TechD Cybersecurity Ltd IPOTECHD

The IPO opens on 15 Sept 2025 & closes on 17 Sept 2025.

Techdefence Labs Solutions Limited (formerly known as Techdefence Labs Solutions Private Limited) was incorporated on January 19, 2017 as a private limited company. The status has been converted from Private Company to Public Company with the name as 'Techdefence Labs Solutions Limited' on November 26, 2024 and a fresh certificate of incorporation dated November 26, 2024 is issued to Company by the Registrar of Companies, Central Processing Centre. The Company is engaged in Information Security solutions, audit and compliances services (Cyber security). It is also engaged in the business of developing, managing, & securing computer software and websites. It provides cyber security services, including vulnerability assessment, penetration testing, cybercrime consulting, and IT security. Additionally, it offers training, research, and awareness programs in cyber law, security, and related technological fields. Through its services, Company empower organizations to protect their critical data, prevent cyber threats, and ensure smooth business operations. These solutions eliminate data privacy risks, safeguarding businesses from unauthorized access and security breaches. Their clientele, including Adani Group, Zensar Technologies Limited, Astral Limited, Kedia Capital, 1 Cyber Valley, ETO GRUPPE Technologies GmbH, and IQM Corporation, that strengthen their cyber resilience. The Company secured Adani Ports as the first major customer in 2017. In 2018, it expanded rapidly, reaching nearly 50 customers by year end and further expanded services by partnering with OEMs to provide cybersecurity solutions in 2019. It started UG-PG Courses with Universities in 2020. It established OEM Partnership with Securonix Inc and further started 24x7x365 Security Operation Centre (SOC) in 2021. It achieved CERT-In empanelment, thereby enhancing credibility in cybersecurity in 2022 and established OEM Partnership with Seceon Inc. The Company has achieved ISO 9001 certification by surpassing more than 370 clients in 2024. The driving force behind the Company is its founders and Promoters, Mr. Sunny Vaghela and Mr. Piyush Rasiklal Vaghela. Mr. Sunny Vaghela, a recognized expert in the field of cybersecurity. In addition to technical expertise, the strength generate cybersecurity talent by acting as a knowledge partner with universities. Company is planning an IPO of 21,00,000 equity shares of Rs 10 each through fresh issue.

TechD Cybersecurity Ltd IPO will close on 17 Sept 2025.

<ul><li>Founder led company supported by a highly experienced and professional leadership team:</li><li>Comprehensive and Integrated Cyber security Service Offering.</li><li>Proactive approach to provide Cyber security solutions using modern technology and adaptive to changing requirement of the client.</li><li>Consistent Growth, Profitability and Cash Flow Generation.</li><li>Continuous Supply of Skilled Cybersecurity Talent.</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>Sunny Piyushkumar Vaghela</td> <td>4704650</td> <td>86.17</td> <td>4704650</td> <td>62.9</td> </tr> <tr> <td>2</td> <td>Vaghela Piyush Rasiklal</td> <td>23750</td> <td>0.44</td> <td>23750</td> <td>0.32</td> </tr> </tbody> </table>

<ul><li>If the company is cannot maintain and expand its existing client base, the company business, financial condition, cash flows and results of operations may be adversely affected.</li><li>The company Industry is highly employee intensive industry. Thus, Employees Benefit expenses constitutes a major portion of its expenses. Such significant increase in this cost could lead to lower profitability.</li><li>The Company's success depends largely upon its skilled professionals and its ability to attract and retain these personnel. The industry where the Company operates requires highly skilled and technical employee.</li><li>The company is generate a significant percentage of its revenue from operations from customers in Gujarat and Maharashtra in India. If the company operations in these states are negatively affected, Its financial results and future prospects would be adversely impacted.</li><li>The company is dependent on a few vendors/ suppliers who are its OEM partners and the company typically do not enter into long-term contracts or arrangements with them. Any loss of such suppliers or any increase in the price will have an adverse impact on its business and the company revenue.</li><li>The company 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>the company is relies on OEM Partners for the company is MSSP Service and any disruption in these relationships could adversely affect its operations, revenue, and overall business performance.</li><li>In the past one of the company is Promoter Mr. Sunny Vaghela was subject to disqualification and default.</li><li>Our Company and our Directors are party to certain legal proceeding. Any adverse decision in such proceedings may have a material adverse effect on our business, results of operations and financial condition.</li><li>We are dependent on few Industries for majority of our revenue from operations with ITES, Education, BFSI, and Manufacturing, contributing to more than 50%. Downtrend or change in regulatory framework in these Industries may result in an adverse effect on our business, revenue from operations and financial conditions.</li><li>We may be liable as per Service Level Agreement (SLA) with some of our clients for defaults caused while providing services to our clients which may attract penalties, harm our reputation and cause us to lose clients.</li><li>Our competitive position and prospects depend on our ability to respond promptly to rapidly evolving technological and market developments and successfully manage our offerings to match changing client needs in the cyber-security and digital transformation market.</li><li>Significant security breaches in our software, data and network infrastructure and fraud could adversely impact our business.</li><li>We face significant amount competition from established as well as new businesses offering cyber security solutions and other similar services offered by us which may have a negative effect on our ability to engage new clients, retain existing clients and grow our business.</li><li>We have had negative cash flows from Operating activities in the past in some of the recent years.</li><li>Our Company has not entered into any formal binding contracts with our clients and we may not have any firm arrangements which govern the provision of services of our Company. In the event our clients choose not to source their requirements by engaging us, our business, profitability and results of operations may be adversely affected.</li><li>Our Registered Office and our SOC Office from where we operate is not owned by us.</li><li>Failure to offer customer support in a timely and effective manner may adversely affect our relationship with our customers.</li><li>In the past one of our Promoter Mr. Sunny Vaghela was subject to disqualification and default.</li><li>One of our Promoter Mr. Sunny Vaghela has provided personal guarantee to certain loan facilities availed by us, which if revoked may require alternative guarantees, repayment of amounts due or termination of the facilities.</li><li>We have in the past entered into related party transactions and may continue to do so in the future.</li><li>Delays in filing and compliance issues noticed in corporate records relating to forms filed with taxation and other public authorities.</li><li>We have not received NOC from our lenders for undertaking the initial public offer of equity shares.</li><li>Our Directors do not have any prior experience of being a director in any other listed company in India.</li><li>We require certain approvals and licenses in the ordinary course of business and are required to comply with certain rules and regulations to operate our business, any failure to obtain, retain and renew such approvals and licences or comply with such rules and regulations may adversely affect our operations.</li><li>Our contingent liabilities as stated in our Restated Financial Statements could affect our financial condition.</li><li>Our Company has delayed in compliances with some statutory provisions of the Companies Act and delayed compliance may attract penalties against our company which could impact the financial position of us to that extent.</li><li>We may be unable to sufficiently obtain, maintain, protect, or enforce our intellectual property and other proprietary rights</li><li>Our insurance coverage may not be adequate to protect us against all potential losses to which we may be subject and this may have an adverse effect on our business and financial condition.</li><li>Our marketing and advertising campaigns may not be successful in increasing the popularity of our services and offerings. If our marketing initiatives are not effective, this may adversely affect our business and results of operations.</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>Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working capital requirements and restrictive covenants in our financing arrangements.</li><li>In addition to normal remuneration or benefits and reimbursement of expenses, some of our Promoters and/ or Directors are interested in our Company to the extent of their shareholding and dividend entitlement thereon in our Company.</li><li>Our Promoters and Promoter Group will continue to exercise significant influence over us and may cause us to take actions that are not in the best interest of our other shareholders.</li><li>We propose to utilize a portion of our Net Proceeds towards setting up of Global Security Operation Centre (GSOC) at Ahmedabad. Any delay or failure in successfully setting up of Global Security Operation Centre (GSOC) may affect our business growth, thereby affecting our future business plans, and business operations.</li><li>The Objects of the Issue for which funds are being raised, are based on our management estimates and any bank or financial institution or any independent agency has not appraised the same. The deployment of funds in the project is entirely at our discretion, based on the parameters as mentioned in the chapter titles "Objects of the Issue".</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>The deployment of funds raised through this Offer shall not be subject to any Monitoring Agency and shall be purely dependent on the discretion of the management of our Company.</li><li>We have not independently verified certain data in this Draft Red Herring Prospectus.</li><li>The average cost of acquisition of Equity Shares by our Promoters could be lower than the issue price.</li><li>We have issued Equity Shares in the last twelve months at price lower than the Issue Price.</li><li>Our Equity Shares have never been publicly traded and may experience price and volume fluctuations following the completion of the Issue, an active trading market for the Equity Shares may not develop, the price of our Equity Shares may be volatile and you may be unable to resell your Equity Shares at or above the Issue Price or at all.</li><li>We cannot assure you that our Equity Shares will be listed on the NSE EMERGE in a timely manner or at all, which may restrict your ability to dispose of the equity shares.</li><li>Any future issuance of Equity Shares or convertible securities, including options under any stock option plan or other equity linked securities may dilute your shareholding, and significant sales of Equity Shares by our major shareholders, may adversely affect the trading price of our Equity Shares.</li><li>There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a shareholder's ability to sell, or the price at which it can sell, Equity Shares at a particular point in time.</li><li>After this Issue, the price of the Equity Shares may be highly volatile, or an active trading market for the Equity Shares may not develop.</li><li>QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid and Individual Investors who applies for minimum application size are not permitted to withdraw their Bids after Bid/Offer Closing Date.</li><li>Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.</li><li>We have not identified any alternate source of funding and hence any failure or delay on our part to mobilize the required resources or any shortfall in the Issue proceeds may delay the implementation schedule.</li><li>You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.</li><li>The company is success depends largely upon the knowledge and experience of its Promoters. Any loss of the company is Promoters and key managerial personnel or Its ability to attract and retain them could adversely affect the company business, operations and financial condition.</li><li>The Company and its Directors are party to certain legal proceeding. Any adverse decision in such proceedings may have a material adverse effect on its business, results of operations and financial condition.</li><li>The company is dependent on few Industries for majority of its revenue from operations with ITES, Education, BFSI, and Manufacturing, contributing to more than 50%. Downtrend or change in regulatory framework in these Industries may result in an adverse effect on its business, revenue from operations and financial conditions.</li><li>The company is may be liable as per Service Level Agreement (SLA) with some of its clients for defaults caused while providing services to the company clients which may attract penalties, harm its reputation and cause it to lose clients.</li><li>The company is competitive position and prospects depend on its ability to respond promptly to rapidly evolving technological and market developments and successfully manage the company offerings to match changing client needs in the cyber-security and digital transformation market.</li><li>The company is propose to utilize a portion of its Net Proceeds towards Investment in Human resources and Settingup of Global Security Operation Centre (GSOC) at Ahmedabad. Any delay or failure in Investment inHuman resources and successfully setting up of Global Security Operation Centre (GSOC) may affectits business growth, thereby affecting the company is future business plans, and business operations.</li><li>The Company has delayed in compliances with some statutory provisions of the Companies Act anddelayed compliance may attract penalties against its company which could impact the financial position of it to that extent.</li><li>The Company's performance in the past may not be an indicative factor for Company's future growth or performance</li><li>Significant security breaches in the company software, data and network infrastructure and fraud could adversely impact its business</li><li>The company is unable to obtain a Bank Statement from Deutsche Bank.</li><li>Certain entities forming part of the company is Promoter Group are engaged in similar or related business activities, and there is no non-compete arrangement in place, which may lead to potential conflicts of interest.</li><li>The company is face significant amount competition from established as well as new businesses offering cyber security solutions and other similar services offered by it which may have a negative effect on its ability to engage new clients, retain existing clients and grow the company business.</li><li>Certain companies in which its Directors was previously associated have been struck off by the Registrar of Companies, which may impact the perception of the company is corporate governance.</li><li>The company has in the past entered into related party transactions and may continue to do so in the future.</li><li>Delays in filing and compliance issues noticed in corporate records relating to forms filed with taxation and other public authorities.</li><li>The company has negative cash flows from Operating activities in the past in some of the recent years.</li><li>The company Directors do not have any prior experience of being a director in any other listed company in India.</li><li>The company is require certain approvals and licenses in the ordinary course of business and are required to comply with certain rules and regulations to operate its business, any failure to obtain, retain and renew such approvals and licences or comply with such rules and regulations may adversely affect the company operations.</li><li>The Company has not entered into any formal binding contracts with the company clients and its may not haveany firm arrangements which govern the provision of services of the Company. In the event the company clientschoose not to source their requirements by engaging it, the company is business, profitability and results of operations may be adversely affected.</li><li>The company Registered Office and its SOC Office from where its operate is not owned by it.</li><li>Failure to offer customer support in a timely and effective manner may adversely affect the company relationship with its customers.</li><li>The company is marketing and advertising campaigns may not be successful in increasing the popularity of itsservices and offerings. If the company marketing initiatives are not effective, this may adversely affect its business and results of operations.</li><li>If the company is fail to maintain an effective system of internal controls, its may not be able to successfully manage, or accurately report, the company is financial risks.</li><li>One of the company is Promoter Mr. Sunny Vaghela has provided personal guarantee to certain loan facilities availed by it, which if revoked may require alternative guarantees, repayment of amounts due or termination of the facilities.</li><li>The company is may be unable to sufficiently obtain, maintain, protect, or enforce its intellectual property and other proprietary rights.</li><li>The company insurance coverage may not be adequate to protect it against all potential losses to which the company is may be subject and this may have an adverse effect on its business and financial condition.</li><li>The company is ability to pay dividends in the future will depend upon its future earnings, financial condition, cash flows, working capital requirements and restrictive covenants in the company financing arrangements.</li><li>In addition to normal remuneration or benefits and reimbursement of expenses, some of its Promoters and/ or Directors are interested in the Company to the extent of their shareholding and dividend entitlement thereon in the Company.</li><li>The company is could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could adversely affect its financial condition, results of operations and reputation.</li><li>The company Promoters and Promoter Group will continue to exercise significant influence over it and may cause it to take actions that are not in the best interest of the company is other shareholders.</li><li>The Objects of the Issue for which funds are being raised, are based on the company is management estimates and any bank or financial institution or any independent agency has not appraised the same. The deployment of funds in the project is entirely at its discretion, based on the parameters as mentioned in the chapter titles "Objects of the Issue".</li><li>The company has not independently verified certain data in this Red Herring Prospectus.</li><li>The average cost of acquisition of Equity Shares by its Promoters could be lower than the issue price.</li><li>The company has issued Equity Shares in the last twelve months at price lower than the Issue Price.</li><li>The company Equity Shares have never been publicly traded and may experience price and volume fluctuations following the completion of the Issue, an active trading market for the Equity Shares may not develop, the price of its Equity Shares may be volatile and you may be unable to resell your Equity Shares at or above the Issue Price or at all.</li><li>Its cannot assure you that the company Equity Shares will be listed on the NSE EMERGE in a timely manner or at all, which may restrict your ability to dispose of the equity shares.</li><li>Any future issuance of Equity Shares or convertible securities, including options under any stock option plan or other equity linked securities may dilute your shareholding, and significant sales of Equity Shares by its major shareholders, may adversely affect the trading price of the company Equity Shares.</li><li>There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a shareholder's ability to sell, or the price at which it can sell, Equity Shares at a particular point in time.</li><li>After this Issue, the price of the Equity Shares may be highly volatile, or an active trading market for the Equity Shares may not develop.</li><li>QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid and Individual Investors who applies for minimum application size are not permitted to withdraw their Bids after Bid/Offer Closing Date.</li><li>Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.</li><li>The company has not identified any alternate source of funding and hence any failure or delay on its part to mobilize the required resources or any shortfall in the Issue proceeds may delay the implementation schedule.</li><li>You may be subject to Indian taxes arising its of capital gains on the sale of the Equity Shares.</li></ul>

The Issue type of TechD Cybersecurity Ltd is Book Building - SME.

The minimum application for shares of TechD Cybersecurity Ltd is 1200.

The total shares issue of TechD Cybersecurity Ltd is 2020200.

Initial public offer of upto 20,20,200 equity shares of face value of Rs. 10/- each ("Equity Shares") of Techdefence Labs Solutions Limited (the "Company" or "Issuer") at an issue price of Rs. 193 per equity share (including a share premium of Rs. 183 per equity share) for cash, aggregating up to Rs. 38.99 crores ("Public Issue") out of which 1,01,400 equity shares of face value of Rs. 10/- each, at an issue price of Rs. 193 per equity share for cash, aggregating Rs. 1.96 crores will be reserved for subscription by the market maker to the issue (the "Market Maker Reservation Portion"). The public issue less market maker reservation portion i.e. issue of 19,18,800 equity shares of face value of Rs. 10/- each, at an issue price of Rs. 193 per equity share for cash, aggregating up to Rs. 37.03 crores is hereinafter referred to as the "Net Issue". The public issue and net issue will constitute 27.01 % and 25.65 % respectively of the post-issue paid-up equity share capital of the company.