Draft Prospectus Dated: August 20, 2021 Please read Section 26 of Companies Act, 2013 100% Fixed Price Issue VIVO COLLABORATION SOLUTIONS LIMITED Our Company was incorporated on January 30, 2012 as a private limited company under the provisions of Companies Act, 1956 with the Registrar of Companies, Delhi in the name and style of Vivo Collaboration Solutions Private Limited. Subsequently, our Company was converted into public limited company pursuant to which the name of our Company was changed to “Vivo Collaboration Solutions Limited” vide shareholder’s approval on February 18, 2021and fresh certificate of incorporation dated March 11, 2021 The Corporate Identification Number of our Company is U72900DL2012PLC230709. For further details please refer to chapter titled ‘Our History and Certain Other Corporate Matters’ beginning on page 94 of this Draft Prospectus. Registered Office: 315, Third Floor, HB Twin Tower, Netaji Subhash Place, Pitampura, North Delhi, Delhi-110034 Tel No: 91-7838651690; E-mail: [email protected]; Website: www.vivo.ooo Contact Person: Mr. Sanjay Mittal, Managing Director Promoter of our Company: UC IT Managed Services Private Limited THE ISSUE PUBLIC ISSUE OF 5,36,000 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FULLY PAID UP OF VIVO COLLABORATION SOLUTIONS LIMITED (“VIVO” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF RS. 82/- PER EQUITY SHARE (THE “ISSUE PRICE”) (INCLUDING A SHARE PREMIUM OF RS. 72/- PER EQUITY SHARE AGGREGATING RS. 439.52 LAKHS (THE “ISSUE”) BY OUR COMPANY, OF WHICH 27,200 EQUITY SHARES OF FACE VALUE OF RS. 10/-EACH FULLY PAID UP WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (“MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 5,08,800 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FULLY PAID UP IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 26.60% AND 25.25% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF THE COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10/- EACH. THE ISSUE PRICE IS RS. 82/- PER EQUITY SHARE. THE ISSUE PRICE IS 8.2 TIMES THE FACE VALUE. In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, all investors other than retail individual investor shall participate in this Issue mandatorily through the Applications Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank accounts which will be blocked by SCSBs. Further, pursuant to SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, Retail Individual Investors applying in public issue shall compulsorily use UPI payment mechanism by providing UPI ID in the Application Form which is linked from Bank Account of the investor. For details in this regard, specific attention is invited to the chapter titled “Issue Procedure” beginning on page 180 of this Draft Prospectus. A copy of Prospectus will be delivered to the Registrar of Companies for filing in accordance with Section 26 of the Companies Act, 2013. THIS ISSUE IS BEING IN TERMS OF CHAPTER IX OF THE SEBI (ICDR) REGULATIONS, 2018 (AS AMENDED FROM TIME TO TIME) (“SEBI (ICDR) REGULATIONS”). For further details please refer to “Section VIII - Issue Information” beginning on page 172 of this Draft Prospectus. RISK IN RELATION TO THE FIRST ISSUE This being the first issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is Rs.10/- and the Issue Price is 8.2 times of the face value. The Issue Price (as determined and justified by the Company and the Lead Manager as stated under chapter titled “Basis for Issue Price” beginning on page 60 of this Draft Prospectus) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares of our Company or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Draft Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” on page 19 of this Draft Prospectus. COMPANY’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to our Company and the Issue, which is material in the context of this Issue; that the information contained in this Draft Prospectus is true and correct in all material aspects and is not misleading in any material respect; that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares offered through this Draft Prospectus are proposed to be listed on the SME Platform of NSE (NSE EMERGE) in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. Our Company has received an approval letter dated [●] from National Stock Exchange of India Limited (“NSE”) for using its name in the Offer Document for listing of our shares on the SME Platform of NSE. For the purpose of this Issue, the Designated Stock Exchange will be the National Stock Exchange of India Limited (“NSE”) LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE SARTHI CAPITAL ADVISORS PRIVATE LIMITED BIGSHARE SERVICES PRIVATE LIMITED 401, 4th Floor, Manek Plaza, 167, Vidyanagari Marg, Bharat Tin Works Building, 1stFloor, Opp. Vasant Oasis, Kalina, Santacruz (E),Mumbai-400098 Makwana Road, Marol, Andheri East, Mumbai – 400059 Tel: +91 2226528671/72 Tel: +91 22 62638200 Fax:+91 22 26528673 Fax: +91 22 62638299 Investor Grievance Email: [email protected] E-mail: [email protected] Website: www.sarthi.in Website: www.bigshareonline.com Contact Person: Mr. Deepak Sharma Contact Person: Mr. Swapnil Kate SEBI Registration No.: INM000012011 SEBI Registration No.:INR000001385 ISSUE PROGRAMME ISSUE OPENS ON :[●] ISSUE CLOSES ON :[●] CONTENTS SECTION I – GENERAL…………………………………………………………...…………………. 3 DEFINITIONS AND ABBREVIATIONS…………………………………………….………………… 3 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA…………………………… 13 FORWARD - LOOKING STATEMENTS……………………………………………………………… 14 SECTION II- SUMMARY OF OFFER DOCUMENT….…………………..………………………… 15 SECTION III - RISK FACTORS………………………………………..…………………………….. 19 SECTION IV - INTRODUCTION……………………………………...……………………………. 32 THE ISSUE………………………………………………………………………..……………………. 32 GENERAL INFORMATION…………………………………………………………..………………. 33 CAPITAL STRUCTURE……………………………………………………………….……………… 41 OBJECTS OF THE ISSUE…………………………………………………………………………….. 55 BASIS FOR ISSUE PRICE……………………………………………………………………………... 60 STATEMENT OF TAX BENEFITS…………………………………………………………………… 62 SECTION V – ABOUT THE COMPANY…………………………………………………………. 64 OUR INDUSTRY……………………………………………………………………………………..... 64 OUR BUSINESS……………………………………………………………………………………….. 73 KEY INDUSTRY REGULATION AND POLICIES………………………………………………….. 90 OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS……………………………….. 94 SHAREHOLDERS AGREEMENT AND OTHER AGREEMENTS………………………………….. 97 OUR MANAGEMENT………………………………………………………………………………… 98 OUR PROMOTERS AND PROMOTER GROUP……………………………………………………... 111 OUR GROUP ENTITIES……………………………………………………………………………..... 116 RELATED PARTY TRANSACTIONS………………………………………………………………... 117 DIVIDEND POLICY…………………………………………………………………………………… 118 SECTION VI – FINANCIAL INFORMATION…………………………………………………….... 119 FINANCIAL STATEMENT, AS RESTATED………………………………………………………… 119 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 140 RESULTS OF OPERATIONS…………………..……………………………….…………………….. CAPITALISATION STATEMENT………………………………………………………………... 151 FINANCIAL INDEBTEDNESS……..………………………………………………………………… 152 SECTION VII – LEGAL AND OTHER INFORMATION………………………………………..... 153 OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS……………………………. 153 GOVERNMENT AND OTHER STATUTORY APPROVALS………………………………………. 157 OTHER REGULATORY AND STATUTORY DISCLOSURES……………………………………… 160 SECTION VIII – ISSUE INFORMATION…………………………………………………………… 172 TERMS OF THE ISSUE………………………………………………………………………………... 172 ISSUE STRUCTURE……………………………………………………………………………...…… 177 ISSUE PROCEDURE…………………………………………………………………………………... 180 RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES…………………………… 200 SECTION IX – MAIN PROVISION OF ARTICLES OF ASSOCIATION……………………… 203 SECTION X – OTHER INFORMATION…………………………………………………………... 221 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION……………………………….. 221 DECLARATION……………………………………………………………………………………….. 223 1 The Equity Shares have not been and will not be registered under the U.S Securities Act of 1933, as amended (U.S. Securities Actǁ) or any state securities