ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

FOR THE ELIGIBLE EQUITY SHAREHOLDERS OF THE COMPANY ONLY

This is an Abridged Letter of Offer containing salient features of the Letter of Offer dated January 15, 2024 (“Letter of Offer”) which is available
on the websites of the Registrar, our Company, and the stock exchange where the Equity Shares of our Company are listed, i.e., BSE Limited
(“BSE”) (“Stock Exchange”). You are encouraged to read greater details available in the Letter of Offer. Capitalized terms not specifically defined
herein shall have the meaning ascribed to them in the Letter of Offer.
THIS ABRIDGED LETTER OF OFFER CONTAINS 8 PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES
Our Company has made available on the Registrar’s website at https://purvashare.com and the Company’s website, Abridged Letter of Offer along
with the Rights Entitlement Letter and Application Form to the Eligible Equity Shareholder who have provided an Indian address to our Company.
You may also download the Letter of Offer from the websites of the Company, the Stock Exchange, and the Registrar, i.e., at
https://indianinfotechandsoftwareltd.in/, www.bseindia.com, and www.purvashare.com, respectively. The Application Form is available on the
respective websites of the Stock Exchange, our Company and the Registrar to the Issue.

INDIAN INFOTECH AND SOFTWARE LIMITED

Registered Office: : Office No. 110, 1st Floor, Golden Chamber Pre Co-Op Soc Ltd. New Link Road Andheri West Mumbai-400053, India
Contact Person: Manish Kumar Badola, Managing Director ; Telephone: 022-49601435
E-mail: indianinfotechsoftware@yahoo.com Website: www.indianinfotechandsoftwareltd.in ;
Corporate Identity Number: L70100MH1982PLC027198.

PROMOTERS OF OUR COMPANY: MAHAMAYA FINANCIAL CONSULTANTS PRIVATE LIMITED, JAYANTI PRIME
SOFTWARE ADVISORY PRIVATE LIMITED, GENEROSITY SHARE TRADING PRIVATE LIMITED, DHANVARSHA
ADVISORY SERVICES PRIVATE LIMITED
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF INDIAN INFOTECH AND SOFTWARE
LIMITED (“OUR COMPANY” OR “THE ISSUER”) ONLY
ISSUE DETAILS, LISTING AND PROCEDURE
RIGHT ISSUE OF UPTO 26,14,53,270 EQUITY SHARES OF FACE VALUE OF ₹1.00 EACH (“EQUITY SHARES” OR “RIGHTS
EQUITY SHARES) OF OUR COMPANY FOR CASH AT A PRICE OF ₹ 1.60 PER RIGHTS EQUITY SHARE INCLUDING A SHARE
PREMIUM OF 0.60 PAISE PER RIGHTS EQUITY SHARE (THE “ISSUE PRICE”) AGGREGATING UP TO ₹ 4,183.25* LAKH
(“THE ISSUE”) ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF
THIRTEEN (13) RIGHT EQUITY SHARE FOR EVERY FIFTY (50) FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE
EQUITY SHAREHOLDERS OF OUR COMPANY ON THE RECORD DATE, THAT IS JANUARY 29, 2024 (THE “ISSUE”). FOR
FURTHER DETAILS, SEE “TERMS OF THE ISSUE” BEGINNING ON PAGE 82 OF LETTER OF OFFER.
*Assuming full subscription
The existing Equity Shares of our Company are listed on BSE Limited. Our Company has received “in-principle” approval from BSE Limited
and for listing the Rights Equity Shares through their letters dated December 05, 2023. For the purposes of the Issue, the Designated Stock Exchange
is BSE Limited. Our Company will also make application to the Stock Exchange to obtain the trading approval for the Rights Entitlements as
required under the SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020.
Procedure: If you wish to know about processes and procedures applicable to rights issue, you may refer to the section titled “Terms of the Issue”
on page 80 of the Letter of Offer. You may download a copy of the Letter of Offer from the websites of the Company, SEBI, BSE, Registrar as
stated above. You can also request the Registrar or our Company to provide a hard copy of Letter of Offer.
ELIGIBILITY FOR THE ISSUE
Our Company is a listed company incorporated under the Companies Act, 1956. Our Equity Shares are presently listed on the BSE Limited. Our
Company undertakes to make an application to the Stock Exchange for listing of the Rights Equity Shares to be issued pursuant to this Issue.
INDICATIVE TIMETABLE*
Last Date for credit of Rights Thursday, 1 February, 2024 Finalization of Basis of Allotment Thursday, 15 February, 2024
Entitlements (on or about)
Issue Opening Date Tuesday, 6 February, 2024 Date of Allotment (on or about) Thursday, 15 February, 2024
Last date for On Market Thursday, 8 February, 2024 Date of credit (on or about) Monday, 19 February, 2024
Renunciation of Rights
Entitlements#
Issue Closing Date* Tuesday, 13th February, 2024 Date of listing (on or about) Monday, 26 February, 2024
* Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights
Entitlements are credited to the demat account of the Renouncee(s) on or prior to the Issue Closing Date.
# Our Board or a duly authorized committee thereof will have the right to extend the Issue period as it may determine from time to time, provided that
the Issue will not remain open in excess of 30 (thirty) days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal
of Application shall be permitted by any Applicant after the Issue Closing Date.
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 NOTICE TO INVESTORS
THE RIGHTS ENTITLEMENTS AND THE EQUITY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED
STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE US SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. ACCORDINGLY, THE RIGHTS
ENTITLEMENTS (INCLUDING THEIR CREDIT) AND THE EQUITY SHARES ARE ONLY BEING OFFERED AND SOLD OUTSIDE THE
UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE US SECURITIES ACT
(“REGULATION S”) AND THE APPLICABLE LAWS OF THE JURISDICTION WHERE THOSE OFFERS AND SALES OCCUR. THE
RIGHTS ENTITLEMENTS AND THE EQUITY SHARES MAY NOT BE RE-OFFERED, RE-SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S, OR OTHERWISE IN A
TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. THE
OFFERING TO WHICH THE LETTER OF OFFER RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS,
AN OFFERING OF ANY EQUITY SHARES OR THE RIGHTS ENTITLEMENT FOR SALE IN THE UNITED STATES OR AS A
SOLICITATION THEREIN OF AN OFFER TO BUY OR TRANSFER ANY OF THE EQUITY SHARES OR RIGHTS ENTITLEMENT. THERE
IS NO INTENTION TO REGISTER ANY PORTION OF THE ISSUE OF ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED
STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. ACCORDINGLY, THE ISSUE
DOCUMENTS AND THE APPLICATION FORM SHOULD NOT BE FORWARDED TO OR TRANSMITTED IN OR INTO THE UNITED
STATES AT ANY TIME.
NO ACTION HAS BEEN TAKEN OR WILL BE TAKEN THAT WOULD PERMIT A PUBLIC OFFERING OF THE RIGHTS ENTITLEMENTS
OR EQUITY SHARES TO OCCUR IN ANY JURISDICTION OTHER THAN INDIA, OR THE POSSESSION, CIRCULATION OR
DISTRIBUTION OF THE LETTER OF OFFER OR ANY OTHER MATERIAL RELATING TO OUR COMPANY, THE RIGHTS
ENTITLEMENTS OR THE EQUITY SHARES IN ANY JURISDICTION WHERE ACTION FOR SUCH PURPOSE IS REQUIRED.
ACCORDINGLY, THE RIGHTS ENTITLEMENTS OR EQUITY SHARES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, AND NEITHER THE LETTER OF OFFER NOR ANY OFFERING MATERIALS OR ADVERTISEMENTS IN CONNECTION
WITH THE RIGHTS ENTITLEMENTS OR EQUITY SHARES MAY BE DISTRIBUTED OR PUBLISHED IN OR FROM ANY COUNTRY OR
JURISDICTION EXCEPT IN ACCORDANCE WITH THE LEGAL REQUIREMENTS APPLICABLE IN SUCH COUNTRY OR
JURISDICTION. THE ISSUE WILL BE MADE IN COMPLIANCE WITH THE APPLICABLE SEBI REGULATIONS.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford
to take the risk with such investment. Investors are advised to read the risk factors carefully before taking an investment decision in relation to the
Issue. For taking an investment decision, investors shall rely on their own examination of the Company and the Issue including the risks involved.
The Rights Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee
the accuracy or adequacy of the Letter of Offer. Specific attention of investors is invited to the statement of “Risk Factors” beginning on page 18 of
the Letter of Offer and “Internal Risk Factors” on page 5 of this Abridged Letter of Offer before making an investment in the Issue.
Name of Registrar to the Issue Purva Sharegistry (India) Private Ltd
and contact details Unit no. 9, Shiv Shakti Ind. Estt. J. R. Boricha Marg, Lower Parel (E) Mumbai 400 011.
Telephone: +91 22 3199 8810; +91 22 4970 0138 +91 22 4961 4132;
Facsimile: +91 22 22 3570 0224;
E-mail: support@purvashare.com ; Website: https://purvashare.com ;
Contact person: Deepali Dhuri, Compliance Officer
Investor grievance: support@purvashare.com; SEBI Registration No: INRO00001112
Validity of Registration: Permanent
Name of Statutory Auditors M/s. Adv and Associates (FRN: 128045W)
Banker to the Issue Axis Bank Limited
Ground Floor, Jeevan Prakash Building, Sir PM Road, Fort, Mumbai, Maharashtra, 400001
Telephone No.: 8879556155
Email: vijay.koyale@axisbank.com
Website: https://www.axisbank.com/
Contact Person: Vijay Koyale

1. SUMMARY OF BUSINESS

We are a non-banking finance company (“NBFC”) incorporated in the year 1982 registered with the Reserve Bank of India bearing registration
number B-13.0022 to carry on NBFC business activities under Section 45IA of the Reserve Bank of India Act, 1934. We are a Non-systemically
important non-deposit taking company with over two decades of lending experience in rural and semi-urban geographies in India. We are primarily
engaged in micro centric lending solutions to look after the needs and aspirations of customers. Our portfolio includes Vehicle Finance and Business
Finance Products to small business owners. We have a long history of serving all types of markets with high growth potential and have maintained
a track record of financial performance and operational efficiency through consistently high rates of customer acquisition and retention and low cost
expansion into underpenetrated areas.

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 2. SUMMARY OF OBJECTS OF THE ISSUE AND MEANS OF FINANCE

The details of the proceeds of the Issue are summarised in the table below:
(₹ in Lakhs)
Particulars Amount in Rupees (in Lakh)
Working Capital Requirement* 3,500.00
General Corporate Purposes** 653.25
Net Proceeds from the Issue 4,153.25
*Assuming full subscription and Allotment of the Rights Entitlement.
** The amount to be utilized for general corporate purposes will not exceed 25% of the Gross Proceeds.

Particulars Amount in Rupees (in Lakh)

Working Capital Requirement* 3,500.00
General Corporate Purposes** 653.25
Net Proceeds from the Issue 4,153.25
Particulars Amount in Rupees (in Lakh)
Working Capital Requirement* 3,500.00
General Corporate Purposes** 653.25
Net Proceeds from the Issue 4,153.25
Particulars Amount in Rupees (in Lakh)
Working Capital Requirement* 3,500.00
General Corporate Purposes** 653.25
Net Proceeds from the Issue 4,153.25
Schedule of Implementation, Requirement of Funds and Utilization of Net Proceeds

The Net Fresh Issue Proceeds are proposed to be utilized and are currently expected to be deployed in the manner set out in the following table:
(₹ in lakhs)
Sr. Particulars Total Estimated Amount to be Amount to be Estimated deployment of
No Expenditure financed from Financed from Net Proceeds by the
Internal Accruals Net Proceeds Financial Year ended March
31, 2024
1 Working Capital Requirement* 26,513.61 22,983.61 3,500.00 3,500.00
2 General Corporate Purposes* 653.25 Nil 653.25 653.25
* Amount utilized for general corporate purposes shall not exceed 25% of the gross proceeds of the issue.

Means of Finance

Accordingly, we are in compliance with the requirements prescribed under Paragraph 9(C)(1) of Part B of Schedule VI and Regulation 230 (1)(e) of
the SEBI ICDR Regulations which require firm arrangements of finance to be made through verifiable means towards at least 75% of the stated means
of finance, excluding the amount to be raised through the Issue and existing identifiable internal accruals. In case of a shortfall in the Net Proceeds or
any increase in the actual utilisation of funds earmarked for the Objects, our Company may explore a range of options including utilizing our internal
accruals.

3. SHAREHOLDING PATTERN

(i) The shareholding pattern of our Company at the quarter ended September 30, 2023, can be accessed on the website of the BSE at
https://www.bseindia.com/stock-share-price/indian-infotech--software-ltd/indinfo/509051/shareholding-pattern/
(ii) The statement showing holding of Equity Shares of persons belonging to the category “Promoter and Promoter Group” including the details of
lock-in, pledge of and encumbrance thereon, as at the quarter ended September 30, 2023, can be accessed on the website of the BSE at
https://www.bseindia.com/stock-share-price/indian-infotech--software-ltd/indinfo/509051/shareholding-pattern/
(iii) The statement showing holding of securities (including Equity Shares, warrants, convertible securities) of persons belonging to the category
“Public” including Equity Shareholders holding more than 1% of the total number of Equity Shares as at the quarter ended September 30, 2023,
as well as details of shares which remain unclaimed for public can be accessed on the website of the BSE at https://www.bseindia.com/stock-
share-price/indian-infotech--software-ltd/indinfo/509051/shareholding-pattern/

4. BOARD OF DIRECTORS

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 Details of Directors Other Directorships in Companies
Name: Mr. Manish Badola - M3 Consultant LLP
Designation Managing Director; - Nextgen Accounting Solutions and
Address: A/201, Singhad CHS, Shivaji Nagar Nilemore, Nallasopara West, Nale Palghar, Technology LLP
Mumbai – 401203
Occupation: Business
Term: June 17, 2022 till June 16, 2027
Period of Directorship: Not Liable to retire by rotation
Nationality: Indian
Date of Birth: August 03, 1983
DIN: 05016172
Age: 39 years
Name: Mr. Hemant Vadilal Mod NIL
Designation: Executive -Director
Address: D-804 Ratnadeep towers, Nr. Arjun tower, b/h C.P Nagar Ghatlodia Ahmedabad
city Ahmedabad, Gujarat-380061
Occupation: Business
Term: September 30,2022 till date
Period of Directorship: Liable to retire by Rotation
Nationality: Indian
Date of Birth: July 13, 1980
DIN: 09630204
Age: 43 years
Name: Ms. Aksha Bihani  Swastik City Developers
Designation: Non-Executive - Independent Director Limited
Address: 17/1, Lal Madhab Mukherjee Lane, Kolkata- 
700007 Occupation: Business Sasmal Infra Developers Private Limited
Term: March 19, 2019 till date
Period of Directorship: Not Liable to retire by Rotation
Nationality: Indian
Date of Birth: April 11, 1990
DIN: 08102933
Age: 33 years
Name: Mr. Hari Singh Rao H.S.R. Jewels Private Limited
Designation: Non-Executive - Independent Director
Address: 1506- Boulevard 01, Lal Bahadur Shastri Marg, Ghatkopar West, Opp. R-City
Mall, Mumbai-400086
Occupation: Business
Term: June 08,2022 till date
Period of Directorship: Not Liable to retire by Rotation
Nationality: Indian
Date of Birth: July 1, 1978
DIN: 05132581
Age: 45 years
Name: Mr. Vinay Kumar Yadav NIL
Designation: Non-Executive Independent Director
Address: G-8 C Wing Building No B Cabin Cross road near Narmada Nagar, Bhayander east
Thane, Maharashtra- 401105
Occupation: Business
Term: June 08,2022 till date
Period of Directorship: Not Liable to retire by Rotation
Nationality: Indian
Date of Birth: May ,02,1993
DIN: 09630182
Age: 30 years.

4
 Details of Directors Other Directorships in Companies
Name: Mr. Sandeep Kumar Sahu  Prismx Global Ventures
Designation: Non-Executive Independent Director Limited
Address: Jablapur road behind petrol pump Lugharwada seoni Madhya Pradesh 480661.  Tahmar Enterprises Limited
Occupation: Business  Panorama Studios
Term: September 09, 2022 till date International Limited
Period of Directorship: Not Liable to retire by Rotation  Panorama Studios Private
Nationality: Indian Limited
Date of Birth: October 20, 1984 Sanescort Lifecare Private Limited
DIN: 06396817
Age: 38 years

5. DETAILS OF THE ISSUER OR ANY OF ITS PROMOTERS OR DIRECTORS BEING A WILFUL DEFAULTER

Neither our Company nor our Promoter or our Directors have been or are identified as Wilful Defaulters.

5
 6. SUMMARY OF FINANCIAL STATEMENTS

A summary of the Financial Information for the for the period ended on September 30, 2023 and the Financial Year ended March 31, 2023 and March
31, 2022, are as follows:
(₹ in Lakh)
Particulars For the period ended on For the year ended March For the year ended March
September 30, 2023 2023 2022
Equity Share Capital 10,055.89 10,055.89 10,055.89
Net Worth 23,702.50 22,981.33 22,923.84
Total Income 1,095.28 4,706.13 5,539.23
Profit / (loss) after tax 721.17 60.59 31.72
Basic EPS 0.07 0.00 0.00
Diluted EPS 0.07 0.00 0.00
Net asset value per Equity Share 2.36 2.29 2.28
Total borrowings 30.00 30.00 30.00

7. INTERNAL RISK FACTORS

The below mentioned risks are the top 5 risk factors as per the Letter of Offer:

1. There are outstanding legal proceedings involving our Company, Promoters and Directors Any adverse decision in such proceeding may have a
material adverse effect on our business, results of operations and financial condition.
2. We provide unsecured loans to our borrowers. If our customers default in their repayment obligations, our business, results of operations,
financial condition and cash flows may be adversely affected.
3. We operate in a highly competitive industry.
4. Our business is vulnerable to interest rate risk and volatility in interest rates which could adversely affect our income from our operations and
adversely affect our financial performance and profitability.
5. Our Company has reported negative cash flow in the past. Any negative cash flows in the future would adversely affect our cash flow
requirements, which may adversely affect our ability to operate our business and implement our growth plans, thereby affecting our financial
condition.
For further details, see the section “Risk Factors” on page 18 of the Letter of Offer.

8. SUMMARY TABLE OF OUTSTANDING LITIGATIONS

The Summary of legal proceedings involving our Company and Subsidiaries as on date of the Letter of Offer are set out below:

Nature of cases Number of cases Amount involved

Litigations involving our Company
Litigation Involving Actions by Nil Nil
Statutory/Regulatory Authorities;
Litigation involving Tax Liabilities;
1. For F.Y. 2015-16
Tax Amount 2,13,48,900 & Penalty Rs.
1,13,04,670 Total Rs. 3,26,53,570 2 3,27,60,460
The same is under protest and the
company has filed appeal with
commissioner
2. For F.Y. 2017-18
Tax Amount Rs. 1,06,890
This order passed by CPC under Section
143(3) which is also under protest
Proceedings involving issues of moral Nil Nil
turpitude or criminal liability on the part
of our
Company;
Proceedings involving Material Violations Nil Nil
of Statutory Regulations by our Company;

6
 Matters involving economic offences Nil Nil
where proceedings have been initiated
against our
Company;
Other proceedings involving our Company
which involve an amount exceeding the
Materiality Threshold or are otherwise Nil Nil
material in terms of the Materiality Policy, and
other pending matters
which, if they result in an adverse outcome
would materially and adversely affect the
operations or the financial position of our
Company;
Litigation involving our Directors, Promoters Nil Nil
and Promoter Group;
Litigation involving our Group Companies; Nil Nil

For further details, see “Outstanding Litigation and Defaults” on page 71 of the Letter of Offer.

9. TERMS OF THE ISSUE

Process of Making an Application in the Issue.

1) Dispatch and availability of Issue materials:

In accordance with the SEBI ICDR Regulations, SEBI circulars SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020, Circular
SEBI/HO/CFD/DIL1/CIR/P/2020/136 dated July 24, 2020 and the MCA Circular, our Company will send, only through email, the Abridged Letter of
Offer, the Rights Entitlement Letter, Application Form and other issue material to the email addresses of all the Eligible Equity Shareholders who have
provided their Indian addresses to our Company. The Letter of Offer will be provided, only through email, by the Registrar on behalf of our Company
to the Eligible Equity Shareholders who have provided their addresses to our Company and in case the Eligible Shareholders have not provided their
e-mail address, then the Issue Materials will be dispatched, on a reasonable effort basis, to the India addresses provided by them.

Investors can also access the Draft Letter of Offer, Letter of Offer, the Abridged Letter of Offer and the Application Form (provided that the Eligible
Equity Shareholder is eligible to subscribe for the Rights Equity Shares under applicable securities laws) on the websites of:

a) Our Company at www.indianinfotechandsoftwareltd.in

b) the Registrar to the Issue at https://purvashare.com
c) the Stock Exchanges at www.bseindia.com

Eligible Equity Shareholders can obtain the details of their respective Rights Entitlements from the website of the Registrar at https://purvashare.com
by entering their DP ID and Client ID or Folio Number (in case of Eligible Equity Shareholders holding Equity Shares in physical form). The link for
the same shall also be available on the website of our Company (i.e., www.indianinfotechandsoftwareltd.in).

The Registrar will not be liable for non-dispatch of physical copies of Issue materials, including the Letter of Offer, the Abridged Letter of Offer,
the Rights Entitlement Letter and the Application Form.

2) Facilities for Application in this Issue:

In accordance with Regulation 76 of the SEBI ICDR Regulations, SEBI circular, bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated
January 22, 2020, bearing reference number SEBI/HO/CFD/CIR/CFD/DIL/67/2020 dated April 21, 2020, SEBI circular bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May 6, 2020, and SEBI circular bearing reference number SEBI/HO/CFD/DIL1/CIR/P/2020/136 dated
July 24, 2020 (Collectively hereafter referred to as “SEBI Rights Issue Circulars”) and SEBI circular SEBI/CFD/DIL/ASBA/1/2009/30/12 dated
December 30, 2009, SEBI circular CIR/CFD/DIL/1/2011 dated April 29, 2011 and the SEBI circular, bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020 (Collectively hereafter referred to as “ASBA Circulars”), all Investors desiring to make
an Application in this Issue are mandatorily required to use either the ASBA process. Original Shareholders shall mean the Resident Shareholders who
are holding the Equity Shares of our Company as on the Record Date i.e. January 29, 2024 (hereinafter referred to as the “Original Shareholders”).
Investors should carefully read the provisions applicable to such Applications before making their Application through ASBA or using optional
mechanism. For details, see “Procedure for Application through the ASBA Process” and on page 87 of the Letter of Offer.

3) Credit of Rights Entitlements in demat accounts of Eligible Equity Shareholders:

In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Rights Issue Circular, the credit of Rights Entitlements and
Allotment of Rights Equity Shares shall be made in dematerialized form only. Prior to the Issue Opening Date i.e. Tuesday, 06th February, 2024, our
Company shall credit the Rights Entitlements to (i) the demat accounts of the Eligible Equity Shareholders holding the Equity Shares in dematerialised
7
form; and (ii) a Right Entitlement Demat Suspense Account (namely, “INDIAN INFOTECH AND SOFTWARE LIMITED- Right Entitlement
Demat Suspense Account”) opened by our Company, for the Eligible Equity Shareholders which would comprise Rights Entitlements relating to (a)
Equity Shares held in a demat suspense account pursuant to Regulation 39 of the SEBI Listing Regulations; or (b) Equity Shares held in the account
of IEPF authority; or (c) the demat accounts of the Eligible Equity Shareholder which are frozen or details of which are unavailable with our Company
or with the Registrar on the Record Date; or (d) Equity Shares held by Eligible Equity Shareholders holding Equity Shares in physical form as on
Record Date where details of demat accounts are not provided by Eligible Equity Shareholders to our Company or Registrar; or (e) credit of the Rights
Entitlements returned / reversed / failed; or (f) the ownership of the Equity Shares currently under dispute, including any court proceedings. Eligible
Equity Shareholders are requested to provide relevant details (such as copies of self-attested PAN and client master sheet of demat account etc., details
/ records confirming the legal and beneficial ownership of their respective Equity Shares) to the Company or the Registrar not later than two Working
Days prior to the Issue Closing Date to enable the credit of their Rights Entitlements by way of transfer from the demat suspense escrow account to
their demat account at least one day before the Issue Closing Date, to enable such Eligible Equity Shareholders to make an application in this Issue,
and this communication shall serve as an intimation to such Eligible Equity Shareholders in this regard. Such Eligible Equity Shareholders are also
requested to ensure that their demat account, details of which have been provided to the Company or the Registrar account is active to facilitate the
aforementioned transfer.

4) Application by Eligible Equity Shareholders holding Equity Shares in physical form:

Please note that in accordance with Regulation 77A of the SEBI (ICDR) Regulations read with the SEBI Rights Issue Circulars, the credit of Rights
Entitlements and Allotment of Equity Shares shall be made in dematerialised form only. Accordingly, Eligible Equity Shareholders holding Equity
Shares in physical form as on Record Date and desirous of subscribing to Equity Shares in this Issue are advised to furnish the details of their demat
account to our Company or Registrar at least two Working Days prior to the Issue Closing Date, to enable the credit of their Rights Entitlements in
their respective demat accounts at least one day before the Issue Closing Date.

In accordance with the SEBI Rights Issue Circulars, (a) the Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date;
or (b) the Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date and who have not furnished the details of their
demat account to our Company or Registrar at least two Working Days prior to the Issue Closing Date, desirous of subscribing to Rights Shares may
also apply in this Issue during the Issue Period. Application by such Eligible Equity Shareholders is subject to following conditions:

a) The Eligible Equity Shareholders are residents;

b) The Eligible Equity Shareholders are not making payment from non-resident account;
c) The Eligible Equity Shareholders shall not be able to renounce their Rights Entitlements; and
d) The Eligible Equity Shareholders shall receive Rights Shares, in respect of their Application, only in demat mode.

Prior to the Issue Opening Date, the Rights Entitlements of those resident Eligible Equity Shareholders, among others, who hold Equity Shares in
physical form, and whose demat account details are not available with our Company or Registrar, shall be credited in a demat suspense escrow account
opened by our Company.

Accordingly, such resident Eligible Equity Shareholders are required to send a communication to our Company containing the name(s), Indian address,
email address, contact details and the details of their demat account along with copy of self- attested PAN and self-attested client master sheet of their
demat account either by post, speed post, courier, electronic mail, or hand delivery, to enable process of credit of Rights Shares in such demat account.

5) Other important links and helpline:

The Investors can visit following links for the below-mentioned purposes:

a) Frequently asked questions and online / electronic dedicated investor helpdesk for guidance on the Application process and resolution of
difficulties faced by the Investors: https://purvashare.com
b) Updation of Indian address / email address / mobile number in the records maintained by the Registrar or our Company: https://purvashare.com
c) Updation of demat account details by Eligible Equity Shareholders holding shares in physical form: https://purvashare.com

Renouncees

All rights or obligations of the Eligible Equity Shareholders in relation to Applications and refunds relating to the Issue shall, unless otherwise specified,
apply to the Renouncee(s) as well.

8
 DECLARATION BY OUR COMPANY

We hereby certify that no statement made in this Abridged Letter of Offer contravenes any of the provisions of the Companies Act and the rules made
thereunder. We further certify that all the legal requirements connected with the Issue as also the regulations, guidelines, instructions, etc., issued by
SEBI, the Government of India and any other competent authority in this behalf, have been duly complied with. We further certify that all disclosures
made in this Abridged Letter of Offer are true and correct.

SIGNED BY ALL THE DIRECTORS OF OUR COMPANY

NAME AND DESIGNATION SIGNATURE

Mr. Manish Badola (Managing Director) Sd/-
DIN: 05016172

Mr. Hemant Vadilal Modi Sd/-

(Executive Director cum Chief Financial Officer)
DIN: 09630204

Ms. Aksha Bihani (Independent Director)

DIN: 08102933

Mr. Vinay Kumar K Yadav (Independent Director) Sd/-

DIN: 09630182

Mr. Hari Singh Rao (Independent Director) Sd/-

DIN: 05132581

Mr. Sandeep Kumar Sahu (Independent Director) Sd/-

DIN: 06396817

SIGNED BY THE CHIEF FINANCIAL OFFICER AND THE COMPANY SECRETARY AND COMPLIANCE OFFICER OF OUR
COMPANY

Sd/- Sd/-
MR. Hemant Vadilal Modi MR. Mushahid Khan
Chief Financial Officer Company Secretary and Compliance Officer
PAN: ANPPM7578P PAN: BMLPK4089F

Place: Mumbai
Date: January 15, 2024