in 2012; launched a business platform 'Educational Positioning System (EPS)' in 2013. In 2023, Company has developed an Artificial Intelligence (AI) platform -AI-levate. Further, Company acquired wholly owned Subsidiary in the name of 'Enhanzed Education Private Limited' in June, 2024. Company came up with its initial public offer by allotting 41,666,666 equity shares of Rs 10 each, raising Rs 500 Crore, comprising a fresh issue of 15,000,000 equity shares aggregating to Rs 180 Cr and the offer for sale of 26,666,666 equity shares aggregating to Rs 320 Cr through offer for sale in Nov'25. Excelsoft Technologies is a global vertical SaaS company, focused on the learning and assessment market. It provide technology-based solutions across diverse learning and assessment segments through long-term contracts with enterprise clients worldwide. The business platforms are cloud-based with open and industry standards-compliant APIs, ensuring scalability across organizations and users. Security and performance are core to the product offerings. The Company focus is on assessment market through the AI based Assessment & Proctoring Solutions. This includes expertise in big data & analytics, Artificial Intelligence, Machine Learning, expertise in architecture, design and development automation and etc., which enables to provide value added products and solutions. These solutions are designed for various natural language processing (NLP) tasks, including language generation, translation, and other content-related tasks. They are typically termed as Large Language Models (LLM) that helps the products in the digital assessments and proctoring space. Apart from this, Company is engaged in AI implementation in or products and services. It includes building LLMs (proprietary and hybrid), small LLMs that are device specific, and AI agents that provide intelligent User experience in both the Learning and Assessment products. AI and ML are integrated to enhance monitoring solutions and reduce the need for human intervention.

Excelsoft Technologies Ltd IPO will close on 21 Nov 2025.

<ul><li>Expertise in product engineering, development and implementation across assessments, digital learning & information management systems with robust product capabilities.</li><li>Long term relationships with global customers.</li><li>Expertise in delivering fully compliant digital learning and assessment solutions to clients globally.</li><li>Flexibility to work with diversified technologies to provide the right-fit solution, driven by agile methodologies.</li><li>Robust Operating Parameters.</li><li>Experienced Management Team and Promoters with expertise in developing products, backed by a professional management team and experienced board driving high corporate governance standards.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Pedanta Technologies Pvt Ltd</td> <td>43152376</td> <td>43.12</td> <td>16485709</td> <td>14.32</td> </tr> <tr> <td>2</td> <td>Dhananjaya Sudhanva</td> <td>38843702</td> <td>38.81</td> <td>38843702</td> <td>33.75</td> </tr> <tr> <td>3</td> <td>Lajwanti Sudhanva</td> <td>11756225</td> <td>11.75</td> <td>11756225</td> <td>10.22</td> </tr> <tr> <td>4</td> <td>Shruthi Sudhanva</td> <td>457500</td> <td>0.46</td> <td>457500</td> <td>0.4</td> </tr> <tr> <td>5</td> <td>Adarsh M S</td> <td>457500</td> <td>0.46</td> <td>457500</td> <td>0.4</td> </tr> </tbody> </table>

<ul><li>Its business subjects the company to risks in multiple countries where subsidiary companies and its customers are situated. The company derives a significant portion of its revenues from clients located in the United States of America, Singapore and the United Kingdom. Should the company expand its business operations in these jurisdictions and to other geographies, any adverse developments in these markets could adversely affect its business.</li><li>A significant portion of its revenue over the last three Fiscals and the six months period ended September 30, 2024, is derived from Pearson Education Group. Any decrease in revenues from Pearson Education Group or any loss of business from Pearson Education Group may adversely affect its business, financial condition, cash flows and results of operations.</li><li>Its ability to retain the customers is heavily dependent upon various factors including its reputation and the company ability to maintain a high level of service quality including its satisfactory performance for the customers. Any failures by it to retain or attract customers may impact its business and revenues.</li><li>The company depends on certain key customers for a significant portion of its revenues (the company top 5, top 10 and top 20 customers contributed to 59.53%, 72.16% and 87.33%, respectively, of its revenue from operations in Fiscal 2024). Any decrease in revenues from any of its key customers or any loss of these customers may adversely affect the company business, financial condition, cash flows and results of operations.</li><li>The Company had negative cash flow during certain fiscal years. Sustained negative cash flow could adversely impact its business, financial condition and results of operations.</li><li>The commercial success of its services depends to a significant extent on the success of the end use customers. If there is any downturn in the industries in which the company customers operate, it could have a material adverse effect on its business, financial condition and results of operations.</li><li>The company past growth rates may not be indicative of the company future growth, and if the company is unable to adapt to evolving market trends, manage its growth or execute the company strategies effectively, its business, financial condition and results of operations may be adversely affected.</li><li>Its services may contain coding or configuration errors or other defects that could harm its reputation, be expensive to correct, delay revenues, and expose it to litigation.</li><li>The company is dependent on the strength and recognition of its brand and reputation, which may be damaged by the activities of third-parties and entities, which could harm its brand and reputation, and further harm the results of the company operations and profitability.</li><li>There have been certain instances of non- compliances and delay in filings with respect to certain regulatory filings under the Companies Act, 2013 by the Company in the past. Further, its may be subject to regulatory actions and penalties for any such past or future non-compliance or delays and its business, financial condition and reputation may be adversely affected.</li><li>If the company is unable to keep pace with technological changes, develop or innovate its service offerings to address emerging business demands, technological trends and evolving industry standards, its business and financial condition may be adversely affected.</li><li>The company use certain software, hardware and Software-As-A-Service (SaaS), technologies from third parties. Any Interruptions, delays or unavailability of its third-party providers may affect the company operations and its business, results of operations, and financial condition may be harmed.</li><li>There have been certain delays in its filings with the Authorised Dealer/RBI under regulations issued under the Foreign Exchange Management Act, 1999 ("FEMA"). While the company has made the required filings as on date of this Draft Red Herring Prospectus, its may further be subject to regulatory actions and penalty fees for such non-late filings, which may adversely impact its financial condition.</li><li>A portion of the Net Proceeds may be utilised for purchasing land as a part of the Objects of the Offer for which the company has not entered into definitive agreements.</li><li>Its may be liable to the company clients for damages caused by system failures, disclosure of confidential information or data security breaches, which could harm its reputation and cause it to lose clients.</li><li>If the company is unable to collect its receivables from, or bill the company unbilled services to, its clients, the company results of operations and cash flows could be materially adversely affected.</li><li>The intellectual property developed by it has not been registered under the patent or copyright laws of India.</li><li>Its proposed plans with respect to funding the capital expenditure requirement for construction of new building as a part of expansion of existing facility at Mysore, India are subject to the risk of unanticipated delays in obtaining approvals and implementation which may adversely affect its business and results of operations.</li><li>The Company's success depends largely upon its Promoters and senior management and the company ability to attract and retain skilled personnel. its inability to retain core members of the company management, as well as sales force and certain other personnel, or its inability to recruit and train suitable personnel, may adversely affect the company business, results of operations and prospects.</li><li>The Company, Subsidiaries, Promoters and Directors are or may be involved in certain legal and regulatory proceedings. Any adverse decision in such proceedings may have a material adverse effect on its business, financial condition, cash flows and results of operations.</li><li>Its revenues are highly dependent on a limited number of industry verticals, and any decrease in demand for outsourced services in these industry verticals could reduce its revenues and adversely affect the company business, financial condition and results of operations.</li><li>Its marketing and advertising campaigns, may not be successful in increasing the popularity of its products and offerings. which may adversely affect the company business and results of operations.</li><li>There have been certain instances of delay in payment of EPF, ESIC & PT contributions/ amounts by the Company. Its may be subject to regulatory actions and penalties for such delays which may have an adverse effect on its business & financial condition.</li><li>Some of its Promoters have interest in entities, which are engaged in lines of business similar to that of the Company which have objects similar to that of the Company. Any conflict of interest which may occur between its business and the activities undertaken by such entities could adversely affect its business and prospects.</li><li>Its agreements have been executed on unstamped white papers because of which the validity and enforceability may be disputed and its operations may be adversely affected by any such failures to enforce such agreements.</li><li>Its business is subject to evolving laws regarding privacy, data protection and other related matters. Many of these laws are subject to change and could result in claims, changes to its business practices, monetary penalties, increased cost of operations, or declines in customer growth or engagement, which may harm its business.</li><li>Its success is also dependent on the company ability to attract, hire, train and retain experienced and skilled IT professionals. Its inability to hire and retain the company key employee force may have an adverse effect on its business.</li><li>Its profitability will suffer if the company is not able to maintain its resource utilisation levels and productivity levels.</li><li>Its business, results of operations and financial condition could be negatively affected if its incur legal liability, including with respect to the company indemnification obligations, in connection with providing its solutions and services.</li><li>Larger projects involve multiple stakeholders and components which subjects it to additional execution risks. The company failures to complete projects within budget and on time will negatively affect its profitability.</li><li>The company does not have long-term commitments with its customers, and its customers may terminate contracts before completion, negotiate adverse terms of the contract or choose not to renew contracts, which could materially adversely affect its business, financial condition and results of operations.</li><li>Its pricing structures does not accurately anticipate the cost and complexity of performing its work and if the company is unable to manage costs successfully, then certain of its contracts could be or become unprofitable.</li><li>Cyber risk and the failures to maintain the integrity of its operational or security systems or infrastructure, or to conduct the company business, could have a material adverse effect on its business, results of operations, financial condition and cash flows.</li><li>Its may fail to identify or successfully acquire target businesses, and the company acquisitions could prove difficult to integrate, disrupt its business, dilute shareholder value and strain the company resources.</li><li>Evolving customer preferences and the nature of its business strategy and product services, including the company Software as a Service (SaaS) offerings, could reduce its revenues and adversely affect the company business, financial condition and results of operations.</li><li>The company has in the past experienced, and may in the future experience, a long selling and implementation cycle with respect to certain projects that require it to make significant resource commitments prior to realising revenue for its services.</li><li>The company relies on third-party data centres and cloud computing providers, and any interruption or delay in service from these facilities could impair the delivery of its products and adversely impact the company business and results of operations.</li><li>Its investments in technology may not yield the intended results especially on the company technical development.</li><li>Its Registered Office and other properties are located on land parcels that are not owned by it and are held by the company on a leasehold basis. In the event its lose or are unable to renew such leasehold rights, the company business, results of operations, financial condition and cash flows may be adversely affected.</li><li>Any disruption in its information technology systems may adversely affect the company business, results of operations and prospects.</li><li>Its global operations expose it to numerous and sometimes conflicting legal and regulatory requirements, and violation of these regulations could harm its business.</li><li>Failures to offer client support in a timely and effective manner may adversely affect the company relationships with its clients.</li><li>Its insurance coverage may not adequately protect the company against certain operating hazards and this may have an adverse impact on its business.</li><li>The company has incurred indebtedness which exposes it to various risks which may have an effect on the company business and results of operations.</li><li>The company has incurred indebtedness which exposes it to various risks which may have an effect on the company business and results of operations.</li><li>The company is subject to transfer pricing regulations in respect of transactions with its foreign Subsidiaries. If the income tax authorities review any of the company tax returns and determine that the transfer price applied was not appropriate, its may incur increased tax liabilities, including accrued interest and penalties.</li><li>Employee fraud or misconduct could harm it by impairing the company ability to attract and retain clients and subject it to significant legal liability and reputational harm.</li><li>The company requires certain approvals or licenses in the ordinary course of business and the failure to renew, obtain or retain them in a timely manner, or at all, may adversely affect its operations.</li><li>The company does not execute long-term agreements with most of its customers and its inability to procure new orders on a regular basis or at all may adversely affect the company business, financial condition, cash flows and results of operations.</li><li>Its Promoters including the company Corporate Promoter have interests in the Company, in addition to their normal remuneration or benefits and reimbursement of expenses incurred.</li><li>Its may fail to protect the company intellectual property rights and may be exposed to misappropriation and infringement claims by third parties, either of which may have a material adverse effect on its business and reputation.</li><li>The Company and Subsidiaries have incurred losses in past.</li><li>The Company has undertaken an issuance of bonus Equity Shares in the past. However, its cannot assure you that the Company will be able to undertake an issuance of bonus Equity Shares in the future.</li><li>The markets in which the company participate are intensely competitive, and if its does not compete effectively, the company operating results could be adversely affected.</li><li>Certain sections of this Draft Red Herring Prospectus disclose information from an industry report commissioned by it from Arizton Advisory and Intelligence, which is an independent third-party entity and is not related to the Company, its Promoters or Directors in manner whatsoever. Any reliance on such information for making an investment decision in the Offer is subject to inherent risks.</li><li>If the company fails to maintain an effective system of internal controls, its may not be able to successfully manage, or accurately report, its financial risks, which may adversely affect the results of the company operations.</li><li>Its Promoters will continue to retain significant shareholding in the Company after the Offer, which will allow it to exercise control over it.</li><li>The Objects of the Offer have not been appraised by any bank or financial institution. Its funding requirements and proposed deployment of the Net Proceeds are based on management estimates and may be subject to change based on various factors, some of which may be beyond its control. Any variation in the utilization of the Net Proceeds or in the terms of the conditions as disclosed in this Draft Red Herring Prospectus would be subject to certain compliance requirements, including prior shareholders' approval.</li><li>Its inability to effectively manage the company growth or to successfully implement its business plan and growth strategy could influence its business, results of operations and financial condition.</li><li>The growth of its business is largely dependent on understanding the market and implementing and executing the correct business strategy accordingly. Any failures on its part to implement and execute the required business strategy in the correct manner may have an adverse effect on its business and results of operations.</li><li>The company has in the past entered into related party transactions and may continue to do so in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on the Company's financial condition and results of operations.</li><li>Its cannot assure payment of dividends on the Equity Shares in the future. The company ability to pay dividends in the future will depends on its earnings, profitability, financial condition, cash flows and capital requirements.</li><li>The company has issued equity shares during the last one year at a price that may be below the Offer Price.</li><li>Its may be subject to fraud, theft, employee negligence or similar incidents.</li><li>The Company will not receive any proceeds from the Offer for Sale. However, two of its Promoters, who are Selling Shareholders, will receive proceeds from the Offer for Sale.</li><li>Its may require additional funding to finance the company operations, which may not be available on terms acceptable to it, or at all, and if the company is unable to raise funds, the value of your investment in it may be negatively impacted.</li><li>Its management will have broad discretion over the use of the Net Proceeds.</li><li>Our revenue from Pearson Education Group accounted for 59.24%, 58.79%, 46.51% and 41.89% of our total revenue on a consolidated basis for the three months period ended June 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023. Any termination of the contract entered into with Pearson Education Group may decrease our revenues or any loss of business from Pearson Education Group may adversely affect our business, financial condition, cash flows and results of operations.</li><li>Our Company has provided a corporate guarantee that forms a substantial portion of our contingent liabilities which stands at 79.80% of our Net Worth as on June 30, 2025 to secure the Non-Convertible Debentures ("NCDs") issued by our Corporate Promoter, which if invoked due to a failure of our Corporate Promoter to repay the loan, may adversely affect the Net Worth of our Company</li><li>There have been delays in our filings with the Authorised Dealer/RBI under regulations issued under the Foreign Exchange Management Act, 1999 ("FEMA"). While we have made the required filings as on date of this Red Herring Prospectus, we cannot assure that RBI will not impose any further penalty on our Company as per their discretion for such contravention of the provisions of the Foreign Exchange Management Act, 1999 and delayed filings of the APRs and any such further imposition of penalty or fine may have an impact on our business and financial condition, which may adversely impact our financial condition.</li><li>A portion of the Net Proceeds may be utilised for purchasing land as a part of the Objects of the Offer for which we have not entered into definitive agreements.</li><li>If our Company is unable to keep pace with technological changes, develop or innovate our service offerings to address emerging business demands, technological trends and evolving industry standards, our business and financial condition may be adversely affected.</li><li>Our services may contain coding or configuration errors or other defects that could harm our reputation, be expensive to correct, delay revenues, and expose us to litigation.</li><li>We have incurred indebtedness which exposes us to various risks which may have an effect on our business and results of operations.</li><li>Our insurance coverage for the previous 3 Fiscals is not 100% of the assets of our Company and thereby may not adequately protect us against operating hazards and this may have an adverse impact on our business.</li><li>We face risks associated with currency exchange rate fluctuations.</li><li>Our revenues are highly dependent on a limited number of industry verticals, and any decrease in demand for outsourced services in these industry verticals could reduce our revenues and adversely affect our business, financial condition and results of operations.</li><li>Our ability to retain the customers is heavily dependent upon various factors including our reputation and our ability to maintain a high level of service quality including our satisfactory performance for the customers. During the three months period ended June 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023 we have lost 2, 6,12 and 15 number of customers forming 2%, 8%, 13% and 16% of our total customer base, respectively. Any failure by us to retain or attract customers may impact its business and revenues.</li><li>Our Registered Office and other properties are located on land parcels that are not owned by us and are held by us on a leasehold basis. In the event we lose or are unable to renew such leasehold rights, our business, results of operations, financial condition and cash flows may be adversely affected.</li><li>Our agreements have been executed on unstamped white papers because of which the validity and enforceability may be disputed and our operations may be adversely affected by any such failure to enforce such agreements.</li><li>Our business is subject to evolving laws regarding privacy, data protection, cyber security and other related matters. Many of these laws are subject to change and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in customer growth or engagement, which may harm our business.</li><li>Our business subjects us to risks in multiple countries where subsidiary companies and our customers are situated. We have derived 60.61%, 3.11%, 24.09% of our revenue for the three months period ended June 30, 2025, 60.45%, 3.19%, 21.47% of our revenue for Fiscal 2025, 55.00%, 10.05%, 19.98% of our revenue for Fiscal 2024 and 63.12%, 8.17%, 15.42% of our revenue for Fiscal 2023 from clients located in the United States of America, Singapore and the United Kingdom, respectively. As our Company is highly dependent on generating revenue from clients located in the United States of America, any adverse developments in this market may result in our Company losing customers in the United States of America, which could adversely affect our business and results of operations.</li><li>We depend on our key customers for a significant portion of our revenues (our top 5, top 10 and top 20 customers contributed to 66.12%, 76.58% and 89.44%, respectively, of our revenue from operations in Fiscal 2025). Any decrease in revenues from any of our key customers or any loss of these customers may adversely affect our business, financial condition, cash flows and results of operations.</li><li>Our Company had negative cash flow during few fiscal years. Sustained negative cash flow could adversely impact our business, financial condition and results of operations.</li><li>We have in the past entered into related party transactions and may continue to do so in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our Company's financial condition and results of operations.</li><li>Our past growth rates may not be indicative of our future growth, and if our Company is unable to adapt to evolving market trends, manage our growth or execute our strategies effectively, our business, financial condition and results of operations may be adversely affected.</li><li>There have been instances of delay in payment of EPF, ESIC & PT contributions/ amounts by our Company. We may be subject to regulatory actions and penalties for such delays which may have an adverse effect on our business & financial condition.</li><li>We may be subject to fraud, theft, employee negligence or similar incidents.</li><li>There have been instances of non-compliances and delay in filings with respect to regulatory filings under the Companies Act, 2013 by our Company in the past. Further, we may be subject to regulatory actions and penalties for any such past or future non-compliance or delays under the relevant provisions of the Companies Act, which can be substantially high once adjudicated, having an impact on our business, financial condition and our reputation may be adversely affected. We have also filed compounding applications and have sought adjudication, as applicable, with the Ministry of Corporate Affairs, Regional Director and the RoC, Karnataka at Bangalore with regard to the non-compliances and discrepancies in relation to statutory filings required to be made by us under the Companies Act, and adverse adjudication of the same may require us to pay substantial penalties under the provisions of the Companies Act, which may have a significant impact on our financial condition.</li><li>We derive a significant portion of our revenue from a limited number of customers, with our five largest customers other than Pearson Education Group accounting for 12.45% of our total revenue on a consolidated basis for Fiscal 2025, the loss of which, or any significant decrease in business from, could adversely affect our financial condition and results of operations.</li><li>Our Company generates a considerable part of its revenue from its clients situated in North America. Our revenue generation from such jurisdiction witnessed a downfall from the Fiscal Year 2023 to 2024. Our revenue from North America for the Fiscal Year 2023 was Rs. 1,234.66 million constituting 63.28% of the total revenue of the Company and for the year Fiscal Year 2024 was Rs. 1,090.98 million constituting 55.02% of the total revenue. We cannot assure that there will not be any further such instances wherein we face a similar downfall of revenue generation from a specific jurisdiction, which may have an adverse effect of our growth, revenue and results of operations.</li><li>Our proposed plans with respect to funding the capital expenditure requirement for construction of new building as a part of expansion of existing facility at Mysore, India are subject to the risk of unanticipated delays in obtaining approvals and implementation which may adversely affect our business and results of operations.</li><li>If our Company unable to collect our receivables from, or bill our unbilled services to, our clients, our results of operations and cash flows could be materially adversely affected.</li><li>Our growth strategy includes evaluating opportunities for inorganic growth through strategic alliances, partnerships, investments, acquisitions and rebranding of acquired business. If our Company is unable to successfully identify and integrate acquisitions, our growth strategy, business, results of operations and prospects may be adversely affected.</li><li>Our Company's success depends largely upon our Promoters and senior management and is also dependent on our ability to attract, hire, train and retain experienced and skilled IT professionals. Our inability to retain core members of our management, as well as sales force and other personnel, or our inability to recruit and train suitable personnel including skilled IT professionals, may adversely affect our business, results of operations and prospects.</li><li>We derive a significant portion of our revenue from clients based in the USA. There had been a decrease in the percentage of the overall revenue contribution from the USA in Fiscal 2024 from Fiscal 2023, and there can be no assurance that such revenue contribution from the USA will not further decrease in the coming years, which may have an adverse effect on our business, revenue from operations and financial conditions.</li><li>The utilisation of our Cash Balances as on June 30, 2025, accrued from the lease deposit received from our Corporate Promoter, Pedanta Technologies Private Limited shall in due course of time, be utilized for the purpose of identified proposed strategic acquisition. Any failure on our part to utilize such cash balances for such identified proposed strategic acquisition within a considerable period of time may affect our reputation before the investors.</li><li>Our investments in technology may not yield the intended results especially on our technical development.</li><li>Our Company is dependent on the strength and recognition of our brand and reputation, which may be damaged by the activities of third-parties and entities, which could harm our brand and reputation, and further harm the results of our operations and profitability.</li><li>Our marketing and advertising campaigns, may not be successful in increasing the popularity of our products and offerings which may adversely affect our business and results of operations.</li><li>We do not have long-term commitments with our customers, and our customers may terminate contracts before completion, negotiate adverse terms of the contract or choose not to renew contracts, which could materially adversely affect our business, financial condition and results of operations.</li><li>Our Company, Subsidiaries, Promoters and Directors are or may be involved in legal and regulatory proceedings. Any adverse decision in such proceedings may have a material adverse effect on our business, financial condition, cash flows and results of operations.</li><li>We use software, hardware and Software-As-A-Service (SaaS), technologies from third parties. Any Interruptions, delays or unavailability of our third-party service providers may affect our operations and our business, results of operations, and financial condition may be harmed.</li><li>Evolving customer preferences and the nature of our business strategy and product services, including our Software as a Service (SaaS) offerings, could reduce our revenues and adversely affect our business, financial condition and results of operations.</li><li>We may fail to identify or successfully acquire target businesses, and our acquisitions could prove difficult to integrate, disrupt our business, dilute shareholder value and strain our resources.</li><li>We do not execute long-term agreements with most of our customers and our inability to procure new orders on a regular basis or at all may adversely affect our business, financial condition, cash flows and results of operations.</li><li>We may be liable to our clients for damages caused by system failures, disclosure of confidential information or data security breaches, which could harm our reputation and cause us to lose clients.</li><li>All the intellectual property developed by us have not been registered under the patent or copyright laws of India.</li><li>The commercial success of our services depends to a significant extent on the success of the end use customers. If there is any downturn in the industries in which our customers operate, it could have a material adverse effect on our business, financial condition and results of operations.</li><li>The determination of the Price Band is based on various factors and assumptions and the Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer.</li><li>Our Directors, and majority of our KMP's and SMP's do not have any prior experience of being associated with any listed company in India and this may present potential challenges for our Company.</li><li>We operate in a new and rapidly evolving industry of Vertical Saas solutions for learning and assessment, which makes it difficult to evaluate our future prospects and may increase the risk that we will not continue to be successful. If our Company is not successful in this industry going forward, it could materially adversely affect our business, reputation and cash flows.</li><li>Our Subsidiaries for which our financials have been consolidated, namely Enhanzed Education Private Limited, Freedom To Learn Limited (former subsidiary) and Excelsoft Technologies Limited which are not Material Subsidiaries have not been audited by our Statutory Auditors.</li><li>Some of our Promoters have interest in entities, which are engaged in lines of business similar to that of our Company which have objects similar to that of our Company. Any conflict of interest which may occur between our business and the activities undertaken by such entities could adversely affect our business and prospects.</li><li>Employee fraud or misconduct could harm us by impairing our ability to attract and retain clients and subject us to significant legal liability and reputational harm.</li><li>Our profitability will suffer if our Company is not able to maintain our resource utilisation levels and productivity levels.</li><li>Our Company is a vertical SaaS company and are subject to occupational and operational safety norms and labour laws. Any failure to comply with these regulations could subject us to potential liability which may have an adverse effect on our business and results of operations.</li><li>Our business, results of operations and financial condition could be negatively affected if we incur legal liability, including with respect to our indemnification obligations, in connection with providing our solutions and services.</li><li>Larger projects involve multiple stakeholders and components which subjects us to additional execution risks. Our failure to complete projects within budget and on time will negatively affect our profitability.</li><li>Our pricing structures do not accurately anticipate the cost and complexity of performing our work and if our Company is unable to manage costs successfully, few of our contracts could be or become unprofitable.</li><li>We have in the past experienced, and may in the future experience, a long selling and implementation cycle with respect to our projects that require us to make significant resource commitments prior to realising revenue for our services.</li><li>Our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements, and violation of these regulations could harm our business.</li><li>Failure to offer client support in a timely and effective manner may adversely affect our relationships with our clients.</li><li>Our Company is subject to transfer pricing regulations in respect of transactions with our foreign Subsidiaries. If the income tax authorities review any of our tax returns and determine that the transfer price applied was not appropriate, we may incur increased tax liabilities, including accrued interest and penalties.</li><li>We require specific approvals or licenses in the ordinary course of business and the failure to renew, obtain or retain them in a timely manner, or at all, may adversely affect our operations.</li><li>Our Promoters including our Corporate Promoter have interests in our Company, in addition to their normal remuneration or benefits and reimbursement of expenses incurred.</li><li>We may fail to protect our intellectual property rights and may be exposed to misappropriation and infringement claims by third parties, either of which may have a material adverse effect on our business and reputation.</li><li>Our Company and Subsidiaries have incurred losses in past.</li><li>Our Company has undertaken an issuance of bonus Equity Shares in the past. However, we cannot assure you that our Company will be able to undertake an issuance of bonus Equity Shares in the future.</li><li>The markets in which we participate are intensely competitive, and if we do not compete effectively, our operating results could be adversely affected.</li><li>Specific sections of this Red Herring Prospectus disclose information from an industry report commissioned by us from Arizton Advisory and Intelligence, which is an independent third-party entity and is not related to the Company, its Promoters or Directors in any manner whatsoever. Any reliance on such information for making an investment decision in the Offer is subject to inherent risks.</li><li>If we fail to maintain an effective system of internal controls, we may not be able to successfully manage, or accurately report, our financial risks, which may adversely affect the results of our operations.</li><li>Our Promoters will continue to retain significant shareholding in our Company after the Offer, which will allow it to exercise control over us.</li><li>The Objects of the Offer have not been appraised by any bank or financial institution. Our funding requirements and proposed deployment of the Net Proceeds are based on management estimates and may be subject to change based on various factors, some of which may be beyond our control. Any variation in the utilization of the Net Proceeds or in the terms of the conditions as disclosed in this Red Herring Prospectus would be subject to compliance requirements, including prior shareholders' approval.</li><li>Our inability to effectively manage our growth or to successfully implement our business plan and growth strategy could influence our business, results of operations and financial condition.</li><li>The growth of our business is largely dependent on understanding the market and implementing and executing the correct business strategy accordingly. Any failure on our part to implement and execute the required business strategy in the correct manner may have an adverse effect on our business and results of operations.</li><li>We cannot assure payment of dividends on the Equity Shares in the future. Our ability to pay dividends in the future will depend on our earnings, profitability, financial condition, cash flows and capital requirements.</li><li>We have issued equity shares during the last one year at a price that may be below the Offer Price.</li><li>Our Company will not receive any proceeds from the Offer for Sale. However, one of our Promoter's, who is the Selling Shareholder, will receive proceeds from the Offer for Sale.</li><li>We may require additional funding to finance our operations, which may not be available on terms acceptable to us, or at all, and if our Company is unable to raise funds, the value of your investment in us may be negatively impacted.</li><li>Our management will have broad discretion over the use of the Net Proceeds.</li><li>The fluctuations in global tariff rates and adverse application of tax laws may adversely affect our business, prospects and results of operations.</li></ul>

The Issue type of Excelsoft Technologies Ltd is Book Building.

The minimum application for shares of Excelsoft Technologies Ltd is 125.

The total shares issue of Excelsoft Technologies Ltd is 41666667.

Initial public offering of 41,666,666 equity shares of face value Rs. 10/- each ("equity shares") of the company for cash at a price of Rs. 120/- per equity share (including a share premium of Rs. 110/- per equity share) ("offer price") aggregating to Rs. 500.00 crores (the "offer") comprising a fresh offer of 15,000,000 equity shares of face value Rs. 10/- each aggregating to Rs. 180.00 crores by the company (the "fresh offer") and an offer for sale of 26,666,666 equity shares of face value Rs. 10/- each aggregating to Rs. 320.00 crores by Pedanta Technologies Private Limited (and such offer for sale of equity shares by the selling shareholder the "offer for sale"). (the offer for sale and together with the fresh offer, the "offer"). The offer would constitute 36.21% of the post-offer paid-up equity share capital of the company. Price Band: Rs. 120/- for equity share of face value of Rs. 10 each. The floor price is 12.00 times times the face value times of the face value of the equity shares. Bids can made for a minimum of 125 equity shares and in multiples of 125 equity shares thereafter.