Aditya Infotech Ltd IPO

Largest Indian player in the growing Indian security and video surveillance market focusing on commercial and consumers segments with strong brand recall.

Pan-India sales, distribution and service network catering to a diversified customer base.

Comprehensive portfolio of electronic security and surveillance products, solutions and services, providing end to end security solutions across verticals.

Advanced manufacturing and research and development capabilities with focus on quality.

Entrenched relationships augmenting technology competencies and sourcing capabilities.

Experienced management team backed by a committed employee base.

Its financial performance is primarily dependent on the revenue from sale of closed circuit television ("CCTV") cameras, network video recorders ("NVRs"), digital video recorders ("DVRs") and pan-tilt-zoom ("PTZ") cameras which collectively contributed to 77.47% of its revenue from operations in Fiscal 2025. Variations in demand and changes in consumer preference towards CCTV cameras, NVRs, DVRs, PTZs cameras and other surveillance equipment could have an adverse effect on its business, results of operations, cash flows and financial condition.

The company depends on a limited number of suppliers for parts, materials and products. Any interruption in the availability of parts, materials and products could adversely affect its business, results of operations, cash flows and financial condition.

Its import a portion of the company parts and materials primarily from China. Any restrictions on imports or fluctuation in global commodity prices that affect its parts and materials could adversely affect the company business, results of operations, cash flows and financial condition.

Its manufacturing facility is located in Andhra Pradesh, which exposes its operations to potential risks arising from local and regional factors such as adverse social and political events, weather conditions and natural disasters.

A significant portion of its revenue from operations is generated from sale of products supplied by Dahua which contributed to 24.65% of the company revenue from operations in Fiscal 2025. Any disruption in the supply of products for sale by Dahua at commercially viable terms, or demand thereof, may adversely affect its business, results of operations, cash flows and financial condition. Further, the company distribution agreements with Dahua have certain restrictive covenants and can be terminated without cause, which could negatively impact its business, results of operation and financial condition.

The company relies primarily on its synergies with AIL Dixon Technologies India Private Limited and Dixon Technologies (India) Limited, for the manufacture of its products. Any disruption in the company relations may adversely affect its business, results of operations, cash flows and financial condition.

The company may be restricted from offering its products in certain geographical region pursuant to arrangement with CP Plus FZE, UAE, which may adversely affect the company business, results of operations, financial condition and cash flows.

The company is subject to strict quality requirements and the sale of its products is dependent on the company quality controls and standards. Any failures to comply with quality standards may adversely affect its business, results of operations, cash flows and financial condition.

Any disruption or shutdown of its warehouse facilities, or failures to achieve optimal capacity utilisation at such facilities could adversely affect the company business, results of operations and financial condition.

The company branch offices, service centers and experience centers are located on leased premises. The company cannot assure you that the lease deeds governing its premises will be renewed upon termination or that the company will be able to obtain other premises on same or similar commercial terms.

Its may not be able to successfully develop new products and technology capabilities if the company is unable to identify emerging trends, which could adversely impact its business, results of operations, cash flows and financial condition.

If the company cannot implement its surveillance solutions for clients, integrate the company systems or resolve technical issues in a timely manner, its may lose clients and the company reputation, business, results of operations and prospects may be adversely affected.

The company is unable to trace some of its historical records including forms filed with the Registrar of Companies

The company does not generate recurring revenues as part of its integrated security-related projects. Failures to acquire new business could adversely affect its business, results of operations, cash flows and financial condition.

The company has witnessed negative cash flow from operating activities in Fiscal 2024. Any negative cash flows in the future would adversely affect its cash flow requirements, which may adversely affect our ability to operate the company business and its financial condition.

The company is faced with the risk of customer concentration since its derive a significant portion of the company revenue from key customers. A loss of one or more of its key customers, or a reduction in their demand for the company products, could adversely affect its business, results of operations, cash flows and financial condition.

If the company is unable to maintain its relationships with the company distributors and system integrators or if any of these parties change the terms of their arrangements with it, the company business could be adversely affected.

Its may not be successful in maintaining and enhancing awareness of the company brands. Any deterioration in public perception of its brands could affect customer foot fall and consequently adversely impact the company business, financial condition, cash flows and results of operations.

Its ability to access capital at attractive costs depends on the company credit ratings. Non-availability of credit ratings or a poor rating may restrict its access to capital and thereby adversely affect the company business, results of operations, cash flows and financial condition.

Under-utilization of its manufacturing facility could have an adverse effect on the company business, results of operations, cash flows and financial condition.

The company has incurred capital expenditure in the past and will continue to incur capital expenditure in the future, and such expenditure may not yield the benefits the company anticipate.

If the company is unable to effectively manage or expand its retail network and operations or pursue the company growth strategy, its new stores may not achieve the company expected level of profitability which may adversely affect its business prospects, financial condition and results of operations.

Growth achieved by the Company in last few years does not guarantee the future performance of the Company. An inability to effectively manage its growth and expansion may have an adverse effect on the company business prospects and future financial performance.

Its distribution agreements with Dahua have certain restrictive covenants and can be terminated without cause, which could negatively impact the company business, results of operation and financial condition.

Delay/default in payment of statutory dues and delay in form filings may attract penalties and in turn have an adverse impact on its financial condition.

The company faces competition that may result in a loss of our market share and/or a decline in its profitability.

Its inability to collect receivables and default in payment from the company customers could result in the reduction of our profits and affect its cash flows.

Pricing pressure from customers may affect its gross margin, profitability and ability to increase the company prices, which in turn may adversely affect its business, results of operations, cash flows and financial condition.

Disruptions in its manufacturing operations could requires it to temporarily or permanently cease operations at the company manufacturing facility and requires it to incur additional expenditure to attempt to mitigate such disruption.

If any industrial accident, loss of human life or environmental damage were to occur at its manufacturing facility, the company could be subject to significant penalties, other actionable claims and, in some instances, criminal prosecution.

The company is reliant on its relationships with certain online marketplaces and disruptions to such relationships or changes in their business practices, may adversely affect its business and our financial condition, results of operations and cash flows.

Its warranty reserves may be insufficient to cover future warranty claims, which could adversely affect the company financial condition and results of operations.

Its may experience software defects, which could harm the company business and expose it to potential liability.

The company is exposed to the risks of fake, counterfeit, or substandard products being sold in the market, especially through online market places, in its name.

Its designs and products are not patented. If the company fails to keep its technical knowledge and process know-how confidential, the company may suffer a loss of its competitive advantage.

The Company has entered into various agreements with technology partners to collaborate on design and innovation of products and solutions. Any failures to comply with the terms of such agreements resulting in breach under such agreements may have monetary implications and cause the company reputational harm.

If the company experience insufficient cash flows from its operations or are unable to borrow to meet the company working capital requirements, it may materially and adversely affect its business, results of operations and cash flows.

Negative publicity against it, the company Subsidiaries, its Promoters, Promoter Group, the company customers or any of its or their affiliates could cause it reputational harm and could have an adverse effect on the company business, results of operations, cash flows and financial condition.

Its intellectual property rights may be difficult to enforce and protect, which could enable others to copy or use aspects of the company technology without compensating it, thereby eroding its competitive advantages.

Non-compliance with and changes in safety, environmental and labour laws and other applicable regulations, may adversely affect its business, results of operations, cash flows and financial condition.

Failures to maintain optimal inventory levels could increase our operating costs or lead to unfulfilled customer orders, either of which could have an adverse effect on its business, financial condition, results of operations and prospects.

The company is required to obtain, renew or maintain statutory and regulatory permits, licenses and approvals to operate its business and our manufacturing facility, and any delay or inability in obtaining, renewing or maintaining such permits, licenses and approvals could result in an adverse effect on its results of operation.

The company is exposed to the risks of providing solutions and services to the government and public sector enterprises.

Information relating to the installed manufacturing capacity and capacity utilisation of its manufacturing facility included in this Red Herring Prospectus are based on various assumptions and estimates and future production and capacity may vary.

Its operations depend on the availability of timely and cost-efficient transportation and other logistics facilities. Any prolonged disruption may adversely affect the company business, results of operations, cash flows and financial condition.

Its may be affected by strikes, work stoppages or increased wage demands by our employees that could interfere with the company operations.

Its insurance cover may not be adequate or the company may incur uninsured losses or losses in excess of its insurance coverage which could adversely affect the company business, results of operations, cash flows and financial condition.

Its manufacturing operations are dependent on adequate and uninterrupted external supply of electricity, fuel and water. Any disruption or shortage in electricity, fuel or water may lead to disruption in operations, higher operating cost and consequent decline in its operating margins.

The company is subject to several labour legislations and regulations governing welfare, benefits and training of its employees. Any increase in wage and training costs could adversely affect the company business, results of operations, cash flows and financial condition.

The company is subject to low margins owing to the competitive nature of the industry in which its operate and discount strategies that the company adopt for its operations.

Implementation of its growth strategies is subject to various risks and uncertainties. The company inability to grow its operations or execute such strategies could adversely affect the company business, financial condition and results of operations.

While the company has undertaken a bonus issue of Equity Shares in the past, there can be no assurances that the company will undertake a bonus issue of Equity Shares going forward.

There are outstanding legal proceedings involving us. Any adverse outcome in such proceedings may have an adverse impact on its reputation, business, results of operations, cash flows and financial condition.

Certain land allotted to it was cancelled by the New Okhla Industrial Development Authority ("Noida Authority"). In the event the company is unable to fulfil the conditions specified in relation to the allotment of the land, its business, financial condition and results of operations may be adversely impacted.

The company has incurred indebtedness and an inability to comply with repayment and other covenants in its financing agreements could adversely affect the company business and financial condition. In addition, certain of its financing agreements involve variable interest rates and an increase in interest rates may adversely affect the company business, results of operations, cash flows and financial condition.

Its international operations expose it to complex management, legal, tax and economic risks. The company purchase and supply arrangements may be governed by the laws of foreign jurisdictions and disputes arising from such arrangements may be subject to the exclusive jurisdiction of foreign courts.

Technology failures could disrupt its operations and adversely affect the company business operations and financial performance.

The company engage contract labour for carrying out certain functions of its business operations. Any default on payments to them by the agencies could lead to disruption of our manufacturing and business operations.

Industry information included in this Red Herring Prospectus has been derived from an industry report prepared by F&S exclusively commissioned and paid for by it for such purpose.

The company is dependent on a number of key personnel, including certain of its Directors, the company Key Managerial Personnel and its Senior Management Personnel, and the loss of or the company inability to attract or retain such persons could adversely affect its business, results of operations, cash flows and financial condition.

The company has certain contingent liabilities that have been disclosed in its financial statements, which if they materialize, may adversely affect the company results of operations, cash flows and financial condition.

Its business experiences seasonality, and any disruptions or underperformance during seasonal periods could negatively affect the company results of operations and financial condition.

Its Statutory Auditors have included certain emphasis of matter in their examination report on the Restated Consolidated Financial Information. There can be no assurance that any similar emphasis of matters will not form part of its financial statements for the future fiscal periods, which could subject it to additional liabilities due to which the company reputation and financial condition may be adversely affected.

Failures in internal control systems could cause operational errors which may have an adverse impact on its profitability.

Its may be subject to fraud, theft, employee negligence or similar incidents which may adversely affect the company business, results of operations, cash flows and financial condition.

A portion of the Net Proceeds are proposed to be utilized for repayment or pre-payment of certain borrowings availed by the Company from ICICI Bank Limited, which is an affiliate of ICICI Securities Limited, one of the BRLMs.

The company has issued Equity Shares during the preceding 12 months at prices that may be lower than the Offer Price.

Its may enter into necessary or desirable strategic acquisitions, or make acquisitions, or investments to grow the company business. Any failures to achieve the anticipated benefits from these strategic acquisitions, or investments with its existing business, could adversely affect the company.

Its Promoters have provided guarantees in connection with the company borrowings. Its business, results of operations, cash flows and financial condition may be adversely affected by the revocation of all or any of the guarantees provided by them in connection with its borrowings.

Its funding requirements and proposed deployment of the Net Proceeds are based on management estimates and may be subject to change based on various factors, some of which are beyond the company control.

Any variation in the utilisation of the Net Proceeds from the Fresh Issue amounting to ?5,000.00 million in Fiscal 2026 would be subject to certain compliance requirements, including prior shareholders` approval.

The average cost of acquisition of Equity Shares by the Selling Shareholders, including its Promoters could be lower than the floor price of the Price Band.

The Company will not receive any proceeds from the Offer for Sale.

Its ability to pay dividends in the future will depends upon its future earnings, financial condition, cash flows, working capital requirements and capital expenditures and the terms of the company financing arrangements.

Certain unsecured loans have been availed by it which may be recalled by lenders.

its Promoters and Promoter Group will continue to exercise significant influence over the company after completion of the Offer.

Its individual Promoters, Hari Shanker Khemka, Rishi Khemka and Aditya Khemka, are interested in the Company`s performance in addition to their remuneration and reimbursement of expenses.

Its Promoters, Directors, Key Managerial Personnel and other key executives of the Company may enter into ventures that may lead to real or potential conflicts of interest with its business. Further, conflicts of interest may arise out of common business objects between the Company and Group Companies.

The company enter into certain related party transactions in the ordinary course of its business and the company cannot assure you that such transactions will not have an adverse effect on its business, results of operations, cash flows and financial condition.

The company has in this Red Herring Prospectus included certain non-GAAP financial measures and Key Performance Indicators ("KPIs") that may vary from any standard methodology that is applicable across its industry. The company relies on certain assumptions and estimates to calculate such measures, therefore such measures may not be comparable with financial, operational or industry-related statistical information of similar nomenclature computed and presented by other similar companies.

Significant differences exist between Ind AS used to prepare its financial information and other accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of its financial condition.