Draft Prospectus Dated: September 28, 2018 Please read Section 26 of the Companies Act, 2013 Fixed Price Issue DAPS ADVERTISING LIMITED Corporate Identification Number: - U51109UP1999PLC024389 Our Company was originally incorporated as Private Limited Company under the provisions of Companies Act, 1956 in the name of “DAPS Advertising Private Limited” vide Certificate of Incorporation dated April 29, 1999, bearing registration No. 20-24389 issued by Registrar of Companies, Uttar Pradesh, Kanpur. Subsequently, our Company was converted into a public limited company and the name of our Company was changed from “DAPS Advertising Private Limited” to “DAPS Advertising Limited” vide special resolution passed by the Shareholders at the Extra Ordinary General Meeting held on March 14, 2018. A fresh Certificate of Incorporation consequent upon conversion into public limited company was granted to our Company on September 20, 2018 by the Registrar of Companies, Kanpur having Corporate Identification Number U51109UP1999PLC024389. Registered Office: 128, Clyde House, Office No. 9-B, The Mall, Kanpur, Uttar Pradesh-208001, India. Tel No: +91-512-2302770 | E-mail: [email protected] | Website: www.dapsadvertising.com CONTACT PERSON: MS. ROSY KANAUJIA (COMPANY SECRETARY & COMPLIANCE OFFICER) PROMOTERS OF OUR COMPANY: MR. AKHILESH CHATURVEDI, MR. DHARMESH CHATURVEDI AND MR. PARESH CHATURVEDI THE ISSUE INITIAL PUBLIC ISSUE OF UP TO 17,04,000 EQUITY SHARES OF FACE VALUE OF ```` 10 EACH (“EQUITY SHARES”) OF DAPS ADVERTISING LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF [●] PER EQUITY SHARE) (“ISSUE PRICE”) AGGREGATING TO [●] LAKHS (“ISSUE” ) OF WHICH [●] EQUITY SHARES OF FACE VALUE OF ```` 10.00 EACH FOR A CASH PRICE OF [●] PER EQUITY SHARE, AGGREGATING TO [●] LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER (“MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. ISSUE OF [●] EQUITY SHARES OF FACE VALUE OF ```` 10.00 EACH AT AN ISSUE PRICE OF [●] PER EQUITY SHARE AGGREGATING TO [●] LAKHS (IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”). THE ISSUE AND THE NET ISSUE WILL CONSTITUTE UP TO 32.90% AND [●], RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR FURTHER DETAILS, PLEASE REFER TO SECTION TITLED "TERMS OF THE ISSUE" BEGINNING ON PAGE OF THIS DRAFT PROSPECTUS. THE FACE VALUE OF THE EQUITY SHARES IS ```` 10.00 EACH AND THE ISSUE PRICE IS [●]. THE ISSUE PRICE IS [●] TIMES OF THE FACE VALUE. THIS ISSUE IS BEING MADE IN TERMS OF CHAPTER XB OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009(THE “SEBI ICDR REGULATIONS”), AS AMENDED. THIS ISSUE IS A FIXED PRICE ISSUE AND ALLOCATION IN THE NET ISSUE TO THE PUBLIC WILL BE MADE IN TERMS OF REGULATION 43(4) OF THE SEBI (ICDR) REGULATIONS, 2009, AS AMENDED. FOR FURTHER DETAILS, PLEASE REFER TO SECTION TITLED "ISSUE RELATED INFORMATION" BEGINNING ON PAGE 224 OF THIS DRAFT PROSPECTUS. In terms of the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015, all potential investors shall participate in the Issue only through an Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. For details in this regard, specific attention is invited to "Issue Procedure" on page 233 of this Draft Prospectus. A copy will be delivered for registration to the Registrar of Companies as required under Section 26 of the Companies Act, 2013. ELIGIBLE INVESTORS For details in relation to Eligible Investors, please refer to section titled "Issue Procedure" beginning on page 233 of this Draft Prospectus. RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of the 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 of the Company is ````10.00 per equity share and the Issue Price is [●] times of the face value. The Issue Price (will be determined and justified by our Company in consultation with the Lead Manager as stated under the paragraph ‘Basis for Issue Price’ on page 75 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 Investments 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’ beginning on page 14 of this Draft Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY Our Company have made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to our Company and this 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 National Stock Exchange of India Limited (“NSE”). Our Company has received an approval letter dated [●] from NSE for using its name in this 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. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE HEM SECURITIES LIMITED BIGSHARE SERVICES PRIVATE LIMITED 904, A Wing, Naman Midtown, Senapati Bapat Marg, 1st Floor, Bharat Tin Works Building Opp. Vasant Oasis, Makwana Road Marol, Elphinstone Road, Lower Parel, Mumbai-400013, Maharashtra, India Andheri (East), Mumbai 400059, India Tel. No.: +91- 022- 4906 0000 Tel No.: +91-022-62638200 Fax No.: +91- 022- 2262 5991 Fax No.: +91-022-62638299 Website: www.hemsecurities.com Email: [email protected] Email: [email protected] Investor Grievance Email: [email protected] Investor Grievance Email: [email protected] Website: www.bighareonline.com Contact Person : Mr. Anil Bhargava Contact Person: Mr. Ashish Bhope SEBI Regn. No. INM000010981 SEBI Regn. No.: INR000001385 ISSUE PROGRAMME ISSUE OPENS ON: [●] ISSUE CLOSE ON: [●] TABLE OF CONTENTS SECTION CONTENTS PAGE NO. I GENERAL DEFINITIONS AND ABBREVIATIONS 1 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY & 11 MARKET DATA & CURRENCY OF PRESENTATION FORWARD LOOKING STATEMENTS 13 II RISK FACTORS 14 III INTRODUCTION SUMMARY OF INDUSTRY 27 SUMMARY OF BUSINESS 32 SUMMARY OF FINANCIAL INFORMATION 36 THE ISSUE 40 GENERAL INFORMATION 41 CAPITAL STRUCTURE 49 OBJECTS OF THE ISSUE 69 BASIC TERMS OF THE ISSUE 74 BASIS FOR ISSUE PRICE 75 STATEMENT OF TAX BENEFITS 77 IV ABOUT THE COMPANY INDUSTRY OVERVIEW 79 OUR BUSINESS 100 KEY INDUSTRY REGULATIONS AND POLICIES 107 HISTORY AND CERTAIN CORPORATE MATTERS 113 OUR MANAGEMENT 117 OUR PROMOTERS & PROMOTER GROUP 131 OUR GROUP COMPANIES 137 DIVIDEND POLICY 142 V FINANCIAL INFORMATION OF THE COMPANY RESTATED FINANCIAL STATEMENTS 143 STATEMENT OF FINANCIAL INDEBTEDNESS 181 MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL 184 CONDITIONS & RESULTS OF OPERATIONS VI LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS 202 GOVERNMENT AND OTHER APPROVALS 207 OTHER REGULATORY AND STATUTORY DISCLOSURES 210 VII ISSUE RELATED INFORMATION TERMS OF THE ISSUE 224 ISSUE STRUCTURE 230 ISSUE PROCEDURE 233 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES 272 VIII MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION 273 IX OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 302 DECLARATION 303 DAPS Advertising Limited SECTION I – GENERAL DEFINITIONS AND ABBREVIATIONS This Draft Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline or policy shall be to such legislation, act, regulation, rule, guideline or policy, as amended, supplemented or re-enacted from time to time. The words and expressions used in this Draft Prospectus but not defined herein, shall have, to the extent applicable, the meaning ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act or the rules and regulations made there under. Notwithstanding the foregoing, terms used in of the sections “Statement of Tax Benefits”, “Financial Information of the Company” and “Main Provisions of Articles of Association” beginning on pages 77, 143 and 273 respectively, shall have the meaning ascribed to such terms in such sections. Unless the context otherwise indicates, all references to “the Company”, “our Company”, “the Issuer”, “we”, “us” and “our” are references to DAPS Advertising Limited, a company incorporated in India under the Companies Act 1956 having its Registered office at 128, Clyde House, Office No. 9-B, The Mall, Kanpur, Uttar Pradesh -208001, India and “you”, “your” or “yours” refer to Prospective investors in this Issue. Company related terms Term Description AOA / Articles / Articles of Articles of Association of DAPS Advertising Limited as amended from time to time. Association Auditors/ Statutory Auditors The Statutory Auditor of our Company being M/s Kedia Gupta & Associates, Chartered Accountants. Audit Committee The Committee of the Board of Directors constituted as the Company’s Audit Committee in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosures Requirement) Regulation, 2015. Bankers to the Company Central Bank of India and Kotak Mahindra Bank Limited Board of Directors / the Board / The Board of Directors of our Company, including all duly constituted Committees our Board thereof. For further details of our Directors, please refer to section titled "Our Management" beginning on page 117 of this Draft Prospectus. CIN Corporate Identification Number Chief Financial Officer/ CFO The Chief Financial Officer of our Company being Mr. Paresh Chaturvedi Companies Act / Act The Companies Act, 2013 and amendments thereto. The Companies Act, 1956, to the extent of such of the provisions that are in force. Company Secretary and The Company Secretary and Compliance Officer of our Company being Ms. Rosy Compliance Officer Kanaujia Depositories Act The Depositories Act, 1996, as amended from time to time. Depositories National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). DIN Directors Identification Number. Director(s) / our Directors The Director(s) of our Companyas appointed from time to time, unless otherwise specified. Equity Shares Equity Shares of the Company of Face Value of Rs.10/- each unless otherwise specified in the context thereof. Equity Shareholders/ Persons/ Entities holding Equity Shares of our Company. Shareholders Executive Directors Executive Directors are the Managing Director & Whole-time Directors of our Company. GIR Number General Index Registry Number. Group Companies The word “Group Companies”, wherever it occur, shall include such companies as 1 DAPS Advertising Limited covered under the applicable accounting standards and also other companies as considered material by the board of the issuer in its materiality policy and as disclosed in the chapter “Our Group Companies” on page 137 of this Draft Prospectus. HUF Hindu Undivided Family. IBC The Insolvency and Bankruptcy Code, 2016. IFRS International Financial Reporting Standards. Independent Director An Independent Director as defined under Section 149 (6) of the Companies Act, 2013 and the Listing Regulations. ISIN International Securities Identification Number. In this case being INE975Z01012 IT Act The Income Tax Act,1961 as amended till date. Indian GAAP Generally Accepted Accounting Principles in India. Key Management Personnel/ Key Management Personnel of our Company in terms of the SEBI Regulations and as KMP defined under Section 2(51) of Companies Act, 2013. For details, see section entitled “Our Management” on page 117 of this Draft Prospectus. Materiality Policy The policy on identification of group companies, material creditors and material litigation, adopted by our Board on September 28, 2018 in accordance with the requirements of the SEBI (ICDR) Regulations MOA / Memorandum / Memorandum of Association of DAPS Advertising Limited as amended from time to time. Memorandum of Association NRIs / Non-Resident Indians A person resident outside India, as defined under FEMA Regulation and who is a citizen of India or a Person of Indian Origin under Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000. Non-Executive Director A Director not being an Executive Director or an Independent Director Nomination and Remuneration The nomination and remuneration committee of our Board constituted in accordance with Committee the Companies Act, 2013 and the Listing Regulations. Peer Review Auditor Auditor having a valid Peer Review certificate in our case being M/s Mansaka Ravi & Associates, Chartered Accountants. Person or Persons Any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, company, limited liability Partnership, partnership, limited liability company, joint venture, or trust or any other entity or organization validly constituted and/or incorporated in the jurisdiction in which it exists and operates, as the context requires. Promoters Shall mean promoters of our Company i.e. Mr. Akhilesh Chaturvedi, Mr. Dharmesh Chaturvedi and Mr. Paresh Chaturvedi. For further details, please refer to section titled "Our Promoters & Promoter Group" beginning on page 131 of this Draft Prospectus. Promoter Group Includes such Persons and companies constituting our promoter group covered under Regulation 2(1)(zb) of the SEBI (ICDR) Regulations as enlisted in the section “Our Promoters and Promoters Group” beginning on page 131 of this Draft Prospectus. RBI Act The Reserve Bank of India Act, 1934 as amended from time to time. Registered Office of our 128, Clyde House, Office No. 9-B, The Mall, Kanpur, Uttar Pradesh -208001, India. Company Restated Financial The financial statements of our Company’s assets and liabilities as at March 31, 2018, Statements 2017, 2016, 2015 & 2014 and the statements of profit and loss and cash flows for the years ended March 31, 2018, 2017, 2016, 2015 & 2014 of our Company prepared in accordance with Indian GAAP and the Companies Act and restated in accordance with the SEBI ICDR Regulations and the Revised Guidance Note on Reports in Company Prospectuses (Revised) issued by the ICAI, together with the schedules, notes and annexure thereto Reserve Bank of India / RBI Reserve Bank of India constituted under the RBI Act. RoC/ Registrar of Companies Registrar of Companies, Kanpur SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992. SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time. SEBI (ICDR) Regulations SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 issued by SEBI 2 DAPS Advertising Limited /ICDR Regulation/ Regulation on August 26, 2009, as amended, including instructions and clarifications issued by SEBI from time to time. SEBI Takeover Regulations or Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) SEBI (SAST) Regulations Regulations, 2011, as amended from time to time. SEBI (Venture Capital) Securities Exchange Board of India (Venture Capital) Regulations, 1996 as amended from Regulations time to time. SEBI Insider Trading The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, Regulations 2015 as amended, including instructions and clarifications issued by SEBI from time to time. SEBI Listing Regulations, The Securities and Exchange Board of India (Listing Obligation and Disclosure 2015/SEBI Listing Requirements) Regulations, 2015 as amended, including instructions and clarifications Regulations/Listing issued by SEBI from time to time. Regulations/SEBI (LODR) Sub- Account Sub- accounts registered with SEBI under the Securities and Exchange Board of India (Foreign Institutional Investor) Regulations, 1995, other than sub-accounts which are foreign corporate or foreign individuals. Subscriber to MOA Initial Subscribers to MOA & AOA being Mr. Akhilesh Chaturvedi, Mr. Dharmesh Chaturvedi and Mr. Paresh Chaturvedi Stakeholders’ Relationship Stakeholders’ relationship committee of our Company constituted in accordance with Committee Regulation 20 of the SEBI (LODR) Regulations and Companies Act, 2013. Stock Exchange Unless the context requires otherwise, refers to, National Stock Exchange of India Limited Issue Related Terms Terms Description Allotment/Allot/Allotted Unless the context otherwise requires, the issue and allotment of Equity Shares, pursuant to the Issue to the successful applicants. Acknowledgement Slip The slip or document issued by the Designated Intermediary to an Applicant as proof of registration of the Application. Allotment Advice Note or advice or intimation of Allotment sent to the Applicants who have been allotted Equity Shares after the Basis of Allotment has been approved by the Designated Stock Exchanges Allottee (s) The successful applicant to whom the Equity Shares are allotted Applicant/ Investor Any prospective investor who makes an application for Equity Shares in terms of this Draft Prospectus. Application Amount The amount at which the Applicant makes an application for the Equity Shares of our Company in terms of Draft Prospectus. Application Form The form, whether physical or electronic, used by an Applicant to make an application, which will be considered as the application for Allotment for purposes of this Draft Prospectus. Application Supported by An application, whether physical or electronic, used by all applicants to make an Block Amount (ASBA) application authorizing a SCSB to block the application amount in the ASBA Account maintained with the SCSB. Pursuant to SEBI Circular dated November 10, 2015 and bearing Reference No. CIR/CFD/POLICYCELL/11/2015 which shall be applicable for all public issues opening on or after January 01, 2016, all the investors shall apply through ASBA process only. ASBA Account Account maintained by the Applicant/Investor with an SCSB which will be blocked by such SCSB to the extent of the Application Amount of the Applicant/Investor. ASBA Application Location Cities as specified in the SEBI Circular No. CIR/CFD/DIL/1/2011 dated April 29, 2011, (s)/ Specified Cities namely, Ahmedabad, Bangalore, Baroda (Vadodara), Chennai, Delhi, Hyderabad, Jaipur, Kolkata, Mumbai, Pune, Rajkot and Surat Bankers to the Issue Banks which are clearing members and registered with SEBI as Bankers to an Issue and with whom the Public Issue Account will be opened, in this case being [●] 3 DAPS Advertising Limited Banker to the Issue Agreement Agreement dated [●] entered into amongst the Company, Lead Manager, the Registrar and the Banker of the Issue. Basis of Allotment The basis on which the Equity Shares will be Allotted, described in “Issue Procedure – Basis of Allotment” on page 264 of the Draft Prospectus. Broker Centres Broker centres notified by the Stock Exchanges, where the Applicants can submit the Application Forms to a Registered Broker. The details of such Broker Centers, along with the name and contact details of the Registered Brokers are available on the website of the Stock Exchange BSE BSE Limited Business Day Monday to Friday (except public holidays) CAN or Confirmation of The Note or advice or intimation sent to each successful Applicant indicating the Equity Allocation Note which will be allotted, after approval of Basis of Allotment by the designated Stock Exchange. Client Id Client Identification Number maintained with one of the Depositories in relation to demat account Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with SEBI Participants or CDPs and who is eligible to procure Applications at the Designated CDP Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI Controlling Branches of the Such branches of the SCSBs which coordinate with the LM, the Registrar to the Issue and SCSBs the Stock Exchange. Demographic Details The demographic details of the Applicants such as their Address, PAN, name of the Bidders’ father/husband, investor status and occupation and Bank Account details. Depository / Depositories A depository registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996 as amended from time to time, being NSDL and CDSL. Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Application Form from the Applicant and a list of which is available on the website of SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yesor at such other website as may be prescribed by SEBI from time to time Designated CDP Locations Such locations of the CDPs where Applicant can submit the Application Forms to Collecting Depository Participants. The details of such Designated CDP Locations, along with names and contact details of the Collecting Depository Participants eligible to accept Application Forms are available on the websites of the Stock Exchange i.e. www.nseindia.com Designated RTA Locations Such locations of the RTAs where Applicant can submit the Application Forms to RTAs. The details of such Designated RTA Locations, along with names and contact details of the RTAs eligible to accept Application Forms are available on the websites of the Stock Exchange i.e. www.nseindia.com Designated Date On the Designated Date, the amounts blocked by SCSBs are transferred from the ASBA Accounts to the Public Issue Account and/ or unblocked in terms of the Draft Prospectus Designated An SCSB’s with whom the bank account to be blocked, is maintained, a syndicate member Intermediaries/Collecting (or sub-syndicate member), a Stock Broker registered with recognized Stock Exchange, a Agent Depositary Participant, a registrar to an issue and share transfer agent (RTA) (whose names is mentioned on website of the stock exchange as eligible for this activity) Designated Market Maker [●] Designated Stock Exchange National Stock Exchange of India Limited (SME Exchange) (“NSE EMERGE”) DP Depository Participant DP ID Depository Participant’s Identity number Draft Prospectus Draft prospectus dated September 28, 2018 issued in accordance with Section 26 of the Companies Act, 2013. Eligible NRI A Non Resident Indian in a jurisdiction outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom this Prospectus will constitute an invitation to subscribe for the Equity Shares. Equity Shares Equity Shares of our Company of face value `10.00 each 4 DAPS Advertising Limited Electronic Transfer of Funds Refunds through ECS, NEFT, Direct Credit or RTGS as applicable. Eligible QFIs QFIs from such jurisdictions outside India where it is not unlawful to make an offer or invitation under the issue and in relation to whom the Draft Prospectus constitutes an invitation to purchase the Equity Share Issued thereby and who have opened demat accounts with SEBI registered qualified depository participants. First/ Sole Applicant The Applicant whose name appears first in the Application Form or Revision Form. FII/ Foreign Institutional Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors) Investor Regulations, 1995, as amended) registered with SEBI under applicable law in India. Foreign Venture Capital Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign Venture Investors Capital Investor) Regulations, 2000. FPI / Foreign Portfolio A Foreign Portfolio Investor who has been registered pursuant to the of Securities and Investor Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, provided that any FII or QFI who holds a valid certificate of registration shall be deemed to be a foreign portfolio investor till the expiry of the block of three years for which fees have been paid as per the SEBI (Foreign Institutional Investors) Regulations, 1995, as amended General Information The General Information Document for investing in public issues prepared and issued in Document (GID) accordance with the circulars (CIR/CFD/DIL/12/2013) dated October 23, 2013, notified by SEBI and updated pursuant to the circular (CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015 and (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 notified by the SEBI. HSL Hem Securities Limited. IPO Initial Public Offering. Issue/Public Issue/Issue The Public Issue of up to 17,04,000 Equity shares of ` 10/- each at issue price of `[●] per size/Initial Public Issue/ Initial Equity share aggregating to `[●] Public Offer/Initial Public Offering/ IPO Issue Closing Date [●] Issue Opening Date [●] Issue Price The Price at which the Equity Shares are being issued by our Company under this Draft Prospectus being Rs [●] per equity share. Issue Period The period between the Issue Opening Date and the Issue Closing Date inclusive of both days and during which prospective Applicants can submit their Applications, including any revisions thereof. Issue Proceeds Proceeds to be raised by our Company through this Issue, for further details please refer chapter titled “Objects of the Issue”at page 69 of the Draft Prospectus LM/ Lead Manager Lead Manager to the Issue, in this case being Hem Securities Limited (HSL). Listing Agreement/ Equity The Listing Agreement to be signed between our Company and National Stock Exchange of Listing Agreement India Limited (NSE). Market Maker Member Brokers of NSE who are specifically registered as Market Makers with the NSE Emerge. In our case [●] is the sole Market Maker Market Making Agreement The Market Making Agreement dated [●] between our Company and Market Maker, [●] Market Maker Reservation The reserved portion of [●] Equity Shares of ` 10 each at an Issue price of [●] each Portion aggregating to Rs. [●] Lakh to be subscribed by Market Maker in this issue. MOU/ Issue Agreement The Issue Agreement dated September 27, 2018 between our Company and Lead Manager Mutual Funds A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as amended from time to time Net Issue The Issue (excluding the Market Maker Reservation Portion) of [●]equity Shares of `10 each at a price of [●] per Equity Share (the “Issue Price”) aggregating to [●] lakhs. Net Proceeds The Issue Proceeds received from the fresh Issue excluding Issue related expenses. For further information on the use of Issue Proceeds and Issue expenses, please refer to the section titled "Objects of the Issue" beginning on page 69 of this Draft Prospectus. Non-Institutional Investors / Investors other than Retail Individual Investors, NRIs and QIBs who apply for the Equity Applicant Shares of a value of more than ` 2,00,000/- 5 DAPS Advertising Limited NSE National Stock Exchange of India Limited Other Investor Investors other than Retail Individual Investors. These include individual applicants other than retail individual investors and other investors including corporate bodies or institutions irrespective of the number of specified securities applied for. Overseas Corporate Body/ Overseas Corporate Body means and includes an entity defined in clause (xi) of Regulation OCB 2 of the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCB‘s) Regulations 2003 and which was in existence on the date of the commencement of these Regulations and immediately prior to such commencement was eligible to undertake transactions pursuant to the general permission granted under the Regulations. OCBs are not allowed to invest in this Issue. Prospectus The prospectus to be filed with the ROC in accordance with the provisions of Section 26 of the Companies Act, 2013 containing, inter alia, the Issue Price which will be determined before filing the Prospectus with ROC. Public Issue Account Account to be opened with the Bankers to the Issue to receive monies from the SCSBs from the bank account of the Applicant, on the Designated Date. Qualified Institutional Buyers/ A Mutual Fund, Venture Capital Fund and Foreign Venture Capital Investor registered with QIBs the SEBI, a foreign institutional investor and sub-account (other than a sub-account which is a foreign corporate or foreign individual), registered with SEBI; a public financial institution as defined in Section 2(72) of the Companies Act, 2013; a scheduled commercial bank; a multilateral and bilateral development financial institution; a state industrial development corporation; an insurance company registered with the Insurance Regulatory and Development Authority; a provident fund with minimum corpus of ` 25.00 Crore; a pension fund with minimum corpus of ` 25.00 Crore; National Investment Fund set up by resolution No. F. No. 2/3/2005 – DDII dated November 23, 2005 of the Government of India published in the Gazette of India, insurance funds set up and managed by army, navy or air force of the Union of India and insurance funds set up and managed by the Department of Posts, India and systemically important non-banking financial companies. Registrar/ Registrar to the Registrar to the Issue being Bigshare Services Private Limited Issue/ RTA/ RTI Registrar Agreement The agreement dated March 26, 2018, entered into between our Company and the Registrar to the Issue in relation to the responsibilities and obligations of the Registrar to the Issue pertaining to the Issue. Reserved Category/ Categories Categories of persons eligible for making application under reservation portion. Regulations SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2009 as amended from time to time. Retail Individual Investors Individual investors (including HUFs, in the name of Karta and Eligible NRIs) who apply for the Equity Shares of a value of not more than ₹ 2,00,000. Registered Broker Individuals or companies registered with SEBI as “Trading Members” (except Syndicate/Sub-Syndicate Members) who hold valid membership of either BSE or NSE having right to trade in stocks listed on Stock Exchanges, through which investors can buy or sell securities listed on stock exchanges, a list of which is available on http://www.nseindia.com/membership/content/cat_of_mem.htm Reservation Portion The portion of the Issue reserved for category of eligible Applicants as provided under the SEBI (ICDR) Regulations, 2009 Revision Form The form used by the Applicants to modify the quantity of Equity Shares or the Application Amount in any of their Application Forms or any previous Revision Form(s) Registrar and Share Transfers Registrar and share transfer agents registered with SEBI and eligible to procure Agents or RTAs Applications at the Designated RTA Location in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 205 Issued by SEBI SEBI SAST / SEBI (SAST) SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended Regulations from time to time Self Certified Syndicate Banks which are registered with SEBI under the Securities and Exchange Board of India Bank(s) / SCSB(s) (Bankers to an Issue) Regulations, 1994 and offer services of ASBA, including blocking of bank account, a list of which is available 6 DAPS Advertising Limited http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes SME Exchange Emerge Platform of National Stock Exchange of India Limited SEBI(PFUTP) SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Markets) Regulations/PFUTP Regulations, 2003 Regulations Transaction Registration Slip/ The slip or document issued by the member(s) of the Syndicate to the Applicant as proof of TRS registration of the Application. Underwriters The LM who has underwritten this Issue pursuant to the provisions of the SEBI (ICDR) Regulations and the Securities and Exchange Board of India (Underwriters) Regulations, 1993, as amended from time to time. Underwriting Agreement The Agreement dated [●] between the Underwriters [●] and our Company. U.S. Securities Act U.S. Securities Act of 1933, as amended from time to time Venture Capital Fund Foreign Venture Capital Funds (as defined under the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996) registered with SEBI under applicable laws in India. Working Day Any day, other than second and fourth Saturday of the month or Sunday or a public holiday, on which commercial banks in India are open for business, provided however, for the purpose of the time period between the Issue Opening Date and listing of the Equity Shares on the Stock Exchanges, “Working Days” shall mean all trading days excluding Sundays and bank holidays in India in accordance with the SEBI circular no. SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016. Technical and Industry Related Terms Term Description Ad/Ads Advertisements DAVP Directorate of Advertising and visual Publicity, Government of India DIPR Department of Information and Public Relation FMCG Fast-moving consumer goods FM Frequency Modulation INS Indian Newspaper Society MCA Ministry of Corporate Affairs MSME Micro, Small and Medium Enterprises PR Public Relation POL Petroleum, Oil, & Lubricants TV Television Abbreviations Abbreviation Full Form ` / Rs./ Rupees/ INR Indian Rupees AS / Accounting Accounting Standards as issued by the Institute of Chartered Accountants of India Standard A/c Account ACS Associate Company Secretary AGM Annual General Meeting ASBA Applications Supported by Blocked Amount AMT Amount AIF Alternative Investment Funds registered under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended. AY Assessment Year AOA Articles of Association 7 DAPS Advertising Limited Approx Approximately B. Com Bachelor of Commerce B. E Bachelor of Engineering B. Sc Bachelor of Science Bn Billion BG/LC Bank Guarantee / Letter of Credit BIFR Board for Industrial and Financial Reconstruction BSE BSE Limited (formerly known as the Bombay Stock Exchange Limited) BSE SENSEX Sensex is an index; market indicator of the position of stock that is listed in the BSE CDSL Central Depository Services (India) Limited CAGR Compounded Annual Growth Rate CAN Confirmation of Allocation Note CA Chartered Accountant CB Controlling Branch CC Cash Credit CIN Corporate Identification Number CIT Commissioner of Income Tax CS Company Secretary CS & CO Company Secretary & Compliance Officer CFO Chief Financial Officer CSR Corporate Social Responsibility CENVAT Central Value Added Tax CST Central Sales Tax CWA/ICWA Cost and Works Accountant CMD Chairman and Managing Director DIN Director Identification Number DIPP Department of Industrial Policy and Promotion, Ministry of Commerce, Government of India DP Depository Participant DP ID Depository Participant’s Identification Number EBITDA Earnings Before Interest, Taxes, Depreciation & Amortization ECS Electronic Clearing System ESIC Employee’s State Insurance Corporation EPFA Employee’s Provident Funds and Miscellaneous Provisions Act,1952 EPS Earnings Per Share EGM /EOGM Extraordinary General Meeting ESOP Employee Stock Option Plan EXIM/ EXIM Export – Import Policy Policy FCNR Account Foreign Currency Non Resident Account FIPB Foreign Investment Promotion Board FY / Period of twelve months ended March 31 of that particular year, unless otherwise stated Fiscal/Financial Year FEMA Foreign Exchange Management Act, 1999 as amended from time to time, and the regulations framed there under. FCNR Account Foreign Currency Non Resident Account FDI Foreign Direct Investment FIs Financial Institutions FIIs Foreign Institutional Investors (as defined under Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000) registered with SEBI under applicable laws in India FPIs “Foreign Portfolio Investor” means a person who satisfies the eligibility criteria prescribed under 8