Optivalue Tek Consulting Ltd IPOOPTIVALUE

The IPO opens on 02 Sept 2025 & closes on 04 Sept 2025.

Promoted by Mr. Ashish Kumar, Optivalue Tek Consulting Limited was originally incorporated as 'Optivalue Tek Consulting Private Limited' vide Certificate of Incorporation dated June 27, 2011 issued by the Registrar of Companies, Delhi and Haryana. Further, Company was converted into a public limited Company and the name of Company was changed to 'Optivalue Tek Consulting Limited' and a fresh certificate of incorporation was issued by the Registrar of Companies, Delhi and Haryana dated September 16, 2024. The Company started the operations more than a decade back by providing Managed Services to leading Telecom companies both in India and internationally. Optivalue Tek Consulting were one of the implementers of Telecom OSS/BSS (Operational Support Systems/ Business Support Systems) Applications, application & process integration for the Various Clients. As a comprehensive technology solutions provider, Company mainly deals in softwares and is heavily focused on driving digital transformation. The Company has developed its core strength further including Enterprise Application Integration (EAI) for connecting different software systems within a company to share date and work together, API Management to ensure smooth communication between different software systems; Core Banking Applications in developing systems that help banks manage accounts and transactions; cloud solutions in providing g internet-based storage and computing services; DevOps/ Site Reliability Engineering (SRE) for improving the development and operation of software to ensure it runs smoothly. The Company focuses on process adaptability and customer satisfaction by rapid delivery of working software product. In addition to this, the business offers a comprehensive range of solutions, including Data Integration, Telecommunications, DevOps, Web/Mobile & App Development, Cloud Solutions, Data Engineering, Data Science, Digital Engineering & Leadership, Data & Generative AI, and IP Accelerators & Investments. The Company provide end-to-end solutions, encompassing software, services, and ongoing support. This approach not only attracts new customers but also fosters repeat business from existing ones. By combining domain expertise with technical excellence, this consistently exceed client expectations, providing solutions that meet their unique needs. The Company has received the Compliance Certificate for CMMI (Capability Maturity Model Integration) Maturity Level 5 in the specialization of IT Consulting & Services and Software Development in 2025. The Company is planning an IPO by issuing upto 61,69,600 equity shares of face value of Rs 10/- each through fresh issue.

Optivalue Tek Consulting Ltd IPO will close on 04 Sept 2025.

<ul><li>Diverse Service portfolio with a focus on quality.</li><li>Experienced Promoters and management team with strong industry expertise and successful track record.</li><li>Well versed and equipped with advance technology.</li><li>Quality Assurance & Control.</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>Ashish Kumar</td> <td>7499956</td> <td>43.5</td> <td>7499956</td> <td>32.03</td> </tr> <tr> <td>2</td> <td>Ragini Jha</td> <td>7500000</td> <td>43.5</td> <td>7500000</td> <td>32.03</td> </tr> </tbody> </table>

<ul><li>We have not entered into any long-term contracts with any of our customers and typically operate on the basis of work orders, which could adversely impact our revenue and profitability.</li><li>We may become liable to our customers and lose customers if we have defects or disruptions in our service or if we provide poor service. We may also be liable in the event of misuse of our services or platforms.</li><li>Our Promoters and directors play key role in our functioning and we heavily rely on his/her knowledge and experience in operating our business and therefore, it is critical for our business that our Promoters remain associated with us.</li><li>There are certain outstanding legal proceedings involving our Company, Promoters and Directors. Any failure to defend these proceedings successfully may have an adverse effect on our business prospects, reputation, financial conditions and result of ongoing operations.</li><li>Our failure to adapt to technological developments or industry trends could affect the performance and features of our products and services and reduce our attractiveness to our customers.</li><li>Our inability to cater to the evolving consumer preferences, in India and abroad, IT industry may affect our business operations, cash flows and results of operations.</li><li>Our Company has not fulfilled its CSR obligation u/s 135 of the Companies Act, 2013 for the F.Y. 2021-22. Such noncompliance/ default may attract penalties on the Company and its Directors.</li><li>Our Company logo "Optivalue Tek Consulting" is not registered with Registrar of Trademark; any infringement of our brand name or failure to get it registered may adversely affect our business. Further, any kind of negative publicity or misuse of our brand name could hamper our brand building efforts and our future growth strategy could be adversely affected.</li><li>Product development is a long, expensive and uncertain process and our current expenditure in product development may not provide a sufficient or timely return.</li><li>We face competition in our business from organized and unorganized players, which may adversely affect our business operation and financial condition.</li><li>Our Registered Office is not owned by us. In the event we lose such rights, our business, financial condition and results of operations and cash flows could be adversely affected.</li><li>We require working capital for our smooth day-to-day operations of business and any discontinuance or our inability to acquire adequate working capital timely and on favourable terms may have an adverse effect on our operations, profitability and growth prospects.</li><li>Data networks are vulnerable to attacks, un-authorized access and disruptions. Losses or liabilities that are incurred as a result of any of the foregoing could materially adversely affect our business, financial condition and results of operations.</li><li>Our Company has in the past not complied with the certain provisions of the Companies Act, 2013.</li><li>The requirement of funds in relation to the objects of the Offer has not been appraised by any banks/ institutions.</li><li>Our Company, in the past has delayed in payment of statutory dues. Any Penalty or demand raised by statutory authorities in future will affect our financial position of the Company.</li><li>Exchange rate fluctuations may adversely affect our results of operations as significant portion of our revenues and some portion of our expenditure is denominated in foreign currencies.</li><li>Our company had not provided for gratuity in its book of accounts till the financial year ended March 31, 2024. There may be some penal action in this regard.</li><li>We require certain approvals, licenses, registration and permits for our business, and the failure to obtain or renew them in a timely manner may adversely affect our operations.</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>We have experienced negative operating cash flows in the past. Any operating losses or negative cash flows in the future could adversely affect our results of operations and financial conditions.</li><li>Interruptions or performance problems associated with our technology and infrastructure may harm our business and results of operations.</li><li>If we are unable to source business opportunities effectively, we may not achieve our financial objectives.</li><li>We are dependent on a number of key managerial personnel, including our senior management, and the loss of or our inability to attract or retain such persons with specialized technical know-how could adversely affect our business, results of operations, cash flows and financial condition.</li><li>Our Company has entered into related party transactions in the past and may continue to enter into related party transactions in the future, which may potentially involve conflicts of interest with the equity shareholders.</li><li>Our international sales and operations are subject to many uncertainties and we are exposed to foreign currency exchange rate fluctuations.</li><li>Our actual results could differ from the estimates and projections used to prepare our financial statements.</li><li>Our Company has not taken insurance policies to cover certain losses, in case of any loss or disruption which may damage or cause any operating hazards or may adversely effect on our business.</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.</li><li>The proper functioning of our solutions may be impaired by fraudulent or malicious activity, including non-human traffic.</li><li>Our client's proprietary rights may be misappropriated by our employees in violation of applicable confidentiality and nondisclosure agreements and as a result, cause us to breach our contractual obligations in relation to such proprietary rights.</li><li>Increases in wages for IT professionals could reduce our cash flows and profit margins.</li><li>We may not be successful in implementing our business strategies.</li><li>In addition to normal remuneration, other benefits and reimbursement of expenses some of our Promoters and Key Management Personnel are interested in our Company to the extent of their shareholding and dividend entitlement in our Company.</li><li>The deployment of funds raised through this Issue shall not be subject to any Monitoring Agency and shall be purely dependent on the discretion of the management of our Company.</li><li>Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in our financing arrangements.</li><li>Managing employee benefit pressures in India may prevent us from sustaining our competitive advantage which could adversely affect our business prospects and future financial performance.</li><li>In the event there is any delay in the completion of the Issue, there would be a corresponding delay in the completion of the objects / schedule of implementation of this Issue which would in turn affect our revenues and results of operations.</li><li>We have not made any alternate arrangements for meeting our capital requirements for the Objects of the Issue. Further we have not identified any alternate source of financing the Objects of the Issue. Any shortfall in raising / meeting the same could adversely affect our growth plans, business operations and financial condition</li><li>We could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could adversely affect our financial condition, results of operations and reputation.</li><li>We have not independently verified certain data in this Draft Red Herring Prospectus.</li><li>Certain key performance indicators for certain listed industry peers included in this Draft Red Herring Prospectus have been sourced from public sources and there is no assurance that such financial and other industry information is complete</li><li>An investment in the Equity Shares is subject to general risk related to investments in Indian Companies.</li><li>Any variation in the utilization of the Net Proceeds of the Issue as disclosed in this Draft Red Herring Prospectus shall be subject to certain compliance requirements, including prior Shareholders' approval.</li><li>We have issued Equity Shares during the last one year at a price below the Issue Price.</li><li>The price of our Equity Shares may be volatile, or an active trading market for our Equity Shares may not develop.</li><li>There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the NSE EMERGE in a timely manner or at all.</li><li>Any future issuance of Equity Shares may dilute your shareholding and sale of our Equity Shares by our Promoters or other shareholders may adversely affect the trading price of the Equity Shares.</li><li>There are restrictions on daily weekly monthly movement in the price of the equity shares, which may adversely affect the shareholder's ability to sell for the price at which it can sell, equity shares at a particular point in time.</li><li>You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.</li><li>The price of our Equity Shares may be volatile, or an active trading market for our Equity Shares may not develop.</li><li>Significant differences exist between Indian GAAP and other accounting principles, such as US GAAP and IFRS, which may be material to investors assessments of Our Company's financial condition. Our failure to successfully adopt IFRS may have an adverse effect on the price of our Equity Shares. The proposed adoption of IFRS could result in our financial condition and results of operations appearing materially different than under Indian GAAP.</li><li>Dependence on government and government-funded entities may adversely impact our business and financial performance.</li><li>As Interruptions or performance problems associated with our technology and infrastructure may harm our business and results of operations.</li><li>Estimates related to the cost of setting up our Bangalore branch office are based on third-party quotations and are subject to variation at the time of actual implementation".</li><li>We may become liable to our customers and lose customers if we have defects or disruptions in our service or if we provide poor service. We may also be liable in the event of misuse of our services or platforms.</li><li>Service Disruptions, Defects, or Misuse Could Harm Our Business and Result in Liability.</li><li>Our Company has not fulfilled its CSR obligation u/s 135 of the Companies Act, 2013 for the F.Y. 2021-22. Such noncompliance/ default may attract penalties on the Company and its Directors.</li><li>Our Company logo "OPTIVALUE TEK CONSULTING" is not registered with Registrar of Trademark; any infringement of our brand name or failure to get it registered may adversely affect our business. Further, any kind of negative publicity or misuse of our brand name could hamper our brand building efforts and our future growth strategy could be adversely affected.</li><li>Our Promoters and directors play key role in our functioning and we heavily rely on his/her knowledge and experience in operating our business and therefore, it is critical for our business that our Promoters remain associated with us.</li><li>There are certain outstanding legal proceedings involving our Company, Promoters and Directors. Any failure to defend these proceedings successfully may have an adverse effect on our business prospects, reputation, financial conditions and result of ongoing operations.</li><li>Our failure to adapt to technological developments or industry trends could affect the performance and features of our products and services and reduce our attractiveness to our customers.</li><li>Our inability to cater to the evolving consumer preferences, in India and abroad, IT industry may affect our business operations, cash flows and results of operations.</li><li>Our company has experienced delayed filings of certain e-forms under Companies Act, 2013 with Registrar of Companies which could potentially attract penalties, fines and other regulatory actions."</li><li>The Company may not be able to sustain historical growth rates, and past performance may not be indicative of future results.</li><li>Product development is a long, expensive and uncertain process and our current expenditure in product development may not provide a sufficient or timely return.</li><li>The Company's plan to expand operations into new sectors and regions where it does not have significant presence or prior experience, and to offer advanced technology solutions, may pose operational and financial challenges and may not achieve the expected results".</li><li>Dependence on third-party service providers and consultants may adversely affect our operations and financial performance.</li><li>We face competition in our business from organized and unorganized players, which may adversely affect our business operation and financial condition.</li><li>Our Existing Indebtedness Exposes Us to Certain Risks That May Adversely Affect Our Business, Financial Condition, and Results of Operations.</li><li>We have experienced negative operating cash flows in the past. Any operating losses or negative cash flows in the future could adversely affect our results of operations and financial conditions.</li><li>Unfavorable Media Coverage or Negative Publicity of Our Partners May Adversely Affect Our Brand, Business, Financial Condition, Cash Flows, and Results of Operations.</li><li>High Employee Attrition could adversely affect our business operations.</li><li>Our Registered Office is not owned by us. In the event we lose such rights, our business, financial condition and results of operations and cash flows could be adversely affected.</li><li>Our Company has entered into related party transactions in the past and may continue to enter into related party transactions in the future, which may potentially involve conflicts of interest with the equity shareholders.</li><li>Promoter's Substantial Shareholding May Impact the Control and Governance of the Company.</li><li>We require working capital for our smooth day-to-day operations of business and any discontinuance or our inability to acquire adequate working capital timely and on favourable terms may have an adverse effect on our operations, profitability and growth prospects.</li><li>Our Company has not taken insurance policies to cover certain losses, in case of any loss or disruption which may damage or cause any operating hazards or may adversely effect on our business.</li><li>Risk Related to Limited Experience of Directors with Listed Entities.</li><li>Data networks are vulnerable to attacks, un-authorized access and disruptions. Losses or liabilities that are incurred as a result of any of the foregoing could materially adversely affect our business, financial condition and results of operations.</li><li>Our Company has in the past not complied with the certain provisions of the Companies Act, 2013.</li><li>The requirement of funds in relation to the objects of the Offer has not been appraised by any banks/ institutions.</li><li>Our Company, in the past has delayed in payment of statutory dues. Any Penalty or demand raised by statutory authorities in future will affect our financial position of the Company.</li><li>We have not entered into definitive arrangements for the deployment of certain portions of the Net Proceeds of the Offer, and the costs for the identified objects are based on management estimates or vendor quotations, which may be subject to change.</li><li>Exchange rate fluctuations may adversely affect our results of operations as significant portion of our revenues and some portion of our expenditure is denominated in foreign currencies.</li><li>Our company had not provided for gratuity in its book of accounts till the financial year ended March 31, 2024. There may be some penal action in this regard.</li><li>Any future recognition and subsequent write-down of intangible assets may adversely affect our results of operations and financial condition.</li><li>We require certain approvals, licenses, registration and permits for our business, and the failure to obtain or renew them in a timely manner may adversely affect our operations.</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>Interruptions or performance problems associated with our technology and infrastructure may harm our business and results of operations.</li><li>If we are unable to source business opportunities effectively, we may not achieve our financial objectives.</li><li>We are dependent on a number of key managerial personnel, including our senior management, and the loss of or our inability to attract or retain such persons with specialized technical know-how could adversely affect our business, results of operations, cash flows and financial condition.</li><li>Our Company has entered into related party transactions in the past and may continue to enter into related party transactions in the future, which may potentially involve conflicts of interest with the equity shareholders.</li><li>Our international sales and operations are subject to many uncertainties and we are exposed to foreign currency exchange rate fluctuations.</li><li>Our actual results could differ from the estimates and projections used to prepare our financial statements.</li><li>Our Company has not taken insurance policies to cover certain losses, in case of any loss or disruption which may damage or cause any operating hazards or may adversely effect on our business.</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.</li><li>The proper functioning of our solutions may be impaired by fraudulent or malicious activity, including non-human traffic.</li><li>Our client's proprietary rights may be misappropriated by our employees in violation of applicable confidentiality and non-disclosure agreements and as a result, cause us to breach our contractual obligations in relation to such proprietary rights.</li><li>Increases in wages for IT professionals could reduce our cash flows and profit margins.</li><li>We may not be successful in implementing our business strategies.</li><li>In addition to normal remuneration, other benefits and reimbursement of expenses some of our Promoters and Key Management Personnel are interested in our Company to the extent of their shareholding and dividend entitlement in our Company</li><li>Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in our financing arrangements.</li><li>Managing employee benefit pressures in India may prevent us from sustaining our competitive advantage which could adversely affect our business prospects and future financial performance.</li><li>In the event there is any delay in the completion of the Issue, there would be a corresponding delay in the completion of the objects / schedule of implementation of this Issue which would in turn affect our revenues and results of operations.</li><li>We have not made any alternate arrangements for meeting our capital requirements for the Objects of the Issue. Further we have not identified any alternate source of financing the Objects of the Issue. Any shortfall in raising / meeting the same could adversely affect our growth plans, business operations and financial condition.</li><li>We could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could adversely affect our financial condition, results of operations and reputation.</li><li>We have not independently verified certain data in this Red Herring Prospectus.</li><li>Certain key performance indicators for certain listed industry peers included in this Red Herring Prospectus have been sourced from public sources and there is no assurance that such financial and other industry information is complete.</li></ul>

The Issue type of Optivalue Tek Consulting Ltd is Book Building - SME.

The minimum application for shares of Optivalue Tek Consulting Ltd is 3200.

The total shares issue of Optivalue Tek Consulting Ltd is 6169600.

Initial public offering of up to 61,69,600 equity shares of face value of Rs. 10/- each ("Equity Shares") of Optivalue Tek Consulting Limited ("Optivalue" or "the Company" or "the Issuer") for cash at a price of Rs. 84/- per equity share (Including a Premium of Rs. 74 per equity Share) ("Issue Price") aggregating to Rs. 51.82 crores ("the Issue") by the company. The issue comprises a reservation of which upto 3,13,600 equity shares of Rs. 10/- each will be reserved for subscription by market maker reservations portion and a net issue to the public of 58,56,000 equity shares of Rs. 10/- each is hereinafter referred to as the net issue. The issue and the net issue will constitute [*] and [*] respectively of the post issue paid up equity share capital of the company.