


# FORM NO. PAS-3 Return of Allotment

[Pursuant to section 39(4) and 42 (9) of the Companies Act, 2013 and rule 12 and 14 Companies (Prospectus and Allotment of Securities) Rules, 2014]

**Form language** ⊙ English ○ Hindi

**Refer the instruction kit for filing the form.**

1.(a) *Corporate Identity Number (CIN) of company | U85123DL2018PTC312456 | Pre-fill

(b) Global Location Number (GLN) of Company |

2.(a) Name of the company | NEXUS BRIGHTLEARN SOLUTIONS PRIVATE LIMITED

(b) Address of the Registered office of the company | KRISHNA TOWER PLOT NO-45 SECTOR-12 DWARKA NEW DELHI New Delhi Delhi 110075

(c) *Email Id of the company | arunsethi@outlook.com

3. Securities allotted payable in cash

*Number of allotments | 1

1 (i)* Date of allotment | 15/05/2019 | (DD/MM/YYYY)

(ii)(a) Date of passing shareholders' resolution | | (DD/MM/YYYY)

(b) SRN of Form No. MGT-14 |

<table>
  <tbody>
    <tr>
        <td>Particulars</td>
<td></td>
<td>Preference shares</td>
<td>☑ Equity shares without Differential rights</td>
<td>Equity Shares with differential rights</td>
<td>Debentures</td>
    </tr>
<tr>
        <td>Brief particulars of terms and conditions</td>
<td></td>
<td></td>
<td>Ranking pari passu with existing shares</td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Number of securities allotted</td>
<td></td>
<td></td>
<td>960</td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Nominal amount per security</td>
<td>(in Rs.)</td>
<td></td>
<td>10</td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Total nominal amount</td>
<td>(in Rs.)</td>
<td></td>
<td>9600</td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Amount paid per security on application (excluding premium)</td>
<td>(in Rs.)</td>
<td></td>
<td>10</td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Total amount paid on application (excluding premium)</td>
<td>(in Rs.)</td>
<td></td>
<td>9600</td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Amount due and payable on per security on allotment(excluding premium)</td>
<td>(in Rs.)</td>
<td></td>
<td>0</td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Total amount paid on allotment (excluding premium)</td>
<td>(in Rs.)</td>
<td></td>
<td>0</td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Premium amount per security due and payable (if any)</td>
<td>(in Rs.)</td>
<td></td>
<td>7850</td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Total premium amount due and payable (if any)</td>
<td>(in Rs.)</td>
<td></td>
<td>7536000</td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Premium amount paid per security (if any)</td>
<td></td>
<td></td>
<td>7850</td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Total premium amount paid (if any)</td>
<td>(in Rs.)</td>
<td></td>
<td>7536000</td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Amount of discount per security (if any)</td>
<td>(in Rs.)</td>
<td></td>
<td>0</td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Total discount amount (if any)</td>
<td>(in Rs.)</td>
<td></td>
<td></td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Amount to be paid on calls per security (if any) (excluding premium)</td>
<td>(in Rs.)</td>
<td></td>
<td>0</td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Total amount to be paid on calls (if any) (excluding premium)</td>
<td>(in Rs.)</td>
        <td colspan="4"></td>
    </tr>
  </tbody>
</table>

Page 1 of 5


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## 4. Securities allotted for consideration other than cash

\* Number of allotments |___|

(i)\* Date of allotment |___________________| (DD/MM/YYYY)

(ii)(a) Date of passing shareholders' resolution |___________________| (DD/MM/YYYY)

(b) SRN of Form No. MGT-14 |___________________|

<table>
  <thead>
    <tr>
        <th>Particulars</th>
        <th></th>
        <th>Preference shares</th>
        <th>Equity shares without Differential rights</th>
        <th>Equity Shares with differential rights</th>
        <th>Debentures</th>
    </tr>
  </thead>
  <tbody>
    <tr>
        <td>Number of securities allotted</td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Nominal amount per security</td>
<td>(in Rs.)</td>
<td></td>
<td></td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Total nominal amount</td>
<td>(in Rs.)</td>
<td></td>
<td></td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Amount to be treated as paid up on each security</td>
<td>(in Rs.)</td>
<td></td>
<td></td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Premium amount per security (if any)</td>
<td>(in Rs.)</td>
<td></td>
<td></td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Total premium amount (if any)</td>
<td>(in Rs.)</td>
<td></td>
<td></td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Amount of discount per security (if any)</td>
<td>(in Rs.)</td>
<td></td>
<td></td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Total discount amount (if any)</td>
<td>(in Rs.)</td>
        <td colspan="4"></td>
    </tr>
  </tbody>
</table>

(iv)\* Details of consideration

<table>
  <thead>
    <tr>
        <th>Consideration for which such securities have been allotted</th>
        <th>Description of the consideration</th>
        <th>Value (amount in Rs.)</th>
    </tr>
  </thead>
  <tbody>
    <tr>
        <td>(a) Property and assets acquired</td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>(b) Goodwill</td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>(c) Services (give nature of services)</td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>(d) Conversion of Debentures</td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>(e) Conversion of Loans</td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>(f) Other items (to be specified)</td>
        <td colspan="2"></td>
    </tr>
  </tbody>
</table>

(v)\* Whether an agreement or contract is executed in writing for allotting securities for consideration other than cash
(if yes, attach a copy of such agreement or contract). ⃝ Yes ⃝ No

(vi) Whether valuation report of the Valuated person has been obtained.

⃝ Yes ⃝ No

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## 5. Bonus shares issued

(a) Date of allotment | | (DD/MM/YYYY)
(b) Number of bonus shares | |
(c) Nominal amount per share (in Rs.) | |
(d) Amount to be treated as paid up per share (in Rs.) | |
(e) * Date of passing shareholders' resolution | | (DD/MM/YYYY)
(f) * SRN of Form No MGT-14 | |

## 6. In respect of private placement

(a) Category to whom allotment is made:

- [ ] Existing shareholders
- [ ] Employee
- [ ] Directors
- [ ] Qualified Institutional Buyers
- [ ] Others

(b) Declaration that in respect of preferential allotment or private placement the company has:

- [ ] allotted securities to less than two hundred persons in aggregate in a financial year excluding exempted categories;
- [ ] not allotted securities with an application size of less than twenty thousand per person;
- [ ] offered such securities through private placement offer letter and no prospectus or any other public advertisement has been issued for the same;
- [ ] completed allotment in respect of earlier private placement offers;
- [ ] received money payable on subscription of such securities through cheque or demand draft or other banking channels but not in cash;
- [ ] made such offers only to the persons whose names were recorded by the company prior to such invitation and such persons have received such offer by name;
- [ ] Maintained a complete record of such offers and acceptances in Form No. PAS-5.

## 7.* Capital structure of the company after taking into consideration the above allotment(s) of shares:

<table>
  <tbody>
    <tr>
        <td>Particulars</td>
<td>Authorized capital of the company</td>
<td>Issued capital of the company</td>
<td>Subscribed capital</td>
<td>Paid up capital</td>
    </tr>
<tr>
        <td>Number of equity shares</td>
<td>30000</td>
<td>19321</td>
<td>19321</td>
<td>19321</td>
    </tr>
<tr>
        <td>Nominal amount per equity share</td>
<td>10</td>
<td>10</td>
<td>10</td>
<td>10</td>
    </tr>
<tr>
        <td>Total amount of equity shares</td>
<td>300000</td>
<td>193210</td>
<td>193210</td>
<td>193210</td>
    </tr>
<tr>
        <td>Number of preference shares</td>
<td>0</td>
<td>0</td>
<td>0</td>
<td>0</td>
    </tr>
<tr>
        <td>Nominal value per preference share</td>
<td></td>
<td></td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Total amount of preference shares</td>
<td></td>
<td></td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Unclassified shares</td>
<td></td>
<td></td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Total amount of unclassified shares (in Rs.)</td>
<td></td>
<td></td>
<td></td>
<td></td>
    </tr>
<tr>
        <td>Total</td>
<td>300000</td>
<td>193210</td>
<td>193210</td>
<td>193210</td>
    </tr>
  </tbody>
</table>



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8.* Debt Structure of the company after taking into consideration the above allotment(s) of debentures/ other security:

<table>
  <tbody>
    <tr>
        <td>Particulars</td>
<td>Total number of securities</td>
<td>Nominal value per unit of security</td>
<td>Total amount</td>
    </tr>
<tr>
        <td>Debentures</td>
<td>0</td>
<td>0</td>
<td>0</td>
    </tr>
<tr>
        <td>Secured loans</td>
<td></td>
<td></td>
<td>0</td>
    </tr>
<tr>
        <td>Others, specify</td>
<td>0</td>
<td>0</td>
<td>945678</td>
    </tr>
  </tbody>
</table>

9.* Whether complete list of allottees has been enclosed as an attachment. ⦿ Yes ○ No
In case No, then submit the details of all the allottees in a CD separately.

## Attachments

List of attachments

1.* List of allottees. Attach separate list for each allotment (refer instruction kit for format).If not attached, then it shall be submitted separately in a CD.

[Attach]

List of Allottees-Nexus Brightlearn- 15 May CTC - BR allotment shares 15 May 2019.pdf

2.* Copy of Board or shareholders' resolution.

[Attach]

[Remove attachment]

7. Optional attachment(s), if any.

[Attach]

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## Declaration

I am authorized by the Board of Directors of the Company vide resolution no * 4 dated * 15/05/2019
to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of
thesubject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in
the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been
suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of
Association and Articles of Association.

It is further declared and verified that:

1. All the required attachments have been completely, correctly and legibly attached to this form.
2. The list of allottees is correct and complete as per records of the company.
3. Where the securities are issued other than cash, the contract as well as list of allottees and any other contract of sale, or a
contract for services or other consideration in respect of which that allotment is made is attached herewith. If not, then an
attachment has been attached by the company mentioning all the particulars of the contract in writing.

* **To be digitally signed by**

[Digital signature box showing:
ARUN
VIKRAM
SETHI
Date: 2019.05.15
17:36:35 +05'30']

* Designation Director

* Director identification number of the director; OR
DIN or PAN of the manager or CEO or CFO; or
Membership number of the Company Secretary

08745632

### Certificate by practicing professional

I declare that I have been duly engaged for the purpose of certification of this form. It is hereby certified that I have gone
through the provisions of the Companies Act, 2013 and rules thereunder for the subject matter of this form and matters
incidental thereto and I have verified the above particulars (including attachment(s)) from the original/certified records
maintained by the Company/applicant which is subject matter of this form and found them to be true, correct and complete
and no information material to this form has been suppressed. I further certify that:

i. The said records have been properly prepared, signed by the required officers of the Company and maintained as per
the relevant provisions of the Companies Act, 2013 and were found to be in order;
ii. All the required attachments have been completely and legibly attached to this form.

* **To be digitally signed by**

* ⃝ Chartered accountant (in whole-time practice) or ⃝ Cost accountant (in whole-time practice) or
⃝ Company secretary (in whole-time practice)

* Whether associate or fellow ⃝ Associate ⃝ Fellow

* Membership number

* Certificate of practice number

**Note: Attention is drawn to provisions of Section 448 of the Companies Act, 2013 which provide for punishment for false
statement and certification.**

[Modify] [Check Form] [Prescrutiny] [Submit]

**This eForm has been taken on file maintained by the registrar of companies through electronic mode and on
the basis of statement of correctness given by the filing company.**

[Digital stamp showing:
DS MINISTRY OF
CORPORATE
AFFAIRS 01]

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