Sebi has barred Trafiksol ITS Technologies and its promoters Jitendra Narayan Das and Poonam Das from the securities market for one year in connection with alleged misleading disclosures in the company’s SME IPO.
The regulator also imposed monetary penalties on the company and the two promoters. Trafiksol has been directed to pay Rs 30 lakh, Jitendra Das Rs 50 lakh and Poonam Das Rs 25 lakh, according to a final order passed by Sebi whole-time member Amarjeet Singh.
The order relates to Trafiksol’s IPO on the BSE SME platform. The company had proposed a fresh issue of 64.1 lakh shares at a price band of Rs 66-70 per share. The IPO was open between September 10 and September 12, 2024, and was subscribed 345.65 times. The issue was priced at Rs 70 per share, raising Rs 44.87 crore.
The listing was scheduled for September 17, 2024, but was deferred after complaints were received by Sebi and BSE. The complaints questioned the proposed use of Rs 17.7 crore of IPO proceeds for purchase of software from Oasis Corpcare Pvt Ltd, which Sebi later described as a shell entity lacking the credentials to execute the software contract.
IPO had already been unwound
Sebi had earlier passed an order in December 2024 directing Trafiksol to refund money to IPO investors and cancel the shares issued to allottees. The Securities Appellate Tribunal later dismissed the company’s appeal in January 2025. The present final order deals with the remaining findings from Sebi’s investigation, including financial disclosures, concealment of material facts and submission of information related to Oasis.
Sebi said Trafiksol’s offer documents contained misleading financial disclosures. The regulator found that the company inflated revenue, purchases and trade receivables for FY24 and did not present the true nature and scale of its operations.
One key finding related to unbilled revenue of Rs 4.50 crore recorded through journal entries on March 31, 2024. Sebi said the company did not produce work orders, milestone records or other documents to support the revenue. It also cited Jitendra Das’s statement during investigation that the entry was passed “to inflate the turnover”.
Sebi also examined transactions with Limco Global Services and Ishira Global Service. It found a pattern of reciprocal purchase and sale transactions, direct shipment of goods, matching goods and quantities, concentration of transactions near the year-end and weak cash realisation.
The regulator said Trafiksol acted substantially as an invoicing intermediary between Limco and Ishira, helping it record a larger sales and purchase footprint than the economic activity supported. It found that about Rs 13.4 crore of sales, including Rs 4.50 crore of unbilled revenue and about Rs 8.9 crore of goods sales, inflated revenue and represented more than 20% of Trafiksol’s FY24 revenue from operations of Rs 65.81 crore.
