SPS Finquest Limited - BSE

DRAFT PROSPECTUS 24th February, 2014 Please read Sec 60 B of the Companies Act, 1956 Fixed Price Issue

SPS Finquest Limited (C.I.N - U67120MH1996PLC098051) Our Company was originally incorporated in Mumbai as “Ceenik Holding Pvt. Ltd”on March 12, 1996 under the provisions of the Companies Act, 1956. The name of our Company was further changed to SPS Finquest Pvt. Ltd. and a fresh certificate of incorporation reflecting the new name was issued by the Registrar of Companies, Mumbai on July 16, 2010. Our Company was converted into a public limited company and consequently, the name of our Company was changed to SPS Finquest Limited and a fresh certificate of incorporation reflecting the new name was issued by the Registrar of Companies, Mumbai on April 5, 2013. The registered office of our company was originally situated at 225/A-1, Shah & Nahar Industrial Estate, S.J. Road, Lower Parel (West) Mumbai, Maharastra – 400013. Further the registered office was shifted to Flat no 13-B, Jeevan Satyakam CHS, Ambedkar Road, Bandra (W), Mumbai 400050 w.e.f 04/04/2009. Further again the registered office was shifted from Flat No 13-B, Jeevan Satyakam CHS, Ambedkar Road, Bandra (W), Mumbai 400050 to G-602, Keshav Kunj-1, Sector 30, Vashi, Navi Mumbai, Thane 400703 w.e.f. 17/06/2010. Further again the registered office was shifted from G-602, Keshav Kunj-1, Sector 30, Vashi, Navi Mumbai, Thane 400703 to G-702, Keshav Kunj-1, Sector 30, Vashi, Navi Mumbai, Thane 400703 w.e.f. 02/04/2011. Further again the registered office was shifted from G-702, Keshav Kunj-1, Sector 30, Vashi, Navi Mumbai, Thane 400703 to R-514, 5th Floor, Routunda Building, Bombay Samachar Marg, Fort, Mumbai - 400001 w.e.f 15/02/2013. For more details, please refer section titled “History and Certain Corporate Matters” on Page No. 80 of this Prospectus. Registered Office: R-514, 5th Floor, Rotunda Building, B.S.Marg,Fort, Mumbai -400 001. Tel. No. & Fax No. 022-40224951/52/53/54. Website: www.spsfinquest.co.in ; E-mail: [email protected] Contact Person: Pinal Vasant Darji, Company Secretary & Compliance Officer. Tel. No. : 022-40224951 ; [email protected] Our Promoters : Mr. Pramod Premchand Shah & Mr.Sandeep Pramodkumar Shah The Issue PUBLIC ISSUE OF 33,44,000 EQUITY SHARES OF RS. 10/- EACH (EQUITY SHARES OF SPS FINQUEST LIMITED (“SPS”, “THE COMPANY” OR “THE ISSUER”) FOR CASH AT A PRICE OF RS. 75/- PER EQUITY SHARE (THE ISSUE PRICE) AGGREGATING TO RS. 2508 LACS (THE ISSUE). THE FACE VALUE OF THE SHARE IS RS.10/- EACH AND THE ISSUE PRICE IS 7.5 (SEVEN AND HALF) TIMES OF THE FACE VALUE.THE ISSUE IS BEING MADE IN TERMS OF CHAPTER XB OF SEBI (ICDR) REGULATIONS, 2009 AS AMENDED (THE “SEBI REGULATIONS”). OUT OF THE PROPOSED ISSUE OF 33,44,000 EQUITY SHARES, 5,15,200 EQUITY SHARES ARE RESERVED FOR SUBSCRIPTION BY THE PROMOTERS AND 1,68,000 EQUITY SHARES ARE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER (AS DEFINED IN THE SECTION “DEFINITIONS AND ABBREVIATIONS”) (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE PORTION RESERVED FOR THE PROMOTERS AND THE MARKET MAKER i.e. ISSUE OF 26,60,800 EQUITY SHARES OF RS 10/- EACH IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 74.24% AND 59.08% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF THE COMPANY. THIS BEING A FIXED PRICE ISSUE, AS PER SUB CLAUSE (4) OF REGULATION 43 OF THE SEBI (ICDR) REGULATIONS, 2009 AS AMENDED (THE “SEBI REGULATIONS”), OUT OF THE NET OFFER OF 26,60,800 EQUITY SHARES, NOT LESS THAN 50% SHALL BE AVAILABLE TO RETAIL INDIVIDUAL INVESTORS AND THE REMAINING TO INDIVIDUAL APPLICANTS OTHER THAN RETAIL INVESTORS AND OTHER INVESTORS INCLUDING CORPORATE BODIES OR INSTITUTIONS IRRESPECTIVE OF THE NUMBER OF SHARES APPLIED FOR. IF THE RETAIL INDIVIDUAL INVESTOR CATEGORY IS ENTITLED TO MORE THAN 50 % ON PROPORIONATE BASIS, THEY SHALL BE ALLOTED THAT HIGHER PERCENTAGE. THIS ISSUE IS BEING MADE IN TERMS OF CHAPTER X-B OF THE SEBI (ICDR) REGULATIONS, 2009 AS AMENDED FROM TIME TO TIME. For Further Details See “Issue Related Information” Beginning On Page No. 147 of this Prospectus All potential investors may participate in the Issue 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 No. 152 of this Prospectus. In case of delay, if any in refund, our Company shall pay interest on the application money at the rate of 15% per annum for the period of delay. RISK IN RELATION TO THE FIRST ISSUE This being the first issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the Equity Shares is Rs. 10/- per Equity Share and the Issue Price is 7.5 (Seven & Half) times of the face value. The Issue Price (as determined by the Company, in consultation with the Lead Manager and as stated under the paragraph ‘Basis For Issue Price’ on Page No.59 of this 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 the Company or regarding the price at which the Equity Shares will be traded after listing. However as required under Regulation 106 V (1) of SEBI (ICDR) Regulations in respect of the issues to be listed on SME Exchange, the Lead Manager will arrange for compulsory market making in the shares for an initial period of three years from the date of 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 the Company and the Issue including the risks involved. The Equity Shares offered in this 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 Prospectus. Specific attention of the investors is invited to the statements in the section titled “Risk Factors” beginning on Page No. 15 of this Prospectus. ISSUERS’S ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to the Company and this Issue, which is material in the context of this Issue, that the information contained in this 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 make this 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 the Prospectus are proposed to be listed on the SME Platform of the BSE Limited (“BSE”). In terms of Chapter X B of SEBI (ICDR) Regulations, 2009 as amended from time to time, we are not required to obtain any in principle listing approval for the shares being offered in this Issue. However, our Company has received an approval letter dated ______ from BSE for using its name in the Offer Document for listing our shares on the SME Platform of the BSE. For the purpose of this Issue, the Designated Stock Exchange will be the BSE Limited (“BSE”) LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE Networth Stock Broking Ltd Universal Capital Securities Pvt.Ltd. SEBI Registration No.: INM000011013 SEBI Registration No.INR000004082 th 1001/02, 10 Floor, Atlanta Centre, 21, Shakil Niwas Opp Saibaba Temple Mahakali Caves Road, Opp Udyog Bhavan, Sonavala Road, Andheri (E). Mumbai: - 400093. Goregaon East, Mumbai 400063 (Maharastra) Tel: - +91-22-28207203, +91-22-28257641. Tel : +91–22 30641600; Fax : +91–22-26850257 Fax No. +91 22 28207207 Website: www.networthdirect.com E-mail : [email protected] E-mail: [email protected] Website : www.unisec.in Contact Person: Mr. Manish Ajmera Contact Person : Ravindra Utekar Issue Opens on _________ Issue closes on __________

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S.No I 1.1 1.2 1.3 1.4 1.5 1.6 1.7 II 2.1 2.2 2.3 III 3.1 3.2 3.3 3.4 3.5 3.6 IV 4.1 4.2 4.3 4.4 V 5.1 5.2 5.3 5.4 5.5 5.6 5.7 VI 6.1 6.2 VII 7.1 7.2 7.3 VIII 8.1 8.2 8.3 IX X 10.1 XI

TABLE OF CONTENTS PARTICULARS GENERAL DEFINITIONS CONVENTIONAL / GENERAL TERMS ISSUE RELATED TERMS ABBREVIATIONS COMPANY AND INDUSTRY RELATED TERMS CERTAIN CONVENTIONS, USE OF MARKET DATA AND CURRENCY OF FINANCIAL FORWARD LOOKING STATEMENTS RISK FACTORS MATERIALITY INTERNAL RISK FACTORS EXTERNAL RISK FACTORS INTRODUCTION SUMMARY OF OUR INDUSTRY SUMMARY OF OUR BUSINESS SUMMARY OF OUR FINANCIAL INFORMATION THE ISSUE DETAILS IN BRIEF GENERAL INFORMATION CAPITAL STRUCTURE PARTICULARS OF THE ISSUE OBJECTS OF THE ISSUE BASIC TERMS OF THE ISSUE BASIS FOR THE ISSUE PRICE STATEMENT OF TAX BENEFITS ABOUT THE ISSUER COMPANY INDUSTRY OVERVIEW OUR BUSINESS OVERVIEW KEY INDUSTRY REGULATIONS AND POLICIES HISTORY AND CERTAIN CORPORATE MATTERS OUR MANAGEMENT OUR PROMOTERS AND PROMOTER GROUP DIVIDEND POLICY FINANCIAL INFORMATION OF THE COMPANY FINANCIAL STATEMENTS OF THE COMPANY 0$1$*(0(17¶6',6&866,21$1'$1$/