Quick Summary
SEBI’s final order dated August 28, 2026 held Trafiksol ITS Technologies Limited and its promoters, Jitendra Narayan Das and Poonam Das, responsible for using a fabricated vendor quotation in their ₹44.87 crore SME IPO and for inflating sales in their financial disclosures.
All three are barred from the securities market for 1 year and fined a combined ₹1.05 crore. The IPO itself was already cancelled in December 2024 and investor money refunded with interest.
Trafiksol’s shares were about to list on BSE’s SME platform after its IPO was oversubscribed 345 times. Then a complaint exposed that its ₹17.70 crore software vendor was a shell company. SEBI’s final order now finds the promoters knew, and fines them for inflated sales too.
An IPO that was oversubscribed 345 times, then frozen
Trafiksol ITS Technologies Limited filed its papers to list on the SME platform of BSE in mid 2024. The company makes intelligent traffic systems, and its Chairman and Managing Director, Jitendra Narayan Das, held himself out as an experienced hand in that sector.
The IPO opened for subscription on September 10, 2024 and closed two days later. It was oversubscribed 345.65 times, and shares were allotted on September 16, 2024 at the top end of the price band, raising ₹44.87 crore. Listing on BSE was scheduled for the very next day.
It never happened. A complaint reached SEBI and BSE alleging that Trafiksol’s plan to spend ₹17.70 crore of the IPO money, nearly 40% of the total raise, on a piece of traffic management software did not add up.
The ₹17.70 crore software vendor that turned out to be a shell company
Trafiksol had based its cost estimate for this software, called an Integrated Command Control Centre system, on a quotation from a company called Oasis Corpcare Private Limited.
SEBI’s investigation found Oasis had filed no financial statements with the Ministry of Corporate Affairs for over 3 years, reported nil revenue in its last filed year, and its office was found locked during a site visit. Its own former director stated he had bought the entire company for just ₹20,000.
The quotation itself came through a middleman named Vijay Oswal, and call records placed Trafiksol’s Jitendra Das, the middleman and an Oasis director together at one location on the evening BSE first questioned the vendor’s credentials. Two companies Oasis claimed as clients told SEBI they had never dealt with it.
SEBI’s earlier order in this matter, dated December 3, 2024, found Oasis to be a shell entity and concluded that Trafiksol had relied on a sham quotation and then joined in covering it up once questions were raised. The Securities Appellate Tribunal upheld that finding on appeal in January 2025, noting the company’s own board had approved the vendor within two days without checking its credentials.
Investors have already been refunded
Because investor money was locked up while this was being sorted out, SEBI moved fast on the vendor issue alone. Its December 2024 order directed Trafiksol to refund every investor who was allotted shares in the IPO, and to cancel those shares.
That refund, with interest, has already happened. This new order does not reopen that question. It deals with everything else the investigation turned up once it dug deeper: how the promoters were personally responsible, whether the company’s financial disclosures were accurate, and whether a separate related party payment should have been disclosed.
📸 Screenshot to use:
The paragraph summarising the December 3, 2024 order directing refund of investor money and cancellation of shares (early in the Background section).
Sales that did not match the company’s own books
SEBI’s order finds that Trafiksol’s offer document overstated its revenue for FY 2023-24 by about ₹22.01 crore and its purchases by about ₹8.95 crore.
A large part of this came from transactions with two entities, Limco Global Services and Ishira Global Service, that the order calls fictitious. Goods were shown moving from Limco to Trafiksol to Ishira, but the order finds the material never actually reached Trafiksol, and that money Trafiksol showed as received from Limco was in fact funded by Trafiksol itself through a circular flow involving Ishira.
On top of this, ₹4.5 crore of sales for March 2024 were booked purely through journal entries with no matching GST filings. When asked, Jitendra Das told SEBI in a recorded statement that this was a book entry to inflate turnover, though he put the figure at ₹2.5 crore rather than the ₹4.5 crore SEBI found.
The order also finds that ₹45 lakh paid to a consultancy firm for IPO related work was wrongly booked as a loan and advance instead of an expense, which understated the company’s costs and overstated its profit for the year.
An undisclosed ₹67 lakh payment connected to the merchant banker
Separately, the order examines a ₹67 lakh payment Trafiksol made in January 2024 to Prakash Gourishankar Jhunjhunwala, the father of Abhishek Jhunjhunwala, a director of Ekadrisht Capital, the sole merchant banker running Trafiksol’s IPO.
Trafiksol said this was a security deposit and advance for office space in Mumbai that was later cancelled and mostly refunded. SEBI’s order accepts that a genuine leave and license arrangement existed and does not find that it was structured as a bribe.
But the order finds that as of May 31, 2024, when Trafiksol filed its draft offer document, this ₹67 lakh exposure to the merchant banker’s family had not yet been resolved, and should have been disclosed as a related party matter. Not disclosing it is held to be a violation of India’s public issue disclosure rules, even though SEBI stopped short of calling it fraud.
Why both promoters were held responsible, but not equally
SEBI’s order draws a clear line between Jitendra Das and Poonam Das.
Jitendra Das, as Chairman and Managing Director, is found to have been directly involved in engaging Oasis and in giving SEBI a misleading account of how that engagement came about when questioned.
Poonam Das, the Whole-Time Director, argued that finance and vendor selection were not her responsibility. SEBI’s order rejects that defence, noting she signed and certified the company’s financial statements and the board resolution approving the Oasis quotation. But the order also records that her role was one of inadequate diligence rather than direct involvement, which is why her penalty is lower than her husband’s.
The charge SEBI could not make stick
Not every allegation in the show cause notice survived. SEBI had also accused Jitendra Das of destroying evidence, pointing to a mobile phone he discarded during the investigation and statements it called evasive.
The order finds his answers evasive in places, but concludes there was not enough proof that any specific evidence was actually lost because of the discarded phone, since Jitendra Das said the data was backed up separately. That particular charge, of concealing facts and destroying evidence under oath, was not sustained.
Is Trafiksol or its promoters SEBI registered intermediaries?
No. Trafiksol ITS Technologies is a listed company, and Jitendra Das and Poonam Das are its promoters and directors, not SEBI registered brokers, advisers or portfolio managers.
Ekadrisht Capital, the merchant banker that ran this IPO, is a SEBI registered intermediary. But its own case, and that of its key managerial staff, has not been decided in this order, since a settlement application filed by the merchant banker is still pending with SEBI.
What the final order directs
SEBI’s order under Sections 11(1), 11(4) and 11B(1) of the SEBI Act bars Trafiksol, Jitendra Das and Poonam Das from accessing the securities market, and from buying, selling or dealing in securities in any way, for 1 year from the date of this order, that is, until August 28, 2027.
It also imposes monetary penalties. Trafiksol has to pay ₹30 lakh. Jitendra Das has to pay ₹50 lakh, the largest individual amount, reflecting his direct role. Poonam Das has to pay ₹25 lakh. Together, that is ₹1.05 crore, payable within 45 days.
The order notes as a mitigating factor that this case did not end up causing IPO subscribers any loss, since the issue was cancelled and their money refunded with interest before the shares ever listed.
📸 Screenshot to use:
The penalty table under paragraph 144.3 showing the amount due from each Noticee (Page 84 of the order).
What this means if you applied for the Trafiksol IPO
If you were allotted Trafiksol shares in September 2024, your money was already refunded with interest under SEBI’s December 2024 order, and the shares you were allotted were cancelled. This new order does not change that outcome.
What it adds is accountability. It confirms, after a fuller investigation, that the company’s promoters personally knew about or were responsible for the false vendor quotation and the inflated sales figures that could have misled investors had the IPO actually listed.
For anyone evaluating an SME IPO in future, this case is a reminder to look past the headline subscription numbers and check whether the company’s stated use of issue proceeds, especially large single line items like vendor contracts, holds up to scrutiny.
If you ever need to complain about a SEBI registered entity
Trafiksol and its promoters are not SEBI registered intermediaries, so a direct intermediary complaint does not apply here. But if you ever face an issue with a broker, adviser or portfolio manager, these are the official channels.
Start with SEBI’s own SCORES portal to file a formal complaint against any SEBI registered entity: SCORES SEBI complaint portal
If your grievance is against a stockbroker specifically, here is how to raise it correctly: file a complaint against a stock broker
For issues with a research analyst who gave you paid recommendations, there is a separate process: complaint against a SEBI registered research analyst
Problems with a registered investment adviser follow their own track, explained here: file complaint against an RIA
If a portfolio manager mismanaged your funds, this guide walks through the steps: how to file a complaint against portfolio managers
General complaints against any SEBI registered intermediary can also go through this route: complaint against SEBI intermediaries
For exchange level issues, BSE has its own investor grievance process: BSE complaint portal
NSE runs a similar portal for disputes on its platform: file a complaint in NSE
If your complaint doesn’t get resolved directly, SEBI’s online dispute resolution mechanism is the next step: Smart ODR complaint portal
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Frequently Asked Questions
SEBI's final order dated August 28, 2026 found that Trafiksol used a fabricated quotation from a shell company for a ₹17.70 crore software purchase in its IPO, inflated its FY 2023-24 revenue by about ₹22 crore, and did not disclose a ₹67 lakh payment connected to its merchant banker.
No. BSE deferred the listing after a complaint surfaced, SEBI froze the IPO proceeds in an interim order, and its December 2024 order directed Trafiksol to refund all investors and cancel the allotted shares.
Trafiksol, Jitendra Narayan Das and Poonam Das were fined a combined ₹1.05 crore, made up of ₹30 lakh, ₹50 lakh and ₹25 lakh respectively, and all three are barred from the securities market for 1 year.
No. SEBI found his answers during questioning evasive in places, but concluded there wasn't enough evidence that any material information was actually lost when he discarded an old mobile phone, so that specific charge was not sustained.
No. It is a listed company, not a SEBI registered broker, adviser or portfolio manager. Its merchant banker, Ekadrisht Capital, is SEBI registered, but that firm's own case is still pending through a separate settlement application.
Yes, that has already happened. SEBI's earlier order in December 2024 directed a full refund with interest and cancelled the shares that were allotted, before this final order was even issued.
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