DRAFT RED HERRING PROSPECTUS

Dated September 30, 2024

(Please read Section 32 of the Companies Act, 2013)
(This Draft Red Herring Prospectus will be updated
upon filing with the RoC)
(Please scan this QR 100% Book Built Offer
Code to view the DRHP)

ADITYA INFOTECH LIMITED

CORPORATE IDENTITY NUMBER: U74899DL1995PLC066784
E-MAIL AND
REGISTERED OFFICE CORPORATE OFFICE CONTACT PERSON WEBSITE
TELEPHONE
F-28, Okhla Industrial Area E-mail:
A-12, Sector 4 Roshni Tandon
Phase -1, New Delhi – 110 companysecretary@adityagro
Noida – 201 301 Company Secretary and www.adityagroup.com
020 up.com
Uttar Pradesh, India Compliance Officer
Delhi, India Telephone: +91 120 4555 666
NAMES OF OUR PROMOTERS: HARI SHANKER KHEMKA, ADITYA KHEMKA, ANANMAY KHEMKA AND HARI
KHEMKA BUSINESS FAMILY TRUST
DETAILS OF OFFER TO PUBLIC
FRESH ISSUE OFFER FOR TOTAL OFFER ELIGIBILITY – 6(1) / 6(2) & SHARE RESERVATION
TYPE
SIZE SALE SIZE SIZE AMONG QIB, NIB & RIB
Fresh Issue and Up to [●] Equity Up to [●] Equity Up to [●] Equity The Offer is being made pursuant to Regulation 6(2) of the
Offer for Sale Shares of face value Shares of face value Shares of face value Securities and Exchange Board of India (Issue of Capital and
of ₹1 each of ₹1 each of ₹1 each Disclosure Requirements) Regulations, 2018, as amended
aggregating up to aggregating up to aggregating up to (“SEBI ICDR Regulations”) as our Company did not fulfil
₹5,000.00 million ₹8,000.00 million ₹13,000.00 million the requirement under Regulation 6(1)(a) of the SEBI ICDR
Regulations. For further details, see “Other Regulatory and
Statutory Disclosures – Eligibility for the Offer” on page
404. For details of share reservation among QIBs, NIBs and
RIBs, see “Offer Structure” on page 425.
DETAILS OF THE OFFER FOR SALE BY THE SELLING SHAREHOLDERS
WEIGHTED AVERAGE
NUMBER OF SHARES OFFERED /
NAME TYPE COST OF ACQUISITION
AMOUNT (₹ IN MILLION)
PER EQUITY SHARE (IN ₹)*
Up to [●] Equity Shares of face value of ₹1
Aditya Khemka Promoter 0.10
each aggregating up to ₹5,240.04 million
Up to [●] Equity Shares of face value of ₹1
Ananmay Khemka Promoter Nil
each aggregating up to ₹123.16 million
Up to [●] Equity Shares of face value of ₹1
Rishi Khemka Promoter Group Nil
each aggregating up to ₹2,000.00 million
Up to [●] Equity Shares of face value of ₹1
Hari Shankar Khemka (HUF) Promoter Group 0.20
each aggregating up to ₹426.40 million
Up to [●] Equity Shares of face value of ₹1
Shradha Khemka Promoter Group 0.20
each aggregating up to ₹198.90 million
Up to [●] Equity Shares of face value of ₹1
Aditya Khemka (HUF) Promoter Group 0.20
each aggregating up to ₹11.50 million
*
As certified by RNBP & Co., Chartered Accountants, pursuant to their certificate dated September 30, 2024.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the
Equity Shares is ₹1 each. The Floor Price, Cap Price and Offer Price determined by our Company, in consultation with the Book Running Lead
Managers, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis
for the Offer Price” on page 126, should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are
listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity
Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can
afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision
in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks
involved. The Equity Shares in the Offer 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 contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited
to “Risk Factors” on page 39.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all
information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Draft
Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions
expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or
any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders
severally, and not jointly, accepts responsibility for and confirms the statements made or confirmed by such Selling Shareholder in this Draft Red
Herring Prospectus to the extent of information specifically pertaining to them and their respective portion of the Offered Shares, and assumes
responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. However, each of
the Selling Shareholders, severally and not jointly, assume no responsibility for any other statement, including, inter-alia, any of the statements
made by or relating to our Company or its business or any of the other Selling Shareholder in this Draft Red Herring Prospectus.
LISTING
The Equity Shares that will be offered through the Red Herring Prospectus are proposed to be listed on National Stock Exchange of India Limited
(“NSE”) and BSE Limited (“BSE”, and together with NSE, the “Stock Exchanges”). For the purposes of the Offer, [●] is the Designated Stock
Exchange.
BOOK RUNNING LEAD MANAGERS
NAME OF BRLM AND LOGO CONTACT PERSON E-MAIL AND TELEPHONE
E-mail: [email protected]
ICICI Securities Limited Ashik Joisar / Sumit Singh
Telephone: + 91 22 6807 7100
E-mail: [email protected]
IIFL Securities Limited Mansi Sampat / Pawan Jain
Telephone: + 91 22 4646 4728
REGISTRAR TO THE OFFER
NAME OF REGISTRAR CONTACT PERSON E-MAIL AND TELEPHONE
E-mail: [email protected]
Link Intime India Private Limited Shanti Gopalkrishnan
Telephone: + 91 810 811 4949
BID / OFFER PROGRAMME
ANCHOR
BID / OFFER BID / OFFER
INVESTOR [●] [●] [●]**#
* OPENS ON CLOSES ON**
BIDDING DATE
*
Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR
Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid / Offer Opening Date.
**
Our Company, in consultation with the BRLMs, may consider closing the Bid / Offer Period for QIBs one Working Day prior to the Bid /
Offer Closing Date in accordance with the SEBI ICDR Regulations.
#
The UPI mandate end time and date shall be at 5:00 p.m. on the Bid/Offer Closing Date.
 DRAFT RED HERRING PROSPECTUS
Dated September 30, 2024
Please read Section 32 of the Companies Act, 2013
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Offer

ADITYA INFOTECH LIMITED

Our Company was incorporated as ‘Perfect Lucky Goldstar International Limited’ at New Delhi, as a public limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated March 27, 1995 issued by
the RoC and commenced its business pursuant to a certificate for commencement of business dated April 21, 1995. Subsequently, pursuant to a resolution passed by our Shareholders in the annual general meeting held on August 6,
1997, the name of our Company was changed from ‘Perfect Lucky Goldstar International Limited’ to ‘Aditya Infotech Limited’, to reflect the main objects and activities of the Company more precisely, and consequently, a fresh
certificate of incorporation dated September 11, 1997 was issued by the RoC to our Company. For further details on the changes in the name and registered office of our Company, see “History and Certain Corporate Matters” on page
249.
Corporate identity number: U74899DL1995PLC066784; Website: www.adityagroup.com;
Registered Office: F-28, Okhla Industrial Area, Phase -1, New Delhi – 110 020, Delhi, India;
Corporate Office: A-12, Sector 4, Noida – 201 301, Uttar Pradesh, India;
Contact Person: Roshni Tandon, Company Secretary and Compliance Officer;
Telephone: +91 120 4555 666; E-mail: [email protected]
THE PROMOTERS OF OUR COMPANY ARE HARI SHANKER KHEMKA, ADITYA KHEMKA, ANANMAY KHEMKA AND HARI KHEMKA BUSINESS FAMILY TRUST
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH OF OUR COMPANY (“EQUITY SHARES”) FOR CASH AT A PRICE OF ₹[●] PER EQUITY SHARE (INCLUDING A SHARE
PREMIUM OF ₹[●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹13,000.00 MILLION (“OFFER”). THE OFFER COMPRISES A FRESH ISSUE OF UP TO [●] EQUITY SHARES OF FACE VALUE
OF ₹1 EACH AGGREGATING UP TO ₹5,000.00 MILLION (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH (“OFFERED SHARES”) AGGREGATING UP
TO ₹8,000.00 MILLION, COMPRISING UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹5,240.04 MILLION BY ADITYA KHEMKA, UP TO [●] EQUITY SHARES OF FACE VALUE
OF ₹1 EACH AGGREGATING UP TO ₹123.16 MILLION BY ANANMAY KHEMKA (COLLECTIVELY, THE “PROMOTER SELLING SHAREHOLDERS”), UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH
AGGREGATING UP TO ₹2,000.00 MILLION BY RISHI KHEMKA, UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹426.40 MILLION BY HARI SHANKAR KHEMKA (HUF), UP
TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹198.90 MILLION BY SHRADHA KHEMKA AND UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP
TO ₹11.50 MILLION BY ADITYA KHEMKA (HUF) (COLLECTIVELY, THE “PROMOTER GROUP SELLING SHAREHOLDERS” AND TOGETHER WITH THE PROMOTER SELLING SHAREHOLDERS, THE
“SELLING SHAREHOLDERS”), AND SUCH OFFER FOR SALE OF EQUITY SHARES BY THE SELLING SHAREHOLDERS, THE “OFFER FOR SALE”). THIS OFFER INCLUDES A RESERVATION OF UP TO [●]
EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹[●] (CONSTITUTING UP TO [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL) FOR PURCHASE BY ELIGIBLE
EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE
NET OFFER WOULD CONSTITUTE [●]% AND [●]%, RESPECTIVELY, OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL. OUR COMPANY, IN CONSULTATION WITH THE BRLMS, MAY OFFER A
DISCOUNT OF UP TO [●]% (EQUIVALENT TO ₹[●] PER EQUITY SHARE) TO THE OFFER PRICE TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE
DISCOUNT”).

OUR COMPANY, IN CONSULTATION WITH THE BRLMS, MAY CONSIDER A FURTHER ISSUE OF EQUITY SHARES THROUGH A PRIVATE PLACEMENT, PREFERENTIAL ALLOTMENT OR ANY OTHER
METHOD AS MAY BE PERMITTED UNDER APPLICABLE LAW, AGGREGATING UP TO ₹1,000.00 MILLION (THE “PRE-IPO PLACEMENT”), PRIOR TO THE FILING OF THE RED HERRING PROSPECTUS. THE
PRE-IPO PLACEMENT, IF UNDERTAKEN, WILL BE AT A PRICE TO BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLMS. IF THE PRE-IPO PLACEMENT IS COMPLETED, THE AMOUNT
RAISED PURSUANT TO THE PRE-IPO PLACEMENT WILL BE REDUCED FROM THE FRESH ISSUE, SUBJECT TO COMPLIANCE WITH RULE 19(2)(B) OF THE SCRR. THE PRE-IPO PLACEMENT, IF
UNDERTAKEN, SHALL NOT EXCEED 20% OF THE SIZE OF THE FRESH ISSUE. PRIOR TO THE COMPLETION OF THE OFFER, OUR COMPANY SHALL APPROPRIATELY INTIMATE THE SUBSCRIBERS TO
THE PRE-IPO PLACEMENT, PRIOR TO ALLOTMENT PURSUANT TO THE PRE-IPO PLACEMENT, THAT THERE IS NO GUARANTEE THAT OUR COMPANY MAY PROCEED WITH THE OFFER OR THAT THE
OFFER MAY BE SUCCESSFUL AND WILL RESULT IN THE LISTING OF THE EQUITY SHARES ON THE STOCK EXCHANGES. FURTHER, RELEVANT DISCLOSURES IN RELATION TO SUCH INTIMATION TO
THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT (IF UNDERTAKEN) SHALL BE APPROPRIATELY MADE IN THE RELEVANT SECTIONS OF THE RED HERRING PROSPECTUS AND PROSPECTUS.

THE FACE VALUE OF THE EQUITY SHARE IS ₹1 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND, THE MINIMUM BID LOT AND THE EMPLOYEE
DISCOUNT, IF ANY, WILL BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND WILL BE ADVERTISED IN ALL EDITIONS OF [●] (A WIDELY
CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), [●] EDITIONS OF [●] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER, HINDI ALSO BEING THE REGIONAL LANGUAGE OF DELHI
WHERE OUR REGISTERED OFFICE IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID / OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND
NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR REGULATIONS”).
In case of any revision in the Price Band, the Bid / Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid / Offer Period not exceeding 10 Working Days. In cases of
force majeure, banking strike or similar unforeseen circumstances, our Company may, in consultation with the BRLMs, for reasons to be recorded in writing, extend the Bid / Offer Period for a minimum of one Working Day, subject to the
Bid / Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid / Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and by
indicating the change on the respective website of the BRLMs and at the terminals of the Syndicate Members and by intimation to Designated Intermediaries and the Sponsor Bank(s), as applicable.
This Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities and Exchange Board of India (“SCRR”) read with Regulation 31 of the SEBI ICDR Regulations and in compliance with Regulation 6(2)
of the SEBI ICDR Regulations wherein not less than 75% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”, and such portion, the “QIB Portion”), provided that our Company,
in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (“Anchor Investor Portion”). One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation will be made to Anchor Investors, in accordance with the SEBI ICDR Regulations. In the event of under-subscription or non-allocation
in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion (other than the Anchor Investor Portion) (the “Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available for allocation on a
proportionate basis to Mutual Funds only, subject to valid Bids being received at or above the Offer Price, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to QIBs (other than Anchor Investors),
including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not more than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders (out of which one-third of the portion available
to Non-Institutional Bidders shall be reserved for Bidders with an application size of more than ₹0.20 million and up to ₹1.00 million and two-thirds shall be reserved for Bidders with an application size of more than ₹1.00 million, provided
that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to Bidders in the other sub-category) and not more than 10% of the Net Offer shall be available for allocation to Retail Individual Bidders in
accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. Further, Equity Shares will be allocated on a proportionate basis to Eligible Employees applying under the Employee
Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All Bidders, other than Anchor Investors, are required to participate in the Offer by mandatorily utilising the Application Supported by Blocked Amount
(“ASBA”) process by providing details of their respective ASBA Account (as defined hereinafter) and UPI ID in case of UPI Bidders (as defined hereinafter), as applicable, pursuant to which their corresponding Bid Amounts will be blocked
by the Self-Certified Syndicate Banks (“SCSBs”) or by the Sponsor Bank(s) under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Offer through the
ASBA process. For further details, see “Offer Procedure” on page 429.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue by our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹1 each. The Offer Price, Floor Price or the Price Band as determined by our
Company, in accordance with the SEBI ICDR Regulations, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for the Offer Price” on page 126, should not be
taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will
be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk
factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares have not been
recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 39.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the
Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there
are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders
severally, and not jointly, accepts responsibility for and confirms the statements made or confirmed by such Selling Shareholder in this Draft Red Herring Prospectus to the extent of information specifically pertaining to them and their
respective portion of the Offered Shares, and assumes responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. However, each of the Selling Shareholders, severally and not
jointly, assume no responsibility for any other statement, including, inter-alia, any of the statements made by or relating to our Company or its business or any of the other Selling Shareholder in this Draft Red Herring Prospectus.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to letters
dated [●] and [●], respectively. For the purposes of the Offer, [●] is the Designated Stock Exchange. A copy of the Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance with Sections 26(4) and 32 of the
Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus until the Bid / Offer Closing Date, see “Material Contracts and Documents for Inspection” on
page 480.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER

ICICI Securities Limited IIFL Securities Limited Link Intime India Private Limited
ICICI Venture House, 24th Floor, One Lodha Place C-101, 247 Park, L.B.S Marg
Appasaheb Marathe Marg, Prabhadevi Senapati Bapat Marg, Lower Parel (W) Vikhroli (West), Mumbai – 400 083
Mumbai – 400 025 Mumbai – 400 013 Maharashtra, India
Maharashtra, India Maharashtra, India Telephone: + 91 810 811 4949
Telephone: + 91 22 6807 7100 Telephone: + 91 22 4646 4728 E-mail: [email protected]
E-mail: [email protected] E-mail: [email protected] Investor Grievance E-mail: [email protected]
Investor Grievance E-mail: [email protected] Investor Grievance E-mail: [email protected] Website: www.linkintime.co.in
Website: www.icicisecurities.com Website: www.iiflcap.com Contact person: Shanti Gopalkrishnan
Contact person: Ashik Joisar / Sumit Singh Contact person: Mansi Sampat / Pawan Jain SEBI Registration No.: INR000004058
SEBI Registration No.: INM000011179 SEBI Registration No.: INM000010940
BID / OFFER PROGRAMME
ANCHOR INVESTOR BIDDING
[●] BID / OFFER OPENS ON [●] BID / OFFER CLOSES ON [●]**#
DATE*
\*
Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid / Offer
Opening Date.
**
Our Company, in consultation with the BRLMs, may consider closing the Bid / Offer Period for QIBs one Working Day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations.
#
The UPI mandate end time and date shall be at 5:00 p.m. on the Bid/Offer Closing Date.
This page is intentionally left blank
 TABLE OF CONTENTS

SECTION I – GENERAL .............................................................................................................................................. 6

DEFINITIONS AND ABBREVIATIONS ................................................................................................................... 6
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY
OF PRESENTATION ................................................................................................................................................ 21
FORWARD-LOOKING STATEMENTS.................................................................................................................. 25
SECTION II - SUMMARY OF THE OFFER DOCUMENT ................................................................................... 27
SECTION III – RISK FACTORS ............................................................................................................................... 39
SECTION IV – INTRODUCTION ............................................................................................................................. 84
THE OFFER ............................................................................................................................................................... 84
SUMMARY FINANCIAL INFORMATION ............................................................................................................ 86
GENERAL INFORMATION .................................................................................................................................... 90
CAPITAL STRUCTURE ........................................................................................................................................... 99
OBJECTS OF THE OFFER ..................................................................................................................................... 116
BASIS FOR THE OFFER PRICE ............................................................................................................................ 126
STATEMENT OF SPECIAL TAX BENEFITS ....................................................................................................... 133
SECTION V – ABOUT OUR COMPANY ............................................................................................................... 146
INDUSTRY OVERVIEW ....................................................................................................................................... 146
OUR BUSINESS...................................................................................................................................................... 202
KEY REGULATIONS AND POLICIES IN INDIA ................................................................................................ 241
HISTORY AND CERTAIN CORPORATE MATTERS ......................................................................................... 249
OUR MANAGEMENT ............................................................................................................................................ 258
OUR PROMOTERS AND PROMOTER GROUP .................................................................................................. 280
DIVIDEND POLICY ............................................................................................................................................... 286
SECTION VI – FINANCIAL INFORMATION ...................................................................................................... 287
RESTATED CONSOLIDATED FINANCIAL INFORMATION ........................................................................... 287
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION ......................................................................... 345
OTHER FINANCIAL INFORMATION ................................................................................................................. 355
CAPITALISATION STATEMENT ........................................................................................................................ 357
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ......................................................................................................................................................... 358
FINANCIAL INDEBTEDNESS .............................................................................................................................. 391
SECTION VII – LEGAL AND OTHER INFORMATION .................................................................................... 393
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS ................................................ 393
GOVERNMENT AND OTHER APPROVALS ...................................................................................................... 398
SECTION VIII - GROUP COMPANIES ................................................................................................................. 402
SECTION IX - OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................ 404
SECTION X - OFFER INFORMATION ................................................................................................................. 418
TERMS OF THE OFFER ......................................................................................................................................... 418
OFFER STRUCTURE ............................................................................................................................................. 425
OFFER PROCEDURE ............................................................................................................................................. 429
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ......................................................... 450
SECTION XI –ARTICLES OF ASSOCIATION .................................................................................................... 452
SECTION XII - OTHER INFORMATION ............................................................................................................. 480
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................................. 480
DECLARATION......................................................................................................................................................... 483
 SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any
legislation, act, regulation, rules, guidelines, circular, notification, direction, clarification or policy shall be to
such legislation, act, regulation, rule guidelines, circular, notification, direction, clarification or policy as
amended from time to time and any reference to a statutory provision shall include any subordinate legislation
made from time to time under that provision.

The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the
extent applicable, the meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations,
the SCRA, the Depositories Act or the rules and regulations made thereunder.

Notwithstanding the foregoing, terms in “Basis for the Offer Price”, “Statement of Special Tax Benefits”,
“Industry Overview”, “Key Regulations and Policies in India”, “Restated Consolidated Financial Information”,
“Pro Forma Consolidated Financial Information” “Outstanding Litigation and Other Material Developments”,
“Offer Procedure” and “Articles of Association” on pages 126, 133, 146, 241, 287, 345, 393, 429 and 452
respectively will have the meaning ascribed to such terms in those respective sections.

Conventional and general terms

Term Description
our Company / the Company / Aditya Infotech Limited, a public limited company incorporated under the Companies Act,
the Issuer / AIL 1956, and having its registered office at F-28, Okhla Industrial Area, Phase -1, New Delhi
– 110 020, Delhi, India and its corporate office at A-12, Sector 4, Noida – 201 301, Uttar
Pradesh, India
Unless the context otherwise indicates or implies, refers to our Company together with
we / us / our / Group
its Subsidiaries, on a consolidated basis

Company-related terms

Term Description
AoA / Articles of Association / The articles of association of our Company, as amended from time to time
Articles
AIL Dixon AIL Dixon Technologies Private Limited
Audit Committee Audit committee of the Board of Directors, constituted in accordance with the Companies
Act, 2013 and the SEBI Listing Regulations, described in “Our Management – Corporate
Governance” on page 266
Auditors / Statutory Auditors The statutory auditors of our Company, being Walker Chandiok & Co LLP
Board / Board of Directors The board of directors of our Company, and where applicable or implied by context, any
duly constituted committee thereof
Chairman The chairman of the Board, namely Hari Shanker Khemka. For details, see “Our
Management – Board of Directors” on page 258
Chief Financial Officer The chief financial officer of our Company, namely Yogesh Chand Sharma. For details, see
“Our Management – Key Managerial Personnel and Senior Management” on page 277
Company Secretary and The company secretary and compliance officer of our Company, namely Roshni Tandon.
Compliance Officer For details, see “Our Management – Key Managerial Personnel and Senior Management”
on page 277
Corporate Office The corporate office of our Company, situated at A-12, Sector 4, Noida – 201 301, Uttar
Pradesh, India
Corporate Social The corporate social responsibility committee of the Board of Directors, described in “Our
Responsibility Committee Management – Corporate Governance” on page 266
Director(s) The director(s) on the Board of our Company, as appointed from time to time.
ESOP Scheme, 2024 Aditya Infotech Employee Stock Option Plan 2024
Equity Share(s) The equity shares of our Company of face value of ₹1 each
Executive Director(s) The executive director(s) of our Company, namely Hari Shanker Khemka, Aditya Khemka
and Ananmay Khemka. For further details of our Executive Director(s), see “Our
Management” on page 258
F&S Frost & Sullivan (India) Private Limited
F&S Report Report tilted “Video Surveillance and Security Market in India” dated September 26, 2024
commissioned by our Company and issued by F&S

6
 Term Description
Group Company(ies) The group company(ies) of our Company in terms of the SEBI ICDR Regulations. For
further details, see “Group Companies” on page 402
Independent Chartered The independent chartered accountant of our Company, being RNBP & Co., Chartered
Accountant Accountants
Independent Director(s) The independent director(s) of our Company, namely Abhishek Dalmia, Manish Sharma,
Ambika Sharma and Chetan Kajaria
IPO Committee IPO committee of the Board of Directors, comprising Hari Shanker Khemka, Aditya
Khemka and Abhishek Dalmia.
Inter-se Agreement Agreement dated September 27, 2024, entered amongst Aditya Khemka, Shradha Khemka,
Ananmay Khemka, Aditya Khemka (HUF), Hari Khemka Business Family Trust, Aditya
Khemka Business Family Trust, Hari Shanker Khemka, Hari Shankar Khemka (HUF), Rishi
Khemka, Ruchi Khemka and ARK Business Prosperity Trust
Kadapa Facility The manufacturing facility of our Material Subsidiary located at Shed no. 1 to 4, plot no. 65,
YSR EMC, Kopparthy, Kadapa District – 516 003, Andhra Pradesh, India
KMP / Key Managerial Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI
Personnel ICDR Regulations and as described in “Our Management – Key Managerial Personnel and
Senior Management” on page 277
Managing Director The managing director of our Company, namely Aditya Khemka, as described in “Our
Management” on page 258
Material Subsidiary AIL Dixon Technologies Private Limited
Materiality Policy The policy adopted by our Board pursuant to its resolution dated September 23, 2024, for
identification of material (a) outstanding litigation proceedings of our Company, our
Promoters, our Directors and our Subsidiary; (b) group companies; and (c) creditors,
pursuant to the disclosure requirements under the SEBI ICDR Regulations, for the
purposes of disclosure in this Draft Red Herring Prospectus
MoA / Memorandum The memorandum of association of our Company, as amended from time to time
of Association
Nomination and Remuneration The nomination and remuneration committee of the Board of Directors, described in “Our
Committee Management – Corporate Governance” on page 266
Non-Executive Director The non-executive director of our Company, namely Atul Behari Lall, as described in
“Our Management” on page 258
Pro Forma Consolidated The pro forma consolidated financial information of our Company and our Subsidiaries,
Financial Information comprising the pro forma consolidated balance sheet as at March 31, 2024 and the pro
forma consolidated statement of profit and loss for the financial year ended March 31,
2024, read with the notes to the pro forma consolidated financial information, prepared to
illustrate the impact of the significant business acquisition of AIL Dixon, which has been
prepared as if the acquisition of AIL Dixon had taken place on April 1, 2023 and included
in “Pro Forma Consolidated Financial Information” on page 345
Promoter(s) The promoters of our Company, namely Hari Shanker Khemka, Aditya Khemka,
Ananmay Khemka and Hari Khemka Business Family Trust
Promoter Selling Aditya Khemka and Ananmay Khemka
Shareholder(s)
Promoter Group Selling Rishi Khemka, Hari Shankar Khemka (HUF), Shradha Khemka and Aditya Khemka (HUF)
Shareholders
Promoter Group Persons and entities constituting the promoter group of our Company, pursuant to Regulation
2(1)(pp) of the SEBI ICDR Regulations and as disclosed in “Our Promoters and Promoter
Group” on page 280
Registered Office The registered office of our Company, situated at F-28, Okhla Industrial Area, Phase -1, New
Delhi – 110 020, Delhi, India
Restated Consolidated The restated consolidated financial information of our Company and our Subsidiaries as
Financial Information at and for the financial years ended March 31, 2024, March 31, 2023, and March 31, 2022,
comprising the restated consolidated summary statement of assets and liabilities as at
March 31, 2024, March 31, 2023, and March 31, 2022, and the restated consolidated
statement of profit and loss (including other comprehensive income), the restated
consolidated summary statement of cash flows and the restated consolidated statement of
changes in equity for the financial years ended March 31, 2024, March 31, 2023 and
March 31, 2022, together with the summary statement of significant accounting policies,
and other explanatory information relating to such financial periods, prepared in
accordance with Ind AS, and restated in accordance with requirements of Section 26 of
Part I of Chapter III of the Companies Act, 2013, SEBI ICDR Regulations and the
Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by ICAI, each
as amended
Risk Management Committee The risk management committee of the Board of Directors, described in “Our Management
– Corporate Governance” on page 266
RoC / Registrar of Companies The Registrar of Companies, Delhi and Haryana at New Delhi

7
 Term Description
Selling Shareholder(s) Collectively, the Promoter Selling Shareholders and the Promoter Group Selling
Shareholders
Senior Management The senior management of our Company in terms of Regulation 2(1)(bbbb) of the SEBI
ICDR Regulations and as described in “Our Management – Key Managerial Personnel and
Senior Management” on page 277
Shareholder(s) The equity shareholders of our Company whose names are entered into (i) the register of
members of our Company; or (ii) the records of a depository as a beneficial owner of Equity
Shares
Shareholders’ Agreement Shareholders’ agreement dated July 8, 2024, entered into by and amongst our Company,
Dixon Technologies (India) Limited, Aditya Khemka, Hari Shanker Khemka, Rishi
Khemka, Hari Shankar Khemka (HUF), Aditya Khemka (HUF), Shradha Khemka and
Ananmay Khemka
Stakeholders’ Relationship The stakeholders’ relationship committee of the Board of Directors, described in “Our
Committee Management – Corporate Governance” on page 266
Subsidiaries The subsidiaries of our Company, namely Shenzhen CP Plus International Ltd. and AIL
Dixon Technologies Private Limited
Whole-time Director(s) The whole-time directors of the Company, namely Hari Shanker Khemka and Ananmay
Khemka. For details, see “Our Management – Board of Directors” on page 258

Offer-related terms

Term Description
Abridged Prospectus The memorandum containing such salient features of a prospectus as may be specified by
the SEBI in this regard
Acknowledgement Slip The slip or document issued by a Designated Intermediary(ies) to a Bidder as proof of
registration of the Bid cum Application Form
Allot / Allotment / Allotted Unless the context otherwise requires, allotment of Equity Shares offered pursuant to the
Fresh Issue and transfer of the Offered Shares by the Selling Shareholders, as the case may
be, pursuant to the Offer for Sale to the successful Bidders
Allotment Advice A note or advice or intimation of Allotment sent to the Bidders who have been or are to be
Allotted the Equity Shares after the Basis of Allotment has been approved by the
Designated Stock Exchange
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance
with the requirements specified in the SEBI ICDR Regulations and the Red Herring
Prospectus, and who has Bid for an amount of at least ₹100.00 million
Anchor Investor Allocation The price at which Equity Shares will be allocated to Anchor Investors in terms of the Red
Price Herring Prospectus, which will be decided by our Company, in consultation with the
BRLMs, in accordance with the SEBI ICDR Regulations, during the Anchor Investor
Bidding Date
Anchor Investor Application The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and
Form which will be considered as an application for Allotment in terms of the Red Herring
Prospectus and Prospectus
Anchor Investor Bidding Date The date, being one Working Day prior to the Bid / Offer Opening Date, on which Bids by
or Anchor Investors shall be submitted, and prior to and after which the BRLMs will not
accept any Bids from Anchor Investors, and allocation to Anchor Investors shall be
completed
Anchor Investor Offer Price Final price at which the Equity Shares will be issued and Allotted to Anchor Investors in
terms of the Red Herring Prospectus and the Prospectus, which price will be equal to or
higher than the Offer Price but not higher than the Cap Price. The Anchor Investor Offer
Price will be decided by our Company, in consultation with the BRLMs, in accordance with
the SEBI ICDR Regulations
Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in the
event the Anchor Investor Allocation Price is lower than the Offer Price, not later than two
Working Days after the Bid / Offer Closing Date
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company, in consultation
with the BRLMs, to Anchor Investors on a discretionary basis, in accordance with the SEBI
ICDR Regulations.

One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the Anchor
Investor Allocation Price
Application Supported by An application, whether physical or electronic, used by ASBA Bidders to make a Bid and
Blocked Amount / ASBA authorize an SCSB to block the Bid Amount in the specified bank account maintained with

8
 Term Description
such SCSB or to block the Bid Amount, upon acceptance of the UPI Mandate Request by
UPI Bidders using the UPI Mechanism
ASBA Account A bank account maintained with an SCSB by an ASBA Bidder for the blocking of the Bid
Amount by such SCSB or the account of the UPI Bidders blocked upon acceptance of UPI
Mandate Request by the UPI Bidders using the UPI Mechanism to the extent of the Bid
Amount of the ASBA Bidder
ASBA Bidders All Bidders except Anchor Investors
ASBA Form(s) An application form, whether physical or electronic, used by ASBA Bidders to submit Bids
which will be considered as the application for Allotment in terms of the Red Herring
Prospectus and the Prospectus
Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), Refund Bank(s), Sponsor Bank(s) and Public
Offer Account Bank(s)
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer, as
described in “Offer Structure” on page 425
Bid An indication to make an offer during the Bid / Offer Period by an ASBA Bidder pursuant
to submission of the ASBA Form, or during the Anchor Investor Bidding Date by an
Anchor Investor pursuant to submission of the Anchor Investor Application Form, to
subscribe to or purchase the Equity Shares of our Company at a price within the Price Band,
including all revisions and modifications thereto as permitted under the SEBI ICDR
Regulations, in terms of the Red Herring Prospectus and the Bid cum Application Form.
The term “Bidding” shall be construed accordingly
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and, in the
case of Retail Individual Bidders Bidding at the Cut off Price, the Cap Price multiplied by
the number of Equity Shares Bid for by such Retail Individual Bidder and mentioned in the
Bid cum Application Form and payable by the Bidder or blocked in the ASBA Account of
the ASBA Bidders, as the case maybe, upon submission of the Bid in the Offer, as
applicable.

Eligible Employees applying in the Employee Reservation Portion can apply at the Cut Off
Price and the Bid amount shall be Cap Price (net of the Employee Discount), multiplied by
the number of Equity Shares Bid for such Eligible Employee and mentioned in the Bid cum
Application Form.

The maximum Bid Amount under the Employee Reservation Portion by an Eligible
Employee shall not exceed ₹0.50 million (net of the Employee Discount). However, the
initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not
exceed ₹0.20 million. Only in the event of under-subscription in the Employee Reservation
Portion, the unsubscribed portion will be available for allocation and Allotment,
proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million, subject
to the maximum value of Allotment made to such Eligible Employee not exceeding ₹0.50
million (net of the Employee Discount)
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
Bid / Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the
Designated Intermediaries will not accept any Bids, being [●], which shall be published all
editions of [●], an English national daily newspaper and in all editions of [●], a widely
circulated Hindi national daily newspaper (Hindi also being the regional language of Delhi,
where our Registered Office is located), each with wide circulation. In case of any
revisions, the extended Bid / Offer Closing Date shall also be notified on the website of the
BRLMs and terminals of the Syndicate Members, as required under the SEBI ICDR
Regulations and communicated to the Designated Intermediaries and the Sponsor Bank(s),
and shall also be notified in an advertisement in the same newspapers in which the Bid /
Offer Opening Date was published, as required under the SEBI ICDR Regulations.

Our Company, in consultation with the Book Running Lead Managers may consider
closing the Bid / Offer Period for QIBs one Working Day prior to the Bid / Offer Closing
Date in accordance with the SEBI ICDR Regulations
Bid / Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids, being [●], which shall be published
in all editions of [●], an English national daily newspaper and in all editions of [●], a widely
circulated Hindi national daily newspaper (Hindi also being the regional language of Delhi,
where our Registered Office is located), each with wide circulation
Bid / Offer Period Except in relation to Anchor Investors, the period between the Bid / Offer Opening Date
and the Bid / Offer Closing Date, inclusive of both days, during which prospective Bidders
can submit their Bids, including any revisions thereof, in accordance with the SEBI ICDR

9
 Term Description
Regulations and in accordance with the terms of the Red Herring Prospectus. Provided that
the Bidding shall be kept open for a minimum of three Working Days for all categories of
Bidders, other than Anchor Investors.

Our Company, in consultation with the BRLMs, may consider closing the Bid / Offer
Period for the QIB Category one Working Day prior to the Bid / Offer Closing Date in
accordance with the SEBI ICDR Regulations
Bidder(s) Any prospective investor who makes a Bid pursuant to the terms of the Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied,
includes an Anchor Investor
Bidding Centres Centres at which at the Designated Intermediaries shall accept the ASBA Forms, i.e.,
Designated SCSB Branches for SCSBs, Specified Locations for Syndicate, Broker Centres
for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP
Locations for CDPs
Book Building Process Book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in
terms of which the Offer is being made
Book Running Lead Managers / The book running lead managers to the Offer, namely ICICI Securities Limited and IIFL
BRLMs Securities Limited
Broker Centres Broker centres notified by the Stock Exchanges where ASBA Bidders can submit the
ASBA Forms to a Registered Broker.

The details of such Broker Centres, along with the names and contact details of the
Registered Brokers are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com)
CAN / Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have
Allocation Note been allocated the Equity Shares, on / after the Anchor Investor Bidding Date
Cap Price The higher end of the Price Band, above which the Offer Price and the Anchor Investor
Offer Price will not be finalised and above which no Bids will be accepted. The Cap Price
shall be at least 105% of the Floor Price and shall not be more than 120% of the Floor Price
Cash Escrow and Sponsor Bank The agreement to be entered into by our Company, the Selling Shareholders, the Registrar
Agreement to the Offer, the BRLMs, the Syndicate Members and the Banker(s) to the Offer for, among
other things, the appointment of the Escrow and Sponsor Bank(s), the collection of the Bid
Amounts from Anchor Investors, transfer of funds to the Public Offer Account(s) and
where applicable, refunds of the amounts collected from Bidders, on the terms and
conditions thereof
Client ID Client identification number maintained with one of the Depositories in relation to demat
account
Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with SEBI
Participant(s) / CDP and who is eligible to procure Bids at the Designated CDP Locations in terms of the SEBI
circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the UPI
Circulars issued by SEBI, and as per the list available on the websites of BSE and NSE, as
updated from time to time
Cut-off Price Offer Price, finalised by our Company, in consultation with the BRLMs, in accordance with
the SEBI ICDR Regulations, which shall be any price within the Price Band.

Only Retail Individual Bidders Bidding in the Retail Portion and Eligible Employees
Bidding in the Employee Reservation Portion are entitled to Bid at the Cut-off Price. QIBs,
including Anchor Investors, and Non-Institutional Bidders are not entitled to Bid at the Cut-
off Price
Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s father /
husband, investor status, occupation, PAN, demat account and bank account details and
UPI ID, where applicable
Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms.

The details of such Designated CDP Locations, along with names and contact details of the
Collecting Depository Participants eligible to accept ASBA Forms are available on the
respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com)
as updated from time to time
Designated Date The date on which funds are transferred from the Escrow Account(s) and the amounts
blocked are transferred from the ASBA Accounts, as the case may be, to the Public Offer
Account(s) or the Refund Account(s), as appropriate, in terms of the Red Herring
Prospectus and the Prospectus, after the finalisation of the Basis of Allotment in
consultation with the Designated Stock Exchange in terms of the Red Herring Prospectus,
following which the Board of Directors may Allot Equity Shares to successful Bidders in
the Offer

10
 Term Description
Designated Intermediaries In relation to ASBA Forms submitted by RIBs (not using the UPI Mechanism) by
authorising an SCSB to block the Bid Amount in the ASBA Account, Designated
Intermediaries shall mean SCSBs.

In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be
blocked upon acceptance of UPI Mandate Request by such UPI Bidders using the UPI
Mechanism, Designated Intermediaries shall mean Syndicate, Sub-Syndicate / agents,
Registered Brokers, CDPs, SCSBs and RTAs.

In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders (not using
the UPI Mechanism), Designated Intermediaries shall mean the Syndicate, Sub-Syndicate
Members / agents, SCSBs, Registered Brokers, the CDPs and RTAs
Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs.

The details of such Designated RTA Locations, along with names and contact details of the
RTAs eligible to accept ASBA Forms are available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com)
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is
available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other
website as may be prescribed by SEBI from time to time
Designated Stock Exchange [●]
Draft Red Herring Prospectus / This draft red herring prospectus dated September 30, 2024, issued in accordance with the
DRHP SEBI ICDR Regulations, which does not contain complete particulars of the price at which
the Equity Shares will be Allotted and the size of the Offer, including any addenda or
corrigenda thereto
Eligible Employees Permanent employees, working in India or outside India (excluding such employees who
are not eligible to invest in the Offer under applicable laws), of our Company; or a Director
of our Company, whether whole-time or not, as on the date of the filing of the Red Herring
Prospectus with the RoC and who continues to be a permanent employee of our Company
until the date of submission of the Bid cum Application Form, but not including (i)
Promoters; (ii) persons belonging to the Promoter Group; or (iii) Directors who either
themselves or through their relatives or through any body corporate, directly or indirectly,
hold more than 10% of the outstanding Equity Shares of our Company.

The maximum Bid Amount under the Employee Reservation Portion by an Eligible
Employee shall not exceed ₹0.50 million (net of the Employee Discount). However, the
initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not
exceed ₹0.20 million. Only in the event of under-subscription in the Employee Reservation
Portion, the unsubscribed portion will be available for allocation and Allotment,
proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million, subject
to the maximum value of Allotment made to such Eligible Employee not exceeding ₹0.50
million (net of the Employee Discount)
Eligible FPIs FPIs from such jurisdictions outside India where it is not unlawful to make an offer/
invitation under the Offer and in relation to whom the Bid cum Application Form and the
Red Herring Prospectus constitutes an invitation to purchase the Equity Shares offered
thereby
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Offer and in relation to whom the ASBA Form and the Red Herring
Prospectus will constitute an invitation to subscribe to or to purchase the Equity Shares
Employee Discount Our Company, in consultation with the BRLMs, offer a discount of up to [●]% to the Offer
Price (equivalent of ₹[●] per Equity Share) to Eligible Employee(s) Bidding in the
Employee Reservation Portion, subject to necessary approvals as may be required, and
which shall be announced at least two Working Days prior to the Bid / Offer Opening Date
Employee Reservation Portion The portion of the Offer being up to [●] Equity Shares of face value of ₹1 each aggregating
up to ₹[●] which shall not exceed 5% of the post-Offer Equity Share capital of our
Company, available for allocation to Eligible Employees, on a proportionate basis.
Escrow Account(s) Account(s) opened with the Escrow Collection Bank(s) and in whose favour the Anchor
Investors will transfer money through direct credit / NEFT / RTGS / NACH in respect of
the Bid Amount when submitting a Bid
Escrow Collection Bank(s) The bank(s) which are clearing members and registered with SEBI as bankers to an issue
under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
and with whom the Escrow Account(s) will be opened, in this case being [●]

11
 Term Description
First Bidder Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision
Form and in case of joint Bids, whose name shall also appear as the first holder of the
beneficiary account held in joint names
Floor Price The lower end of the Price Band, subject to any revision(s) thereto, at or above which the
Offer Price and the Anchor Investor Offer Price will be finalised and below which no Bids
will be accepted
Fresh Issue The fresh issue component of the Offer comprising an issuance by our Company of up to
[●] Equity Shares of face value of ₹1 each (including a premium of ₹[●] per Equity Share)
aggregating up to ₹5,000.00 million.

Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement,
aggregating up to ₹1,000.00 million. If the Pre-IPO Placement is completed, the size of the
Fresh Issue will be reduced to the extent of such Pre-IPO Placement, subject to the offer
complying with Rule 19(2)(b) of the SCRR
Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the
Fugitive Economic Offenders Act, 2018
General Information Document The General Information Document for investing in public issues prepared and issued in
/ GID accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March
17, 2020, and the UPI Circulars, as amended from time to time. The General Information
Document shall be available on the websites of the Stock Exchanges and the BRLMs
Gross Proceeds The Offer proceeds from the Fresh Issue
IIFL IIFL Securities Limited
I-Sec ICICI Securities Limited
Mobile App(s) The mobile applications listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&i
ntmId=43 or such other website as may be updated from time to time, which may be used
by UPI Bidders to submit Bids using the UPI Mechanism as provided under ‘Annexure A’
for the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019
Monitoring Agency [●]
Monitoring Agency Agreement The agreement to be entered into between our Company and the Monitoring Agency
Mutual Fund Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
Mutual Fund Portion 5% of the Net QIB Portion, or [●] Equity Shares of face value of ₹1 each, which shall be
available for allocation to Mutual Funds only on a proportionate basis, subject to valid Bids
being received at or above the Offer Price
Net Offer The Offer, less the Employee Reservation Portion
Net Proceeds The proceeds from the Fresh Issue less the Offer related expenses applicable to the Fresh
Issue. For further details regarding the use of the Net Proceeds and the Offer related
expenses, see “Objects of the Offer” on page 116
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor
Investors
Non-Institutional Bidder(s) / All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity
NIBs Shares for an amount more than ₹0.20 million (but not including NRIs other than Eligible
NRIs)
Non-Institutional Portion The portion of the Net Offer being not less than 15% of the Net Offer, consisting of [●]
Equity Shares of face value of ₹1 each, which shall be available for allocation to Non-
Institutional Bidders, subject to valid Bids being received at or above the Offer Price. The
Equity Shares available for allocation to Non-Institutional Bidders under the Non-
Institutional Portion, shall be subject to the following: (i) one-third of the portion available
to Non-Institutional Bidders shall be reserved for Bidders with an application size of more
than ₹0.20 million and up to ₹1.00 million, and (ii) two-thirds of the portion available to
Non-Institutional Bidders shall be reserved for Bidders with application size of more than
₹1.00 million, provided that the unsubscribed portion in either of the aforementioned sub-
categories may be allocated to Bidders in the other sub-category of Non-Institutional
Bidders
Offer The initial public offering of up to [●] Equity Shares of face value of ₹1 each for cash at a
price of ₹[●] each, aggregating up to ₹13,000.00 million comprising the Fresh Issue, the
Offer for Sale and the Employee Reservation Portion.

Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement,
aggregating up to ₹1,000.00 million. If the Pre-IPO Placement is completed, the size of the
Fresh Issue will be reduced to the extent of such Pre-IPO Placement, subject to the offer
complying with Rule 19(2)(b) of the SCRR.

12
 Term Description
Offer Agreement The agreement dated September 30, 2024, amongst our Company, the Selling Shareholders
and the BRLMs, pursuant to the requirements of the SEBI ICDR Regulations, based on
which certain arrangements are agreed to in relation to the Offer
Offer for Sale The offer for sale component of the Offer of up to [●] Equity Shares of face value of ₹1
each aggregating up to ₹8,000.00 million, comprising up to [●] Equity Shares of face value
of ₹1 each aggregating up to ₹5,240.04 million by Aditya Khemka, up to [●] Equity Shares
of face value of ₹1 each aggregating up to ₹123.16 million by Ananmay Khemka, up to [●]
Equity Shares of face value of ₹1 each aggregating up to ₹2,000.00 million by Rishi
Khemka, up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹426.40 million
by Hari Shankar Khemka (HUF), up to [●] Equity Shares of face value of ₹1 each
aggregating up to ₹198.90 million by Shradha Khemka and up to [●] Equity Shares of face
value of ₹1 each aggregating up to ₹11.50 million by Aditya Khemka (HUF)
Offer Price The final price at which Equity Shares will be Allotted to ASBA Bidders, in terms of the
Red Herring Prospectus and the Prospectus. Equity Shares will be Allotted to Anchor
Investors at the Anchor Investor Offer Price in terms of the Red Herring Prospectus and the
Prospectus.

The Offer Price will be decided by our Company, in consultation with the BRLMs on the
Pricing Date, in accordance with the Book Building Process and in terms of the Red Herring
Prospectus.

A discount of up to [●]% on the Offer Price (equivalent of ₹[●] per Equity Share) may be
offered to Eligible Employees Bidding in the Employee Reservation Portion. This
Employee Discount, if any, will be decided by our Company, in consultation with the
BRLMs.
Offer Proceeds The proceeds of the Fresh Issue which shall be available to our Company and the proceeds
of the Offer for Sale which shall be available to the Selling Shareholders. For further
information about use of the Offer Proceeds, see “Objects of the Offer” on page 116
Offered Shares Up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹8,000.00 million being
offered by the Selling Shareholders as part of the Offer for Sale, comprising up to [●]
Equity Shares of face value of ₹1 each aggregating up to ₹5,240.04 million by Aditya
Khemka, up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹123.16 million
by Ananmay Khemka, up to [●] Equity Shares of face value of ₹1 each aggregating up to
₹2,000.00 million by Rishi Khemka, up to [●] Equity Shares of face value of ₹1 each
aggregating up to ₹426.40 million by Hari Shankar Khemka (HUF), up to [●] Equity Shares
of face value of ₹1 each aggregating up to ₹198.90 million by Shradha Khemka and up to
[●] Equity Shares of face value of ₹1 each aggregating up to ₹11.50 million by Aditya
Khemka (HUF)
Pre-IPO Placement A further issue of Equity Shares through either a private placement, preferential offer or
any other method as may be permitted under applicable law, aggregating up to ₹1,000
million, to any person(s), at our Company’s discretion, which may be undertaken by our
Company, in consultation with the BRLMs, prior to the filing of the Red Herring
Prospectus with the RoC.
If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO
Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b)
of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of
the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately
intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-
IPO Placement, that there is no guarantee that our Company may proceed with the Offer,
or that the Offer may be successful and will result in the listing of the Equity Shares on the
Stock Exchanges. Further, relevant disclosures in relation to such intimation to the
subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the
relevant sections of the Red Herring Prospectus and Prospectus
Price Band Price band ranging from a minimum price of ₹[●] per Equity Share (Floor Price) to the
maximum price of ₹[●] per Equity Share (Cap Price) including any revisions thereof. The
Price Band and the minimum Bid Lot for the Offer will be decided by our Company, in
consultation with the BRLMs, in accordance with the SEBI ICDR Regulations, and will be
advertised in all editions of [●], an English national daily newspaper and in all editions of
[●], a widely circulated Hindi national daily newspaper (Hindi also being the regional
language of Delhi, where our Registered Office is located), each with wide circulation, at
least two Working Days prior to the Bid / Offer Opening Date, with the relevant financial
ratios calculated at the Floor Price and at the Cap Price, and shall be made available to the
Stock Exchanges for the purpose of uploading on their respective websites
Pricing Date The date on which our Company, in consultation with the BRLMs, will finalise the Offer
Price

13
 Term Description
Promoters’ Contribution Aggregate of 20% of the fully diluted post-Offer Equity Share capital of our Company that
is eligible to form part of the minimum promoters’ contribution, as required under the
provisions of the SEBI ICDR Regulations, held by our Promoters, which shall be locked-
in for a period of 18 months from the date of Allotment
Prospectus The prospectus to be filed with the RoC in accordance with the Companies Act, 2013, and
the SEBI ICDR Regulations containing, inter alia, the Offer Price that is determined in
accordance with the Book Building Process, the size of the Offer and certain other
information, including any addenda or corrigenda thereto
Public Offer Account(s) Bank account(s) to be opened with the Public Offer Account Bank(s) under Section 40(3)
of the Companies Act, 2013, to receive monies from the Escrow Account(s) and ASBA
Accounts on the Designated Date
Public Offer Account Bank(s) The bank(s) which are clearing members and registered with SEBI as bankers to an issue
under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994,
and with which the Public Offer Account(s) is opened for collection of Bid Amounts from
Escrow Account(s) and ASBA Accounts on the Designated Date, in this case being [●]
Qualified Institutional Buyers / Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
QIBs Regulations
QIB Bidders QIBs who Bid in the Offer
QIB Bid / Offer Closing Date In the event that our Company, in consultation with the BRLMs, decides to close Bidding
by QIBs one day prior to the Bid/Offer Closing Date, the date one day prior to the Bid/Offer
Closing Date. Otherwise, it shall be the same as the Bid/Offer Closing Date
QIB Category / QIB Portion The portion of the Net Offer (including the Anchor Investor Portion) being not less than
75% of the Net Offer, consisting of [●] Equity Shares of face value of ₹1 each which shall
be Allotted to QIBs (including Anchor Investors) on a proportionate basis, including the
Anchor Investor Portion (in which allocation shall be on a discretionary basis, as
determined by our Company, in consultation with the BRLMs), subject to valid Bids being
received at or above the Offer Price
Red Herring Prospectus / RHP The red herring prospectus to be issued in accordance with Section 32 of the Companies
Act, 2013 and the provisions of the SEBI ICDR Regulations, which will not have complete
particulars of the price at which the Equity Shares will be offered and the size of the Offer,
including any addenda or corrigenda thereto.

The Red Herring Prospectus will be filed with the RoC at least three Working Days before
the Bid / Offer Opening Date and will become the Prospectus upon filing with the RoC
after the Pricing Date
Refund Account(s) The account(s) opened with the Refund Bank(s), from which refunds, if any, of the whole
or part of the Bid Amount to the Anchor Investors shall be made
Refund Bank(s) The Banker(s) to the Offer with whom the Refund Account(s) will be opened, in this case
being [●]
Registered Brokers Stock brokers registered with SEBI under the Securities and Exchange Board of India
(Stock Brokers and Sub-Brokers) Regulations, 1992 and the stock exchanges having
nationwide terminals, other than the members of the Syndicate and eligible to procure Bids
in terms of circular no. CIR/CFD/14/2012 dated October 4, 2012, issued by SEBI
Registrar Agreement The agreement dated September 27, 2024, amongst our Company, the Selling Shareholders
and the Registrar to the Offer in relation to the responsibilities and obligations of the
Registrar to the Offer pertaining to the Offer
Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the
Agents / RTAs Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015
dated November 10, 2015, issued by SEBI and in terms of the UPI Circulars
Registrar to the Offer / Registrar Link Intime India Private Limited
Retail Individual Bidder(s) / Individual Bidders, who have Bid for the Equity Shares for an amount not more than ₹0.20
RIB(s) million in any of the bidding options in the Offer (including HUFs applying through their
karta and Eligible NRIs and does not include NRIs other than Eligible NRIs)
Retail Portion The portion of the Net Offer being not less than 10% of the Net Offer consisting of up to
[●] Equity Shares of face value of ₹1 each, which shall be available for allocation to Retail
Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids
being received at or above the Offer Price
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount
in any of their ASBA Form(s) or any previous Revision Form(s), as applicable.

QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their Bids
(in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual
Bidders and Eligible Employees Bidding in the Employee Reservation Portion can revise
their Bids during the Bid / Offer Period and withdraw their Bids until Bid / Offer Closing
Date

14
 Term Description
Self-Certified Syndicate The banks registered with SEBI, offering services: (a) in relation to ASBA (other than
Bank(s) / SCSB(s) through the UPI Mechanism), a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3
4 and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3
5, as applicable or such other website as may be prescribed by SEBI from time to time; and
(b) in relation to UPI Bidders using the UPI Mechanism, a list of which is available on the
website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4
0, or such other website as may be prescribed by SEBI from time to time

In accordance with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28,

2019 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, UPI
Bidders using the UPI Mechanism may apply through the SCSBs and mobile applications
whose names appears on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=
40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=
43) respectively, as updated from time to time
Share Escrow Agent Escrow agent to be appointed pursuant to the Share Escrow Agreement, namely [●]
Share Escrow Agreement The agreement to be entered into amongst our Company, the Selling Shareholders and the
Share Escrow Agent in connection with the transfer of Equity Shares under the Offer for
Sale by the Selling Shareholders and credit of such Equity Shares to the demat account of
the Allottees
Specified Locations Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders
Sponsor Bank(s) The Banker(s) to the Offer registered with SEBI under the Securities and Exchange Board
of India (Bankers to an Issue) Regulations, 1994, as amended, which has been appointed
by our Company to act as a conduit between the Stock Exchanges and the NPCI in order to
push the mandate collect requests and/or payment instructions of the UPI Bidders, using
the UPI Mechanism and carry out any other responsibilities in terms of the UPI Circulars,
in this case being [●] and [●]
Stock Exchanges Collectively, BSE and NSE
Sub-Syndicate Members The sub-syndicate members, if any, appointed by the BRLMs and the Syndicate Members,
to collect ASBA Forms and Revision Forms
Syndicate Together, the BRLMs and the Syndicate Members
Syndicate Agreement The agreement to be entered into amongst our Company, the Selling Shareholders, the
BRLMs, the Syndicate Members and the Registrar in relation to collection of Bid cum
Application Forms by Syndicate
Syndicate Members Intermediaries (other than the BRLMs) registered with SEBI who are permitted to accept
bids, applications and place order with respect to the Offer and carry out activities as an
underwriter
Systemically Important Non- Systemically important non-banking financial company as defined under Regulation
Banking Financial Company / 2(1)(iii) of the SEBI ICDR Regulations
NBFC-SI
Underwriters [●]
Underwriting Agreement The agreement to be entered into among the Underwriters, our Company and the Selling
Shareholders prior to the filing of the Prospectus with the RoC. For further details, see
“General Information – Underwriting Agreement” on page 97
UPI Unified Payments Interface, which is an instant payment mechanism developed by NPCI
UPI Bidder(s) Collectively, individual investors applying as (i) Retail Individual Bidders, in the Retail
Portion; (ii) Eligible Employee Bidding in Employee Reservation Portion; and (iii) Non-
Institutional Bidders with an application size of up to ₹0.50 million in the Non-Institutional
Portion, and Bidding under the UPI Mechanism through ASBA Form(s) submitted with
Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar
and Share Transfer Agents.

Pursuant to circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 issued

by SEBI, all individual investors applying in public issues where the application amount is
up to ₹0.50 million shall use UPI and shall provide their UPI ID in the bid-cum-application
form submitted with: (i) a syndicate member, (ii) a stock broker registered with a
recognized stock exchange (whose name is mentioned on the website of the stock exchange
as eligible for such activity), (iii) a depository participant (whose name is mentioned on the
website of the stock exchange as eligible for such activity), and (iv) a registrar to an issue
and share transfer agent (whose name is mentioned on the website of the stock exchange
as eligible for such activity)

15
 Term Description
UPI Circulars SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020 dated March 30, 2020, SEBI circular no.
SEBI/HO/CFD/DIL-2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, SEBI master circular no.
SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, the SEBI RTA Master
Circular (to the extent it pertains to the UPI Mechanism), and any subsequent circulars or
notifications issued by SEBI in this regard, along with the circulars issued by the Stock
Exchanges in this regard, including the circular issued by the NSE having reference no.
25/2022 dated August 3, 2022, and the circular issued by BSE having reference no.
20220803-40 dated August 3, 2022, and any subsequent circulars or notifications issued by
the Stock Exchanges in this regard
UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI
UPI Mandate Request A request (intimating the UPI Bidder by way of a notification on the UPI Mobile App and
by way of a SMS directing the UPI Bidder to such UPI Mobile App) to the UPI Bidder
initiated by the Sponsor Bank(s) to authorise blocking of funds in the relevant ASBA
Account through the UPI Mobile App equivalent to the Bid Amount and subsequent debit
of funds in case of Allotment
UPI Mechanism The mechanism that may be used by a UPI Bidder to make a Bid in the Offer in accordance
with the UPI Circulars
UPI PIN Password to authenticate UPI transaction
Wilful Defaulter or a A person or company, who or which is categorised as a wilful defaulter or a fraudulent
Fraudulent Borrower borrower by any bank or financial institution (as defined under the Companies Act, 2013)
or consortium thereof, in accordance with the guidelines on wilful defaulters or fraudulent
borrowers issued by the RBI
Working Day All days on which commercial banks in Mumbai are open for business; provided, however,
with reference to (a) announcement of Price Band; (b) Bid / Offer Period, the expression
“Working Day” shall mean all days, excluding all Saturdays, Sundays and public holidays,
on which commercial banks in Mumbai are open for business; and (c) the time period
between the Bid / Offer Closing Date and the listing of the Equity Shares on the Stock
Exchanges, the expression “Working Day” shall mean all trading days of Stock Exchanges,
excluding Sundays and bank holidays in Mumbai, India, as per the circulars issued by SEBI

Abbreviations

Term Description
AIF(s) Alternative Investment Funds
AY Assessment year
BSE BSE Limited
Calendar Year or year Unless the context otherwise requires, the 12 months period ending December 31
Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF
Regulations
Category II AIF AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI
AIF Regulations
Category I FPIs FPIs who are registered as “Category I Foreign Portfolio Investors” under the SEBI FPI
Regulations
Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF
Regulations
CDSL Central Depository Services (India) Limited
Companies Act, 1956 The erstwhile Companies Act, 1956, along with the relevant rules made thereunder
Companies Act / Companies Companies Act, 2013, along with the relevant rules, regulations, clarifications, circulars
Act, 2013 and notifications issued thereunder, as amended to the extent currently in force
Consolidated FDI Policy The consolidated foreign direct policy bearing DPITT file number 5(2)/2020-FDI Policy
dated October 15, 2020, and effective from October 15, 2020, issued by the Department
of Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India, and any modifications thereto or substitutions thereof, issued from
time to time

16
 Term Description
COVID – 19 Coronavirus disease 2019, a respiratory illness caused by the Novel Coronavirus and a
public health emergency of international concern as declared by the World Health
Organization on January 30, 2020 and a pandemic on March 11, 2020
CSR Corporate social responsibility
Depositories NSDL and CDSL, collectively
Depositories Act Depositories Act, 1996
DIN Director Identification Number
DP ID Depository Participant’s identity number
DPIIT The Department for Promotion of Industry and Internal Trade (earlier known as
Department of Industrial Policy and Promotion)
EGM Extraordinary general meeting
EPS Earnings per share
ESI Act Employees’ State Insurance Act, 1948
ESIC Employees’ State Insurance Corporation
Euro Euro, the official currency of the European Union
FCNR Account Foreign Currency Non Resident (Bank) account established in accordance with the FEMA
FDI Foreign direct investment
FEMA Foreign Exchange Management Act, 1999 read with rules and regulations thereunder
FEMA NDI Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Financial Year / Fiscal / Fiscal The period of 12 months commencing on April 1 of the immediately preceding Calendar
Year Year and ending on March 31 of that particular Calendar Year
FIR First information report
FPIs Foreign Portfolio Investors, as defined under SEBI FPI Regulations
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange Board of
India (Foreign Venture Capital Investor) Regulations, 2000) registered with SEBI
GAAR General anti-avoidance rules
GDP Gross Domestic Product
GoI / Government / Central Government of India
Government
GST Goods and Services Tax
HUF(s) Hindu Undivided Family(ies)
IAS Rules Companies (Indian Accounting Standards) Rules, 2015, as amended
ICAI Institute of Chartered Accountants of India
ICDS Income Computation and Disclosure Standards
IFRS International Financial Reporting Standards as issued by the International Accounting
Standards Board
IFSC Indian Financial System Code
IGST Integrated Goods and Services Tax
Income Tax Act/ IT Act Income Tax Act, 1961
Ind AS The Indian Accounting Standards notified under Section 133 of the Companies Act, 2013
read with the IAS Rules and other relevant provisions of the Companies Act, 2013
Ind AS 24 Indian Accounting Standard 24, “Related Party Disclosures”, notified by the Ministry of
Corporate Affairs under Section 133 of the Companies Act, 2013 read with the IAS Rules
and other relevant provisions of the Companies Act, 2013
Indian GAAP Accounting standards notified under Section 133 of the Companies Act, 2013, read with
Companies (Accounting Standards) Rules, 2006, as amended and the Companies
(Accounts) Rules, 2014, as amended
INR / Rupee / ₹ / Rs. Indian Rupee, the official currency of the Republic of India
IRDAI Insurance Regulatory and Development Authority of India
ISIN International Securities Identification Number
IST Indian Standard Time
IT Information Technology
KYC Know Your Customer
MCA The Ministry of Corporate Affairs, Government of India
MCLR Marginal Cost of Funds Based Landing Rate
Mn / mn Million
MoU Memorandum of Understanding
MSMEs Small scale undertakings as per the Micro, Small and Medium Enterprises Development
Act, 2006
Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
N.A. Not applicable
NACH National Automated Clearing House

17
 Term Description
NAV Net Asset Value
NBFC Non-Banking Financial Company
NEFT National Electronic Fund Transfer
NPCI National Payments Corporation of India
NR / Non-Resident A person resident outside India, as defined under the FEMA and includes an NRI, FPIs
and FVCIs
NRI / Non-Resident Indian Non-Resident Indian
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB Overseas corporate body, a company, partnership, society or other corporate body owned
directly or indirectly to the extent of at least 60% by NRIs including overseas trusts, in
which not less than 60% of beneficial interest is irrevocably held by NRIs directly or
indirectly and which was in existence on October 3, 2003, and immediately before such
date was eligible to undertake transactions pursuant to general permission granted to OCBs
under FEMA. OCBs are not allowed to invest in the Offer
PAN Permanent account number
RBI The Reserve Bank of India
Resident Indian A person resident in India, as defined under FEMA
Regulation S Regulation S under the U.S. Securities Act
RTGS Real Time Gross Settlement
SCORES Securities and Exchange Board of India Complaints Redress System, a centralized web
based complaints redressal system launched by SEBI
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012
SEBI SBEB & SE Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations,
2000
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended
SEBI Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
Regulations
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended
SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1999
Regulations
SEBI RTA Master Circular SEBI master circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011
STT Securities Transaction Tax
Trade Marks Act Trade Marks Act, 1999
US$ / USD / US Dollar United States Dollar, the official currency of the United States of America
USA / U.S. / US United States of America and its territories and possessions, including any state of the
United States
U.S. GAAP Generally Accepted Accounting Principles in the United State of America
U.S. Securities Act U.S. Securities Act of 1933, as amended
VAT Value Added Tax
VCFs Venture capital funds as defined in and registered with the SEBI under the Securities and
Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the Securities and
Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as the case may
be

Business, technical and industry-related terms

Term Description
AI Artificial intelligence
AMS Attendance management systems
ANPR Automatic number place recognition
AVL Automatic vehicle location

18
 Term Description
Capacity Utilisation Capacity utilisation is a metric that measures how much of a factory’s production capacity
is being used. It’s a ratio that compares the potential output to the actual output.
Capital Employed Capital Employed is calculated as “total equity + non-current borrowings + current
borrowing”
CRM Customer relationship management
Debt to Equity Ratio Debt to Equity ratio is calculated as Total of “non-current borrowings and current
borrowings” / Total Equity
DVR Digital video recorders
Earning Before Interest and Tax EBIT is calculated as “profit before tax + finance cost”
/ EBIT
EBITDA Restated profit after tax for the year/ period before exceptional items + finance costs + total
tax expense/(credit) + depreciation and amortisation expense
EBITDA CAGR Fiscal 2022 to EBITDA CAGR Fiscal 2022 to Fiscal 2024 (%) is calculated as “(EBITDA for the Fiscal
Fiscal 2024 (%) 2024 / EBITDA for the Fiscal 2022)^(1 / Number of Years) – 1”
EBITDA Growth (year on year) EBITDA Growth (year on year) (%) is calculated as a percentage of EBITDA of the
(%) relevant year/ period minus EBITDA of the preceding year/ period, divided by EBITDA of
the preceding year/ period
EBITDA Margin (%) EBITDA margin (%) = EBITDA / Total Income.
GB Gigabytes
HD High definition
HMS Health monitoring systems
Installed Capacity (in units) This refers to the aggregate installed capacity in units.
IoT Internet of things
IP Internet protocol
ML Machine learning
Net Debt /EBITDA Net debt is calculated as (total of non-current borrowings and non-current lease liabilities
and current borrowings and current lease liabilities) minus (total of cash and cash
equivalents and other bank balances)
Net Working Capital Cycle Net working capital cycle (days) is calculated as “Average Working Capital × 365 /
(days) Revenue from Operations
Number of Distributors Number of distributors measures the number of distributors of our products in absolute.
Number of System Integrators Number of systems integrator measures the number of system integrators of our products
in absolute
NVRs Network video recorders
OCR Optical character recognition
Profit After Tax / PAT Profit for the year / period provides information regarding the overall profitability of the
business
PAT before Exceptional Items PAT before exceptional items (₹ in million) is calculated as profit after tax plus exceptional
items
PAT CAGR Fiscal 2022 to PAT CAGR Fiscal 2022 to Fiscal 2024 (%) is calculated as “(PAT for the Fiscal 2024 /
Fiscal 2024 (%) PAT for the Fiscal 2022)^(1 / Number of Years) – 1”
PAT Growth (year on year) (%) PAT growth (year on year) (%) is calculated as a percentage of PAT of the relevant year/
period minus PAT of the preceding year/ period, divided by PAT of the preceding year/
period
PAT Growth before exceptional PAT Growth before Exceptional Items (year on year) (%) is calculated as a percentage of
items (year on year) (%) Profit after tax (PAT) of the relevant year/ period minus PAT of the preceding year/ period,
divided by PAT of the preceding year/ period
PAT Margin (%) PAT Margin (%) = PAT / Total Income
PAT Margin before Exceptional PAT Margin (%) before exceptional Items = PAT before Exceptional Items / Total Income
Items (%)
PMTs Product management trainings
POE Power over ethernet
PTZ Pan-tilt-zoom
Return on Equity / RoE (%) Return on equity is calculated as restated profit after tax for the year divided by total equity
Revenue CAGR Fiscal 2022 to Revenue CAGR Fiscal 2022 to Fiscal 2024 (%) is calculated as “(Revenue for the Fiscal
Fiscal 2024 (%) 2024 / Revenue for the Fiscal 2022)^(1 / Number of Years) – 1”
Return on Capital Employed Return on capital employed (%) is calculated as earning before interest and tax (EBIT) /
(ROCE) (%) Capital Employed. EBIT is calculated as “profit before tax + finance cost” and capital
employed is calculated as “total equity + non-current borrowings + current borrowing”
Revenue Growth (year on year) Revenue growth (year on year) (%) is calculated as a percentage of Revenue from
(%) Operations of the relevant year/ period minus Revenue from Operations of the preceding
year/ period, divided by Revenue from Operations of the preceding year/ period
Revenue from Operations Revenue from operations means addition of revenue from contracts with customers and
other operating income

19
 Term Description
RMA Return merchandise authorization
SKUs Stock keeping units
SMPS Switched-mode power supply
SMT Surface mount technology
SoCS Systems on chips
Total Income Total income means addition of revenue from contracts with customers and other income

20
 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION

Certain conventions

All references in this Draft Red Herring Prospectus to “India” are to the Republic of India and its territories and
possessions and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government”
or the “State Government” are to the Government of India, central or state, as applicable.

All references herein to the “US”, the “U.S.”, the “USA”, or the “United States” are to the United States of
America and its territories and possessions and all references to “U.K.”, or “United Kingdom” are to the United
Kingdom of Great Britain and Northern Ireland.

Page Numbers

Unless indicated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to page
numbers of this Draft Red Herring Prospectus.

Financial data

Unless stated otherwise or the context otherwise requires, the financial information in this Draft Red Herring
Prospectus is derived from the Restated Consolidated Financial Information.

The restated consolidated financial information of our Company and our Subsidiaries as at and for the financial
years ended March 31, 2024, March 31, 2023, and March 31, 2022, comprising the restated consolidated summary
statement of assets and liabilities as at March 31, 2024, March 31, 2023, and March 31, 2022, and the restated
consolidated statement of profit and loss (including other comprehensive income), the restated consolidated
summary statement of cash flows and the restated consolidated statement of changes in equity for the financial
years ended March 31, 2024, March 31, 2023 and March 31, 2022, together with the summary statement of
significant accounting policies, and other explanatory information relating to such financial periods, prepared in
accordance with Ind AS, and restated in accordance with requirements of Section 26 of Part I of Chapter III of the
Companies Act, 2013, SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses
(Revised 2019) issued by ICAI, each as amended

The Restated Consolidated Financial Information has been prepared to comply in all material respects with the
Indian Accounting Standards as prescribed under Section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015 (as amended from time to time), presentation requirements of division II of
Schedule III to the Companies Act, 2013, as applicable to the consolidated financial statements and other relevant
provisions of the Companies Act, 2013.

For further information on our Company’s financial information, see “Restated Consolidated Financial
Information” on page 287.

On September 18, 2024, we acquired the remaining 50.00% equity shares in AIL Dixon Technologies Private
Limited (“AIL Dixon”) from Dixon Technologies (India) Limited. Prior to acquisition of such equity shares, AIL
Dixon was a joint venture between our Company and Dixon Technologies (India) Limited, pursuant to a joint
venture agreement and the manufacturing of our products were carried out by AIL Dixon. With this acquisition,
we have consolidated all operations at the group level, while AIL Dixon continues to manufacture our products.

Accordingly, we have included in this Draft Red Herring Prospectus, the Pro Forma Consolidated Financial
Information to illustrate the impact of the significant business acquisition of AIL Dixon made after the date of the
latest consolidated financial statements of our Company i.e. March 31, 2024, on our restated consolidated
statement of assets and liabilities as of March 31, 2024, as if the acquisition of AIL Dixon had consummated on
April 1, 2023. The Pro Forma Consolidated Financial Information addresses a hypothetical situation and does not
represent our actual consolidated financial results and is not intended to be indicative of our future condition and
results of operations. The adjustments set forth in the Pro Forma Consolidated Financial Information are based
upon available information and assumptions that our management believes to be reasonable. As the Pro Forma
Consolidated Financial Information is prepared for illustrative purposes only, it is, by its nature, subject to change
and may not give an accurate picture of the actual financial results that would have occurred had such transactions

21
by us been effected on the dates they are assumed to have been effected, and is not intended to be indicative of
our future financial performance. See “Pro Forma Consolidated Financial Information”, “History and Certain
Corporate Matters – Details regarding acquisition or divestment of business or undertakings, mergers or
amalgamations, etc. in the last 10 years”, “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and “Risk Factors – The Pro Forma Consolidated Financial Information included in this
Draft Red Herring Prospectus is not indicative of our future financial condition or results of operations ” on pages
345, 255, 358 and 67, respectively.

Our Company’s financial year commences on April 1 and ends on March 31 of the next Calendar Year.
Accordingly, all references in this Draft Red Herring Prospectus to a particular Financial Year, Fiscal or Fiscal
Year, unless stated otherwise, are to the 12-month period ended on March 31 of that particular Calendar Year.

The degree to which the financial information included in this Draft Red Herring Prospectus will provide
meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting policies
and practices, Ind AS, the Companies Act, 2013, and the SEBI ICDR Regulations. Any reliance by persons not
familiar with Ind AS, the Companies Act 2013, the SEBI ICDR Regulations and Indian accounting policies and
practices on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be
limited.

There are significant differences between Ind AS, Indian GAAP, US GAAP and IFRS. Our Company does not
provide reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to
explain those differences or quantify their impact on the financial data included in this Draft Red Herring
Prospectus and it is urged that you consult your own advisors regarding such differences and their impact on our
Company’s financial data. For details in connection with risks involving differences between Ind AS, U.S. GAAP
and IFRS, see “Risk Factors – Significant differences exist between Ind AS used to prepare our 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 our financial condition” on page 75.

Unless the context otherwise indicates, any percentage amounts (excluding certain operational metrics), with
respect to the financial information of our Company in this Draft Red Herring Prospectus have been derived from
the Restated Consolidated Financial Information.

In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts
listed are due to rounding off. All figures in decimals have been rounded off to the second decimal and all
percentage figures have been rounded off to two decimal places. In certain instances, (i) the sum or percentage
change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a
column or row in certain tables may not conform exactly to the total figure given for that column or row.

Non-Generally Accepted Accounting Principles financial measures

In addition to our results determined in accordance with Ind AS, we use a variety of financial and operational
performance indicators like EBITDA, EBTIDA Margin, Return on Equity and Return on Capital Employed
(“Non-GAAP Financial Measures”), presented in this Draft Red Herring Prospectus which are a supplemental
measure of our performance and liquidity are not required by, or presented in accordance with, Ind AS, Indian
GAAP, or IFRS. Further, these Non-GAAP Financial Measures are not a measurement of our financial
performance or liquidity under Ind AS, Indian GAAP, or IFRS and should not be considered in isolation or
construed as an alternative to cash flows, profit / (loss) for the year / period or any other measure of financial
performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by
operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, or IFRS. In addition,
these Non-GAAP Financial Measures, and other statistical and other information relating to our operations and
financial performance, may not be computed on the basis of any standard methodology that is applicable across
the industry and, therefore, a comparison of similarly titled Non-GAAP Financial Measures or statistical or other
information relating to operations and financial performance between companies may not be possible. Other
companies may calculate Non-GAAP Financial Measures differently from us, limiting their usefulness as a
comparative measure. Although the Non-GAAP Financial Measures are not a measure of performance calculated
in accordance with applicable accounting standards, we compute and disclose them as our Company’s
management believes that they are useful information in relation to our business and financial performance.

22
Industry and market data

Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus has been derived
from a report titled “Video Surveillance and Security Market in India” dated September 26, 2024 (the “F&S
Report”) that has been commissioned and paid for by our Company and prepared by F&S exclusively for the
purpose of understanding the industry our Company operates in, exclusively in connection with the Offer, and has
been obtained from publicly available information, as well as various government publications and industry
sources. The F&S Report is available on the website of our Company at https://www.adityagroup.com/, until the
Bid / Offer Closing Date. F&S has confirmed vide its letter dated September 26, 2024, that it is an independent
agency, and is not related, to our Company, our Directors, our Promoters, our Key Managerial Personnel, our
Senior Management or the Book Running Lead Managers.

Although we believe that the industry and market data used in this Draft Red Herring Prospectus is reliable,
industry sources and publications may base their information on estimates and assumptions that may prove to be
incorrect. The data used in these sources may also have been reclassified by us for the purposes of presentation
and may also not be comparable. Further, industry sources and publications are also prepared based on information
as of a specific date and may no longer be current or reflect current trends. The extent to which the industry and
market data presented in this Draft Red Herring Prospectus is meaningful depends upon the reader’s familiarity
with, and understanding of, the methodologies used in compiling such information. There are no standard data
gathering methodologies in the industry in which our Company conducts business and methodologies, and
assumptions may vary widely among different market and industry sources. Such information involves risks,
uncertainties and numerous assumptions and is subject to change based on various factors, including those
discussed in “Risk Factors – Industry information included in this Draft Red Herring Prospectus has been derived
from an industry report prepared by F&S exclusively commissioned and paid for by us for such purpose” on page
63.

In accordance with the SEBI ICDR Regulations, the section “Basis for the Offer Price” on page 126 includes
information relating to our peer group companies, which has been derived from publicly available sources.

This Draft Red Herring Prospectus contains data and statistics from the F&S Report, which is subject to the
following disclaimer:

“Frost and Sullivan (“F&S”) has taken due care and caution in preparing the report titled “Video Surveillance
and Security Market in India” dated September 26, 2024 (“F&S Report”) based on the information obtained by
F&S from sources which it considers reliable (“Data”). This F&S Report is not a recommendation to invest /
disinvest in any entity covered in the F&S Report and no part of this F&S Report should be construed as an expert
advice or investment advice or any form of investment banking within the meaning of any law or regulation.
Without limiting the generality of the foregoing, nothing in the F&S Report is to be construed as F&S providing
or intending to provide any services in jurisdictions where F&S does not have the necessary permission and/or
registration to carry out its business activities in this regard. Aditya Infotech Limited will be responsible for
ensuring compliances and consequences of non-compliances for use of the F&S Report or part thereof outside
India. No part of this F&S Report may be published/reproduced in any form without F&S’ prior written approval.”

Currency and units of presentation

All references to:

• ‘Rupees’ or ‘₹’ or ‘Rs.’ or INR are to Indian Rupees, the official currency of the Republic of India.
• ‘U.S.$’, ‘U.S. Dollar’, ‘USD’ or ‘U.S. Dollars’ are to United States Dollars, the official currency of the
United States of America.
• ‘Euro’ or “€” are to Euro, the official currency of the European Union.
• “GBP” are to Pound, the official currency of the United Kingdom.
• “RMB” or “Renminbi” or “¥”, the official currency of People’s Republic of China.

In this Draft Red Herring Prospectus, our Company has presented certain numerical information. Except otherwise
stated, all figures have been expressed in million. One million represents ’10 lakhs’ or 1,000,000. However, where
any figures that may have been sourced from third-party industry sources are expressed in denominations other
than million, such figures appear in this Draft Red Herring Prospectus expressed in such denominations as
provided in their respective sources.

23
Except for the figures mentioned in the section “Industry Overview” which have been rounded off to one decimal
points, figures sourced from third-party industry sources in the other sections of this Draft Red Herring Prospectus
may be rounded off to other than two decimal points in the respective sources, and such figures have been
expressed in this Draft Red Herring Prospectus in such number of decimal points as provided in such respective
sources. In certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the
total figure given, and (ii) the sum of the figures in a column or row in certain tables may not conform exactly to
the total figure given for that column or row.

Time

All references to time in this Draft Red Herring Prospectus are to Indian Standard Time. Unless indicated
otherwise, all references to a year in this Draft Red Herring Prospectus are to a Calendar Year.

Exchange rates

This Draft Red Herring Prospectus may contain conversions of certain other currency amounts into Indian Rupees
that have been presented solely to comply with the requirements of the SEBI ICDR Regulations. These
conversions should not be construed as a representation that such currency amounts could have been, or can be
converted into Indian Rupees, at any particular rate, or at all.

Unless otherwise stated, the exchange rates referred to for the purpose of conversion of foreign currency amounts
into Rupee amounts, are as follows:
(in ₹)
Exchange rate as on
Currency
March 31, 2024 March 31, 2023 March 31, 2022
1 USD^ 83.37 82.22 75.81
1 EUR^ 90.22 89.61 84.66
1 GBP^ 105.29 101.87 99.55
1 RMB* 11.64 11.96 11.95
^
Source: www.fbil.org.in
*
Source: www.exchangerates.org.uk
Note: The exchange rates are rounded off to two decimal places and in case March 31 of any of the respective years is a public holiday, the
previous Working Day not being a public holiday has been considered.

24
 FORWARD-LOOKING STATEMENTS

This Draft Red Herring Prospectus contains certain statements which are not statements of historical fact and may
be described as “forward-looking statements”. These forward looking statements include statements which can
generally be identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”,
“can”, “shall”, “could”, “expect”, “estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “project”,
“propose”, “seek to”, “will”, “will achieve”, “will continue”, “will likely”, “will pursue” or other words or
phrases of similar import. Similarly, statements that describe the strategies, objectives, plans or goals of our
Company are also forward-looking statements. However, these are not the exclusive means of identifying forward-
looking statements.

By their nature, certain market risk disclosures are only estimates and could be materially different from what
actually occurs in the future. These forward-looking statements are based on our management’s belief and
assumptions, current plans, estimates and expectations, which in turn are based on currently available information.
As a result, actual results could be materially different from those that have been estimated. Forward-looking
statements reflect our current views as of the date of this Draft Red Herring Prospectus and are not a guarantee of
future performance.

Although we believe that the assumptions on which such statements are based are reasonable, any such
assumptions as well as statements based on them could prove to be inaccurate. Actual results may differ materially
from those suggested by such forward-looking statements. All forward-looking statements are subject to risks,
uncertainties, expectations, and assumptions about us that could cause actual results to differ materially from those
contemplated by the relevant forward-looking statement. This may be due to risks or uncertainties associated with
our expectations with respect to, but not limited to, regulatory changes pertaining to the industries we cater to,
and our ability to respond to them, our ability to successfully implement our strategies, our growth and expansion,
technological changes, our exposure to market risks, general economic and political conditions in India which
have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation,
deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices,
the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes,
changes in competition in our industry and incidence of any natural calamities and/or acts of violence. There can
be no assurance to investors that the expectations reflected in these forward-looking statements will prove to be
correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking
statements and not to regard such statements to be a guarantee of our future performance.

Certain important factors that could cause actual results to differ materially from our expectations include, but are
not limited to, the following:

• Our financial performance heavily relies on sale of closed circuit television cameras network video
recorders, digital video recorders and pan-tilt-zoom cameras, and variations in such demand or changes
in consumer preferences could negatively impact our business and financial condition.

• Our dependency on a limited number of suppliers for parts, materials and products could adversely affect
our business results of operations, cash flows and financial condition.

• Restrictions on imports or fluctuations in global commodity prices that affect our parts and materials
could negatively impact our business, results of operations, cash flows and financial condition.

• Our manufacturing facility located in Andhra Pradesh is vulnerable to potential risks l arising from local
and regional factors such as adverse social and political events, weather conditions and natural disasters,
and any disruption could negatively impact our operations and financial condition.

• A significant portion of our revenue from operations is generated from sale of products supplied by
Dahua and any disruption in their supply could negatively impact our business and financial condition.

• Our reliance on synergies with AIL Dixon and Dixon Technologies (India) Limited for manufacturing
of our products and any disruptions in our relations may adversely affect our business, results of
operations, cash flows and financial condition.

• Restrictions from offering our products in certain geographical regions pursuant to arrangement with CP
Plus FZE, UAE, may adversely affect our business, results of operations, financial condition and cash

25
 flows.

• We are subject to strict quality requirements and the sale of our products is dependent on our quality
controls and standards. Any failure to comply with quality standards may adversely affect our business,
results of operations, cash flows and financial condition.

• Any disruption or shutdown of our warehouse facilities, or failure to achieve optimal capacity utilisation
at such facilities could adversely affect our business, results of operations and financial condition.

• We may not be able to successfully develop new products and technology capabilities if we are unable
to identify emerging trends, which could adversely impact our business, results of operations, cash flows
and financial condition.

For a further discussion of factors that could cause our actual results to differ from our estimates and expectations,
see “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 39, 202 and 358, respectively.

Neither our Company, nor the Selling Shareholders, nor the BRLMs, nor any of their respective affiliates have
any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof
or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

In accordance with the SEBI ICDR Regulations, our Company will ensure that investors in India are informed of
material developments pertaining to our Company and the Equity Shares from the date of the Red Herring
Prospectus until the date of Allotment. In accordance with the requirements of SEBI, each of the Selling
Shareholders will in relation to the statements specifically made or confirmed by them in relation to themselves
and their respective portion of Offered Shares in this Draft Red Herring Prospectus, ensure that investors in India
are informed of material developments until the date of Allotment.

26
 SECTION II - SUMMARY OF THE OFFER DOCUMENT

This section is a general summary of certain disclosures included in this Draft Red Herring Prospectus and is not
exhaustive, nor does it purport to contain a summary of all the disclosures in this Draft Red Herring Prospectus
or all details relevant to prospective investors. This summary should be read in conjunction with, and is qualified
in its entirety by, the more detailed information appearing elsewhere in this Draft Red Herring Prospectus,
including “Risk Factors”, “The Offer”, “Capital Structure”, “Objects of the Offer”, “Our Business”, “Industry
Overview”, “Our Promoters and Promoter Group”, “Financial Information” and “Outstanding Litigation and
Other Material Developments” on pages 39, 84, 99, 116, 202, 146, 280, 287 and 393, respectively of this Draft
Red Herring Prospectus.

Primary business of our Company

We offer a comprehensive range of advanced video security and surveillance products, technologies and solutions
for enterprise and consumer segments under our ‘CP PLUS’ brand. In addition, we offer solutions and services
such as fully integrated security systems and Security-as-a-Service directly and through our distribution network.

Summary of the industry in which our Company operates

The global video surveillance and security market has experienced a significant transformation, marked by the
adoption of advanced technologies (like artificial intelligence), integration with complementary security systems,
and a shift towards service-based models. Video surveillance is a fast-growing market driven by the need for
improved safety and security.

Name of Promoters

As on the date of this Draft Red Herring Prospectus, our Promoters are Hari Shanker Khemka, Aditya Khemka,
Ananmay Khemka and Hari Khemka Business Family Trust. For further details, see “Our Promoters and
Promoter Group” on page 280.

Offer size

The following table summarizes the details of the Offer. For further details, see “The Offer” and “Offer Structure”
on pages 84 and 425, respectively.

Offer(1) Up to [●] Equity Shares of face value of ₹1 each for cash at price of ₹[●] per Equity Share
(including a premium of [●] per Equity Share), aggregating up to ₹13,000.00 million
of which
(i) Fresh Issue(1)^ Up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹5,000.00 million
(ii) Offer for Sale(2) Up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹8,000.00 million being
offered by the Selling Shareholders, comprising up to [●] Equity Shares of face value of ₹1
each aggregating up to ₹5,240.04 million by Aditya Khemka, up to [●] Equity Shares of face
value of ₹1 each aggregating up to ₹123.16 million by Ananmay Khemka, up to [●] Equity
Shares of face value of ₹1 each aggregating up to ₹2,000.00 million by Rishi Khemka, up to
[●] Equity Shares of face value of ₹1 each aggregating up to ₹426.40 million by Hari
Shankar Khemka (HUF), up to [●] Equity Shares of face value of ₹1 each aggregating up to
₹198.90 million by Shradha Khemka and up to [●] Equity Shares of face value of ₹1 each
aggregating up to ₹11.50 million by Aditya Khemka (HUF)
Employee Reservation Up to [●] Equity Shares of face value of ₹1 each, aggregating up to ₹[●] million
Portion(3)
Net Offer Up to [●] Equity Shares of face value of ₹1 each, aggregating up to ₹[●] million
^ Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, aggregating up to ₹1,000.00 million. If the Pre-IPO
Placement is completed, the size of the Fresh Issue will be reduced to the extent of such Pre-IPO Placement, subject to the offer complying
with Rule 19(2)(b) of the SCRR.
(1)The Offer has been authorized by a resolution of our Board dated September 27, 2024 and the Fresh Issue has been authorized by a special

resolution of our Shareholders, dated September 27, 2024.

(2)Each of the Selling Shareholders, severally and not jointly, confirm that their respective portion of the Offered Shares are eligible for being

offered for sale in terms of Regulation 8 and Regulation 8A of the SEBI ICDR Regulations. Each Selling Shareholder has, severally and not
jointly, consented for the sale of their respective portion of the Offered Shares in the Offer for Sale. For details on the authorisation of the
Selling Shareholders in relation to the Offered Shares, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page
404.
(3)Subject to valid bids being received at or above the Offer Price, under-subscription, if any, in any category, except in the QIB Portion,

would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our Company,
in consultation with the Book Running Lead Managers, and the Designated Stock Exchange, subject to applicable laws. In the event of

27
 under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion will be available for allocation and Allotment,
proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million (net of Employee Discount), subject to the maximum value
of Allotment made to such Eligible Employee not exceeding ₹0.50 million (net of Employee Discount). The unsubscribed portion, if any, in
the Employee Reservation Portion (after allocation up to ₹0.50 million), shall be added to the Net Offer. In case of under-subscription in
the Net Offer, spill-over to the extent of such under-subscription shall be permitted from the Employee Reservation Portion. The Employee
Reservation Portion shall not exceed 5% of our post-Offer paid-up Equity Share capital. Further, an Eligible Employee Bidding in the
Employee Reservation Portion can also Bid under the Retail Portion in the Net Offer and such Bids will not be treated as multiple Bids.
For further details, see “Offer Structure” on page 425.

The Offer and the Net Offer shall constitute [●]% and [●]%, respectively, of the post Offer paid-up Equity Share
capital of our Company.

Objects of the Offer

Our Company proposes to utilise the Net Proceeds towards funding the following objects:
(₹ in million)
Objects Amount**
Prepayment and/or repayment of all or a portion of certain outstanding borrowings availed by our 3,750.00
Company
General corporate purposes# [●]
Net Proceeds* [●]
#
The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.
*
To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.
**
Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, aggregating up to ₹1,000.00 million. If the Pre-IPO
Placement is completed, the size of the Fresh Issue will be reduced to the extent of such Pre-IPO Placement, subject to the offer complying
with Rule 19(2)(b) of the SCRR.

For further details, see “Objects of the Offer” on page 116.

Aggregate pre-Offer and post-Offer shareholding of our Promoters, the members of our Promoter Group
(other than our Promoters) and the Selling Shareholders

The aggregate pre-Offer and post-Offer Equity shareholding of our Promoters, the members of our Promoter
Group (other than our Promoters), and the Selling Shareholders, as a percentage of the pre-Offer paid-up Equity
Share capital of our Company is set out below:

Pre-Offer Post-Offer**
Number of Equity Percentage of pre- Number of Equity Percentage of post-
Shares of face value Offer paid-up Shares of face value Offer paid-up Equity
S.
Name of Shareholder of ₹1 each held as Equity Share capital of ₹1 each held as on Share capital as on
No.
on the date of this as on the date of this the date of this Draft the date of this Draft
Draft Red Herring Draft Red Herring Red Herring Red Herring
Prospectus Prospectus (%) Prospectus Prospectus (%)
Promoters
1. Hari Shanker Khemka^ 19,719,250 17.96 [●] [●]
2. Aditya Khemka*^ 61,114,950 55.66 [●] [●]
3. Ananmay Khemka* 925,400 0.84 [●] [●]
Total (A) 81,759,600 74.46 [●] [●]
Members of the Promoter Group#
4. Rishi Khemka^ 14,716,749 13.40 [●] [●]
5. Hari Shankar Khemka 7,80,350 0.71 [●] [●]
(HUF)
6. Shradha Khemka 4,64,000 0.42 [●] [●]
7. Aditya Khemka (HUF) 21,050 0.02 [●] [●]
Total (B) 15,982,149 14.55 [●] [●]
Total (C = A + B) 97,741,749 89.01 [●] [●]
**
To be updated upon finalization of the Offer Price.
*
Also a Promoter Selling Shareholder.
#Also a Promoter Group Selling Shareholder.
^
Prior to the filing of the Red Herring Prospectus with the RoC, (i) our individual Promoters, Hari Shanker Khemka and Aditya Khemka, will
transfer 19,719,150 Equity Shares of face value of ₹1 each to Hari Khemka Business Family Trust and transfer 100 Equity Shares of face
value of ₹1each to Aditya Khemka Business Family Trust, respectively; and (ii) one of the members of the promoter group, Rishi Khemka, will
transfer 100 Equity Shares of face value of ₹1 each to ARK Business Prosperity Trust.

For further details, see “Capital Structure” on page 99.

28
Summary of select financial information derived from the Restated Consolidated Financial Information

The following information has been derived from our Restated Consolidated Financial Information for the
financial years ended March 31, 2024, March 31, 2023 and March 31, 2022:
(₹ in million, except per share data)
As at and for the Fiscal ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Equity Share capital 20.50 20.50 25.00
Net worth(1) 4,242.03 3,115.88 2,869.69
Revenue from operations 27,824.26 22,845.47 16,462.11
Profit before exceptional items and tax 1,898.55 1,489.69 1,293.49
Profit after tax 1,151.72 1,083.11 969.31
Earnings per share (basic)(2) (in ₹) 11.24 10.57 9.06
Earnings per share (diluted)(3) (in ₹) 11.24 10.57 9.06
Net asset value per Equity Share(4) 41.39 30.40 26.82
Total borrowings(5) 4,054.52 4,095.98 1,899.33
Notes:
1. Net worth means the aggregate value of the paid-up share capital and all reserves excluding capital reserves created out of the profits
and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the
accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the restated balance sheet.
2. Basic EPS (₹) = Basic earnings per share are calculated by dividing the net restated profit for the year attributable to equity shareholders
by the weighted average number of equity shares outstanding during the year, after considering sub-division of equity shares and bonus
issuance, subsequent to year end and in accordance with Ind AS 33.
3. Diluted EPS (₹) = Diluted earnings per share are calculated by dividing the net restated profit for the year attributable to equity
shareholders by the weighted average number of Equity Shares outstanding during the year as adjusted for the effects of all dilutive
potential Equity Shares during the year, after considering sub-division of equity shares and bonus issuance, subsequent to year end and
in accordance with Ind AS 33.
4. Net asset value per equity share is calculated as net worth divided by weighted average number of equity shares.
5. Total borrowings means total of non-current borrowings and current borrowing, net off transaction cost.

For further details, see “Restated Consolidated Financial Information” on page 287.

Qualifications by the Statutory Auditors which have not been given effect to in the Restated Consolidated
Financial Information

There are no qualifications by the Statutory Auditors which have not been given effect to in the Restated
Consolidated Financial Information.

Summary of outstanding litigation

A summary of outstanding litigation proceedings involving our Company, Subsidiaries, Directors and Promoters,
as on the date of this Draft Red Herring Prospectus as disclosed in “Outstanding Litigation and Other Material
Developments” in terms of the SEBI ICDR Regulations is provided below:

Disciplinary
actions by
SEBI or
Stock
Exchanges Aggregate
Category of Statutory or
Criminal Tax against our Material civil amount
individuals / Regulatory
Proceedings Proceedings Promoters in litigation# involved (₹ in
entities Proceedings
the last five million)*
years,
including
outstanding
action
Company
By the 24** Nil Nil N.A. Nil 73.37**
Company
Against the Nil 11 Nil N.A. Nil 239.12
Company
Subsidiaries
By the Nil Nil Nil N.A. Nil Nil
Subsidiaries
Against the Nil 2 Nil N.A. Nil 698.49
Subsidiaries

29
 Disciplinary
actions by
SEBI or
Stock
Exchanges Aggregate
Category of Statutory or
Criminal Tax against our Material civil amount
individuals / Regulatory
Proceedings Proceedings Promoters in litigation# involved (₹ in
entities Proceedings
the last five million)*
years,
including
outstanding
action
Directors^
By the Nil Nil Nil N.A. Nil Nil
Directors
Against the Nil 3 Nil N.A. Nil 18.84
Directors
Promoters^
By the Nil Nil Nil N.A. Nil Nil
Promoters
Against the Nil 3 Nil Nil Nil 18.84
Promoters
#
Determined in accordance with the Materiality Policy.
^
Includes details of proceedings involving the Directors who are also Promoters.
**
Includes 23 cases filed by our Company for alleged violation of Section 138 of the Negotiable Instruments Act, 1881, as amended for an
aggregate amount of ₹42.25 million.
*
To the extent quantifiable.

Further, as on the date of this Draft Red Herring Prospectus, there are no pending litigation proceedings involving
our Group Company which will have a material impact on our Company.

For further details, see “Outstanding Litigation and Other Material Developments” on page 393.

Risk factors

Investors are advised to carefully read “Risk Factors” on page 39 to have an informed view before making an
investment decision in the Offer.

Summary of contingent liabilities

The details of our contingent liabilities as of March 31, 2024, as per the Restated Consolidated Financial
Information are set forth below:

Particulars Amount as of March 31, 2024 (₹ in million)

Inland bank guarantees 50.17
Income-tax matters 197.39
Indirect tax matters
(a) VAT matters
Demands raised under respective VAT Acts 12.19
Amounts paid under protest 1.02
(b) GST matters^
Demands raised under GST regulations 4.95
Amounts paid under protest 0.49
(c) Customs matters
Demands raised under Customs Act 26.89
Amounts paid under protest 1.65
^
Other than matters described under “*” in Note 47(A)(iii) of Restated Consolidated Financial Information.

For further information on such contingent liabilities as at March 31, 2024 as per Ind AS 37, see “Restated
Consolidated Financial Information – Note 47A – Contingent Liabilities” on page 339.

30
Summary of related party transactions

A summary of the related party transactions entered into by our Company in Fiscals 2024, 2023 and 2022, as per
Ind AS 24 derived from the Restated Consolidated Financial Information is detailed below:

Percentage Percentage Percentage

of revenue of revenue of revenue
For the year from For the year from For the year from
ended operations ended operations ended operations
Particulars March 31, for the March 31, for the March 31, for the
2024 (₹ in Fiscal year 2023 (₹ in Fiscal year 2022 (₹ in Fiscal year
million) ended million) ended million) ended
March 31, March 31, March 31,
2024 (%) 2023 (%) 2022 (%)

(i) Sale of goods

ARK 0.07 - 0.19 - - -
Infosolution Pvt
Ltd.
AIL Dixon 0.62 - 1.70 0.01 4.40 0.03
Technologies
Pvt. Ltd.

(i) Business
support
services
provided to
AIL Dixon 6.00 0.02 6.00 0.03 6.00 0.04
Technologies
Pvt. Ltd.

(iii) Purchase of
goods
(excluding
impact of
accrual of year-
end rebates
receivable)
Shenzhen CP - - 0.07 - 0.04 -
Plus
International
Ltd.
AIL Dixon 11,986.92 43.08 9,463.37 41.42 7,709.48 46.83
Technologies
Pvt. Ltd.

(iv) Loan Written

off
Aditya Infotech - - - - 82.64 0.50
(HK) Ltd.

(v) Repayment of
loan
Hari Shanker 12.50 0.04 - - - -
Khemka
Rishi Khemka 300.00 1.08 - - 34.00 0.21
Aditya Khemka 10.00 0.04 - - - -

(vi) Investments
written off
Aditya Infotech - - - - 1.17 0.01
(HK) Ltd.

31
 Percentage Percentage Percentage
of revenue of revenue of revenue
For the year from For the year from For the year from
ended operations ended operations ended operations
Particulars March 31, for the March 31, for the March 31, for the
2024 (₹ in Fiscal year 2023 (₹ in Fiscal year 2022 (₹ in Fiscal year
million) ended million) ended million) ended
March 31, March 31, March 31,
2024 (%) 2023 (%) 2022 (%)

(vii) Interest
receivable
written off
Aditya Infotech - - - - 6.62 0.04
(HK) Ltd.

(vii) Loan given to

Aditya Infotech - - - - 3.80 0.02
(HK) Ltd.
AIL Dixon 80.00 0.29 - - - -
Technologies
Pvt. Ltd.

(ix) Remuneration*
Hari Shanker 34.80 0.13 28.21 0.12 24.60 0.15
Khemka
Aditya Khemka 188.38 0.68 158.62 0.69 94.78 0.58
Ananmay 6.99 0.03 2.34 0.01 2.34 0.01
Khemka

(x) Interest on loan

taken
Hari Shanker 0.78 - 1.36 0.01 1.50 0.01
Khemka
Aditya Khemka 0.63 - 1.09 - 1.20 0.01
Rishi Khemka 4.98 0.02 1.17 0.01 2.39 0.01
Trend Setter 1.35 - 1.35 0.01 1.35 0.01
Promoters LLP

(xi) Rent expense

paid/ payable
Aditya Khemka 7.50 0.03 6.00 0.03 6.00 0.04
Hari Shankar 7.50 0.03 4.20 0.02 4.20 0.03
Khemka
Shradha - - 1.80 0.01 1.80 0.01
Khemka
ARK 1.59 0.01 0.53 - 2.10 0.01
Infosolution Pvt.
Ltd.

(xii) Rental income

ARK 2.48 0.01 3.04 0.01 2.81 0.02
Infosolution Pvt.
Ltd.
Aditya Safety & 0.13 - 0.12 - 0.08 -
Security LLP
Trend Setter 0.18 - 0.18 - 0.18 -
Promoters LLP

(xii) Electricity and

water charges
paid/ payable

32
 Percentage Percentage Percentage
of revenue of revenue of revenue
For the year from For the year from For the year from
ended operations ended operations ended operations
Particulars March 31, for the March 31, for the March 31, for the
2024 (₹ in Fiscal year 2023 (₹ in Fiscal year 2022 (₹ in Fiscal year
million) ended million) ended million) ended
March 31, March 31, March 31,
2024 (%) 2023 (%) 2022 (%)

ARK 0.28 - - - 1.01 0.01

Infosolution Pvt.
Ltd.
Aditya Safety & - - 0.02 - - -
Security LLP

(xiv) Electricity and

water charges
paid/ payable
(reimbursed)
ARK 0.98 - 1.13 - - -
Infosolution Pvt.
Ltd.

(xv) Purchase of
property, plant
and equipment
ARK - - 1.28 0.01 - -
Infosolution Pvt.
Ltd.

(xvi) Professional
charges paid/
payable
Trend Setter 1.80 0.01 1.65 0.01 1.95 0.01
Promoters LLP

(xvi) CSR
Contribution
Seth Parmanand 19.65 0.07 10.64 0.05 20.86 0.13
Khemka
Charitable Trust

(xviii) Donation Paid

Seth Parmanand 0.30 - 0.83 - - -
Khemka
Charitable Trust

(xix) Vendor and

logistic support
charges paid/
payable
Shenzhen CP 23.07 0.08 18.53 0.08 17.30 0.11
Plus
International
Ltd.

(xx) Membership
and
subscription
charges paid/
payable
YPO Delhi 1.65 0.01 0.16 - 0.79 -
Chapter

33
 Percentage Percentage Percentage
of revenue of revenue of revenue
For the year from For the year from For the year from
ended operations ended operations ended operations
Particulars March 31, for the March 31, for the March 31, for the
2024 (₹ in Fiscal year 2023 (₹ in Fiscal year 2022 (₹ in Fiscal year
million) ended million) ended million) ended
March 31, March 31, March 31,
2024 (%) 2023 (%) 2022 (%)

YPO Gurgaon 1.00 - - - - -

Chapter

(xxi) Dividend paid

Hari Shanker 2.00 0.01 15.40 0.07 3.92 0.02
Khemka (along
with Hari
Shanker
Khemka HUF)
Aditya Khemka 5.96 0.02 11.38 0.05 2.95 0.02
(along with
Aditya Khemka
HUF)
Rishi Khemka 1.90 0.01 11.55 0.05 3.00 0.02
Shradha 0.05 - 0.17 - 0.05 -
Khemka
Ananmay 0.09 - - - - -
Khemka

(xxii) Loan Proceeds

Rishi Khemka - - 300.00 1.31 - -

(xxiii) Travelling
expense
reimbursement
ARK - - 0.05 - - -
Infosolution Pvt.
Ltd.

(xxiv) Advertisement
and business
promotion
expenses
Shenzhen CP - - 0.05 - - -
Plus
International
Ltd.
YPO Delhi 0.01 - 0.58 - - -
Chapter

(xxv) Commission
and Brokerage
Aditya - - 0.05 - - -
Colonizers LLP

(xxvi) Expenses
incurred by the
company on
behalf of
Aditya Safety & - - 0.18 - - -
Security LLP

(xxvii) Buy back of

shares^

34
 Percentage Percentage Percentage
of revenue of revenue of revenue
For the year from For the year from For the year from
ended operations ended operations ended operations
Particulars March 31, for the March 31, for the March 31, for the
2024 (₹ in Fiscal year 2023 (₹ in Fiscal year 2022 (₹ in Fiscal year
million) ended million) ended million) ended
March 31, March 31, March 31,
2024 (%) 2023 (%) 2022 (%)

Hari Shanker - - 259.74 1.14 - -

Khemka (along
with Hari
Shanker
Khemka HUF)
Aditya Khemka - - 191.87 0.84 - -
(along with
Aditya Khemka
HUF)
Rishi Khemka - - 2.94 0.01 - -
Shradha - - 194.81 0.85 - -
Khemka
Ananmay - - - - - -
Khemka

(xxvii) Director Sitting

Fees
Abhishek 0.28 - 0.30 - - -
Dalmia
Ritu Khurana 0.20 - 0.40 - - -
Ambika Sharma 0.11 - - - - -
Manish Sharma 0.14 - - - - -

(xxix) Job work

charges paid/
payable
AIL Dixon 0.32 - - - - -
Technologies
Pvt. Ltd.

(xxx) Sale of
Leasehold
Land and PPE
ARK 119.74 0.43 - - - -
Infosolution Pvt
Ltd.

(xxxi) Interest
Income on loan
AIL Dixon 2.92 0.01 - - - -
Technologies
Pvt. Ltd.
*
Does not include provision made for gratuity and compensated absences as the same is determined for the Group as a whole
^
During the year ended March 31, 2023, our Board in its meeting held on January 4, 2023, approved a proposal of buyback of 450,000 equity
shares (representing 18% of total paid up Equity shares capital of the Company) at price of ₹1,443 per equity share which opened on February
23, 2023, for 15 days and settlement of buyback offer date was February 24, 2023. Accordingly, the Company had bought back and extinguished
a total of 450,000 equity shares at a buyback price of ₹1,443 per equity share. The buyback resulted in a cash outflow of ₹800.62 million (buyback
value ₹649.35 million plus buyback tax amount ₹151.27 million under section 115QA of the Income Tax Act, 1961). Other than the
abovementioned buy back of shares during year ended March 31, 2023, the Group has not undertaken any buy back of shares transaction during
the last five years immediately preceding the current year.

For further details, see “Restated Consolidated Financial Information – Note 44 – Related Party Transactions”
on page 334.

35
Financing arrangements

There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our
Directors and their relatives (as defined in the Companies Act, 2013) have financed the purchase by any other
person of securities of our Company, other than in the normal course of the business of the financing entity, if
any, during a period of six months immediately preceding the date of this Draft Red Herring Prospectus.

Weighted average price at which specified securities were acquired by the Promoters and the Selling
Shareholders in the last one year preceding the date of this Draft Red Herring Prospectus

Except as disclosed below, no specified securities were acquired by the Promoters and the Selling Shareholders
in the one year preceding the date of this Draft Red Herring Prospectus:

Number of Equity Shares of face

Weighted average price
value of ₹1 each acquired in the last
S. No. Name of acquisition per Equity
one year preceding the date of this
Share (in ₹)^
Draft Red Herring Prospectus
Promoters
1. Hari Shanker Khemka 15,775,400 Nil**
2. Aditya Khemka* 48,891,960 Nil**
3. Ananmay Khemka* 740,320 Nil**
Selling Shareholders
4. Rishi Khemka 15,580,000 Nil**
5. Hari Shankar Khemka (HUF) 624,280 Nil**
6. Shradha Khemka 371,200 Nil**
7. Aditya Khemka (HUF) 16,840 Nil**
*
Also a Promoter Selling Shareholder.
**
Our Company has issued bonus shares on June 17, 2024 in the ratio of four Equity Shares of face value of ₹1 each for every one Equity
Share of face value of ₹1 each held.
^
As certified by RNBP & Co., Chartered Accountants, pursuant to their certificate dated September 30, 2024.

Weighted average cost of acquisition of all shares transacted in the one year, 18 months and three years
preceding the date of this Draft Red Herring Prospectus:

Range of acquisition
Weighted average cost Cap Price is ‘x’ times
price per equity share:
Period of acquisition per the weighted average
lowest price – highest
equity share (in ₹)^#% cost of acquisition*
price (in ₹)^
Last one year preceding the date 26.43 [●] Nil – 340.32
of this Draft Red Herring
Prospectus
Last 18 months preceding the date 26.43 [●] Nil – 340.32
of this Draft Red Herring
Prospectus
Last three years preceding the date 24.76$ [●] Nil – 340.32
of this Draft Red Herring
Prospectus
*
To be updated in the Prospectus following finalisation of the Cap Price.
#
The cost of acquisition of equity shares has been adjusted for the sub-division in the face value of the equity shares of our Company from ₹10
each to ₹1 each pursuant to a resolution of the Shareholders dated June 17, 2024, as applicable.
%
Our Company has issued bonus shares on June 17, 2024 in the ratio of four Equity Shares of face value of ₹1 each for every one Equity
Share of face value of ₹1 each held.
$
The above table excludes 450,000 equity shares of face value of ₹10 each which were bought back by our Company on March 1, 2023 at a
price of ₹1,443.00 per equity share, pursuant to the resolutions approved by our Board and Shareholders on January 4, 2023 and January 9,
2023, respectively.
^
As certified by RNBP & Co., Chartered Accountants, pursuant to their certificate dated September 30, 2024.

Details of the price at which specified securities were acquired in the three years preceding the date of this
Draft Red Herring Prospectus

The details of the price at which specified securities have been acquired by the Promoters, members of the
Promoter Group, Selling Shareholders and the shareholders entitled with right to nominate directors or with any
other such rights, in the three years preceding the date of this Draft Red Herring Prospectus are set out below:

36
 Average cost of
Number of Equity
S. Name of the acquirer / Date of Nature of acquisition per
Shares of face
No. Shareholder acquisition acquisition Equity Share (in
value of ₹1 each**
₹)^
Promoters
1. Hari Shanker Khemka June 17, 2024 Bonus issue in the 15,775,400$ Nil
ratio of 4:1@
2. Aditya Khemka* March 24, 2023 Gift from Hari 617,000& Nil%
Shanker Khemka
and Rishi Khemka
June 17, 2024 Bonus issue in the 48,891,960$ Nil
ratio of 4:1@
3. Ananmay Khemka* March 24, 2023 Gift from Hari 18,500&% Nil%
Shanker Khemka
and Rishi Khemka
June 17, 2024 Bonus issue in the 740,320$ Nil
ratio of 4:1@
Members of the Promoter Group#
4. Rishi Khemka June 17, 2024
Bonus issue in the 15,580,000$ Nil
ratio of 4:1@
5. Hari Shankar Khemka June 17, 2024 Bonus issue in the 624,280$ Nil
(HUF) ratio of 4:1@
6. Aditya Khemka (HUF) June 17, 2024 Bonus issue in the 16,840$ Nil
ratio of 4:1@
7. Shradha Khemka June 17, 2024 Bonus issue in the 371,200$ Nil
ratio of 4:1@
Shareholders with the right to nominate directors or with such rights
8. Dixon Technologies September 18, Preferential 7,305,805$ 340.32
(India) Limited 2024 allotment on a
private placement
basis, pursuant to
share subscription
and purchase
agreement dated
July 8, 2024,
amongst our
Company, Dixon
Technologies
(India) Limited and
AIL Dixon
*
Also a Promoter Selling Shareholder.
#
Also a Promoter Group Selling Shareholder.
$
The equity shares transacted during this period were with a face value of ₹1 per equity share.
&
The equity shares transacted during this period were with a face value of ₹10 per equity share.
%
The shares have been received as gift and no consideration paid against the same, hence the total cost has been considered as nil.
@
Pursuant to the Board resolution dated June 12, 2024, the Company approved the bonus issue of its equity shares of face value of ₹1 each
in the ratio of 4:1 to its existing shareholders. This was further approved by the Shareholders in the EGM held on June 17, 2024. The bonus
shares were issued without any consideration from the Shareholders, hence the cost of acquisition has been taken as ₹Nil.
**
The number of equity shares has been adjusted for the sub-division in the face value of the equity shares of our Company from ₹10 each to
₹1 each pursuant to a resolution of the Shareholders dated June 17, 2024, as applicable.
^
As certified by RNBP & Co., Chartered Accountants, pursuant to their certificate dated September 30, 2024.

Average cost of acquisition

The average cost of acquisition of Equity Shares by our Promoters and the Selling Shareholders as at the date of
this Draft Red Herring Prospectus is set forth below:

Number of Equity Shares of Average cost of acquisition

S. No. Name
face value of ₹1 each per Equity Share (in ₹)^#
Promoters**
1. Hari Shanker Khemka 19,719,250 0.15
2. Aditya Khemka* 61,114,950 0.10
3. Ananmay Khemka* 925,400 Nil
Selling Shareholders
4. Rishi Khemka 14,716,749 Nil
5. Hari Shankar Khemka (HUF) 7,80,350 0.20
6. Shradha Khemka 4,64,000 0.20

37
 Number of Equity Shares of Average cost of acquisition
S. No. Name
face value of ₹1 each per Equity Share (in ₹)^#
7. Aditya Khemka (HUF) 21,050 0.20
*
Also a Promoter Selling Shareholder.
**
One of our Promoters, Hari Khemka Business Family Trust do not hold any Equity Shares of the Company, as on the date of this Draft Red
Herring Prospectus.
#
The average cost of acquisition of equity shares has been adjusted for the sub-division in the face value of the equity shares of our Company
from ₹10 each to ₹1 each pursuant to a resolution of the Shareholders dated June 17, 2024, as applicable.
^
As certified by RNBP & Co., Chartered Accountants, pursuant to their certificate dated September 30, 2024.

For further details of the cost of acquisition of our Promoters, see “Capital Structure – Build-up of the Promoters’
shareholding in our Company” on page 105.

Details of Pre-IPO Placement

Our Company, in consultation with the BRLMs, may consider a further issue of Equity Shares through a private
placement, preferential allotment or any other method as may be permitted under applicable law, aggregating to
₹1,000.00 million (the “Pre-IPO Placement”), prior to the filing of the Red Herring Prospectus. The Pre-IPO
Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If
the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from
the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR.

The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion
of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment
pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer, or
that the Offer may be successful and will result in the listing of the Equity Shares on the Stock Exchanges. Further,
relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall
be appropriately made in the relevant sections of the Red Herring Prospectus and Prospectus.

Issue of Equity Shares for consideration other than cash in the last one year

Except as disclosed in “Capital Structure” on page 99, our Company has not issued any Equity Shares for
consideration other than cash in the one year preceding the date of this Draft Red Herring Prospectus.

Split or consolidation of Equity Shares in the last one year

Except for as mentioned below, our Company has not undertaken any split or consolidation of the Equity Shares
in the one year preceding the date of this Draft Red Herring Prospectus:

Pursuant to resolutions passed by our Board and our Shareholders in their respective meetings held on June 12,
2024 and June 17, 2024, the face value of the equity shares of our Company was sub-divided from ₹10 each to ₹1
each. Accordingly, the authorised share capital of our Company comprising of 1,50,00,000 equity shares of face
value of ₹10 each were sub-divided into 150,000,000 Equity Shares of face value of ₹1 each and the aggregate
issued, subscribed and paid-up equity share capital of our Company comprising of 10,250,000 equity shares of
face value of ₹10 each were sub-divided into 102,500,000 Equity Shares of face of ₹1. See “Capital Structure –
Notes to the Capital Structure –Equity Share Capital History of our Company” on page 100.

Exemption from complying with any provisions of securities laws, if any, granted by SEBI

As on the date of this Draft Red Herring Prospectus, our Company has not sought any exemptions from complying
with any provisions of securities laws by SEBI.

38
 SECTION III – RISK FACTORS

An investment in our Equity Shares involves a high degree of risk. You should carefully consider all the
information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before
making an investment in our Equity Shares. The risks described in this section are those that we consider to be
the most significant to our business, results of operations, cash flows and financial condition as of the date of this
Draft Red Herring Prospectus.

The risks set out in this section may not be exhaustive and additional risks and uncertainties, not currently known
to us or that we currently do not deem material, may arise or may become material in the future and may also
adversely affect our business, results of operations, cash flows, financial condition and/or prospects. If any or a
combination of the following risks, or other risks that are not currently known or are not currently deemed
material, actually occur, our business, results of operations, cash flows, and financial condition and/or prospects
could be adversely affected, the trading price of our Equity Shares could decline, and investors may lose all or
part of their investment. In order to obtain a complete understanding of our Company and our business,
prospective investors should read this section in conjunction with “Our Business”, “Industry Overview”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Restated
Consolidated Financial Information” on pages 202, 146, 358 and 287, respectively, as well as the other financial
and statistical information contained in this Draft Red Herring Prospectus. In making an investment decision,
prospective investors must rely on their own examination of us and our business and the terms of the Offer
including the merits and risks involved.

On September 18, 2024, we acquired the remaining 50.00% equity shares in AIL Dixon Technologies Private
Limited (“AIL Dixon”) from Dixon Technologies (India) Limited. Prior to acquisition of such equity shares, AIL
Dixon was a joint venture between our Company and Dixon Technologies (India) Limited, pursuant to a joint
venture agreement and the manufacturing of our products were carried out by AIL Dixon. With this acquisition,
we have consolidated all operations at the group level, while AIL Dixon continues to manufacture our products.
As per our accounting policy, investments in joint venture are accounted for using the equity method. Accordingly,
the Restated Consolidated Financial Information reflects our share of the results of operations and our share of
profit or loss of AIL Dixon in the restated consolidated statement of profit and loss.

Prospective investors should consult their tax, financial and legal advisors about the particular consequences of
investing in the Offer. Unless specified or quantified in the relevant risk factors below, we are unable to quantify
the financial or other impact of any of the risks described in this section. Prospective investors should pay
particular attention to the fact that our Company is incorporated under the laws of India and is subject to a legal
and regulatory environment which may differ in certain respects from that of other countries. In making an
investment decision, prospective investors must rely on their own examinations of us and the terms of the Offer,
including the merits and the risks involved.

This Draft Red Herring Prospectus also contains certain forward-looking statements that involve risks,
assumptions, estimates and uncertainties. Our actual results could differ from those anticipated in these forward-
looking statements as a result of certain factors, including the considerations described below and elsewhere in
this Draft Red Herring Prospectus. For further information, see “Forward-Looking Statements” on page 25.

Further, names of certain suppliers have not been included in this Draft Red Herring Prospectus either because
relevant consents for disclosure of their names were not available or in order to preserve confidentiality.

Unless otherwise indicated, the financial information included herein is based on our Restated Consolidated
Financial Information included in this Draft Red Herring Prospectus. For further information, see “Restated
Consolidated Financial Information” on page 287. Additionally, see Pro Forma Consolidated Financial
Information as at and for the year ended March 31, 2024, on page 345, which has been prepared for illustrative
purposes to show the effects of the acquisition of AIL Dixon on our financial position as at March 31, 2024 as if
the acquisition had taken place as at March 31, 2024 and our financial performance for the year ended March
31, 2024 as if the acquisition had taken place at the beginning of the said financial year, being April 1, 2023.

Unless otherwise indicated, industry and market data used in this section has been derived from the industry
report titled “Video Surveillance and Security Market in India” dated September 26, 2024 (the “F&S Report”)
prepared and issued by F&S, appointed by us on May 28, 2024 and exclusively commissioned and paid for by us
for the purposes of confirming our understanding of the industry, in connection with the Offer. Unless otherwise
indicated, financial, operational, industry and other related information derived from the F&S Report and

39
included herein with respect to any particular year refers to such information for the relevant calendar year. A
copy of the F&S Report is available on the website of our Company at https://www.adityagroup.com/. For more
information, see “– Internal Risk Factors – Industry information included in this Draft Red Herring Prospectus
has been derived from an industry report prepared by F&S exclusively commissioned and paid for by us for such
purpose.” on page 63. Also see, “Certain Conventions, Use of Financial Information and Market Data and
Currency of Presentation – Industry and Market Data” on page 23.

Internal Risk Factors

1. Our 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 78.92% of our revenue from operations in Fiscal
2024. 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 our business, results of
operations, cash flows and financial condition.

Our financial performance is currently dependent on the revenue from sale of CCTV cameras, NVRs, DVRs and
PTZs cameras. Our sale of CCTV cameras, NVRs, DVRs and PTZs cameras may decline as a result of
technological changes leading to adoption of alternative surveillance devices and mechanisms, increased
competition, pricing pressures arising out of increase in manufacturing costs, changes in regulation governing
surveillance technology and other factors outside our control. If the sales volume or pricing of CCTV cameras,
NVRs, DVRs and PTZs cameras sold by us declines in the future, our business, financial condition, cash flows
and results of operations could be adversely affected.

Our results of operations are dependent on our ability to attract customers by anticipating and responding to
changes in customer preferences, changes in technology, surveillance requirements and modifying our existing
products in line with changes in customer requirements and preferences. The table below sets forth the
contribution of the sale of our key products to our revenue from operations:

Fiscal
2024 2023 2022
Percentage Percentage Percentage
Particulars of Revenue of Revenue of Revenue
Amount Amount Amount
from from from
(₹ in million) (₹ in million) (₹ in million)
Operations Operations Operations
(%) (%) (%)
Revenue from sale 21,958.01 78.92 18,569.08 81.28 14,630.01 88.87
of CCTV cameras,
NVRs, DVRs and
PTZs cameras
Revenue from sale 5,866.25 21.08 4,276.39 18.72 1,832.10 11.23
of other products
and provision of
services*
*
Other products includes cables, hard disks, video door phones, SMPS, routers and monitors.

If we are unable to anticipate and gauge customer preferences, or if we are unable to adapt to such changes in a
timely manner or at all, we may lose or fail to attract customers. Further, if we are not able to adapt to the changing
technological trends, our surveillance devices may become obsolete and we may be subject to pricing pressure to
write-off such inventory. While we have not faced such challenges in the three preceding Fiscals, we cannot assure
you that such instances will not occur in future, which in turn could adversely affect our business, results of
operations, cash flows and financial condition.

2. We depend on a limited number of suppliers for parts, materials and products. Any interruption in the
availability of parts, materials and products could adversely affect our business, results of operations, cash
flows and financial condition.

We depend on a limited number of suppliers for the procurement of parts and materials required for our
manufacturing operations and products for sale to customers. We source parts such as chips, lenses, printed circuit
board components, housing and sensors for our manufacturing operations from a combination of domestic and

40
foreign suppliers from Taiwan and China. Our suppliers in turn depend on third parties for materials such as steel,
aluminium, plastic, rubber and components such as chips and lenses, and for the parts they manufacture for us.
Our ability to manufacture video recorders, CCTV cameras and other surveillance equipment depends on the
continued availability of parts and materials required for our manufacturing operations and for our suppliers’ parts'
manufacturing process. The table below sets forth details regarding supplies sourced from our largest supplier,
top five suppliers and top 10 suppliers in the periods indicated:

Fiscal 2024 Fiscal 2023 Fiscal 2022

Percentage of Percentage of Percentage of
cost of cost of cost of
Particulars Amount Amount Amount
materials materials materials
(₹ in million) (₹ in million) (₹ in million)
consumed consumed consumed
(%) (%) (%)
Largest supplier 11,128.35 49.03 9,353.89 44.37 7,585.84 47.80
Top 5 suppliers 20,324.22 89.54 18,460.20 87.56 14,629.54 92.18
Top 10 suppliers 21,340.30 94.02 19,612.22 93.02 15,178.76 95.64
Notes:
(i) References to ‘Suppliers’ are to suppliers in a particular Fiscal and does not refer to the same suppliers across all Fiscals.
(ii) Our top 10 suppliers for Fiscal 2024 include AIL Dixon, Dahua Technology India Private Limited, Wirelux Cables Private Limited,
Shenzhen Sworix Technology Co., Ltd, Aggressive Electronics Manufacturing Service Private Limited, Orient Cables India Private
Limited, VVDN Techologies Private Limited, Itooner International Limited and Hangzhou Qizhi System Engineering Co., Ltd..
(iii) Our top 10 suppliers for Fiscal 2023 include AIL Dixon, Dahua Technology India Private Limited, Wirelux Cables Private Limited,
Shenzhen Sworix Technology Co., Ltd, Aggressive Electronics Manufacturing Service Private Limited, Orient Cables India Private
Limited, and Itooner International Limited.
(iv) Our top 10 suppliers for Fiscal 2022 include AIL Dixon, Dahua Technology India Private Limited, Wirelux Cables Private Limited,
Shenzhen Sworix Technology Co., Ltd, Aggressive Electronics Manufacturing Service Private Limited, and Orient Cables India Private
Limited.
(v) Names of certain suppliers have not been included in this Draft Red Herring Prospectus either because relevant consents for disclosure
of their names were not available or in order to preserve confidentiality.

Although there may be many suppliers that provide certain parts and materials that we need for our operations, as
part of our cost strategy and in order to maintain consistency in quality and quantity of supplies, we strategically
onboard certain suppliers typically for a period of one to three years.

Among the leading suppliers for products is Dahua Technology India Private Limited (“Dahua”). For details, see
“– A significant portion of our revenue from operations is generated from sale of products supplied by Dahua
which contributed to 28.41% of our revenue from operations in Fiscal 2024. Any disruption in the supply of
products for sale by Dahua at commercially viable terms, or demand thereof, may adversely affect our business,
results of operations, cash flows and financial condition.” on page 43.

If we are unable to retain our key suppliers on commercially favourable terms, we may have to seek alternative
suppliers as replacements which may result in increased costs, impact quality and cause delays in our
manufacturing and sale schedules, which in turn could adversely affect our business, results of operations and
reputation.

While there have been no such instances in the three preceding Fiscals, any failure by our suppliers to provide
parts and materials to us on time or at all, or as per our specifications and quality standards for reasons such as
capacity limitations, breakdowns, machine failures, industrial relations and safety issues, could have an adverse
impact on our ability to meet our manufacturing and delivery schedules. Continued fluctuations in the cost of
commodities, supply interruptions or shortages could cause our suppliers to increase their costs, which in turn
may have an adverse impact on our business, results of operations, cash flows and financial condition.

3. We import a portion of our parts and materials. Any restrictions on imports or fluctuation in global
commodity prices that affect our parts and materials could adversely affect our business, results of
operations, cash flows and financial condition.

Our operations and our suppliers’ ability to provide parts and materials to us at competitive prices is affected by
global commodity prices, inflation and our ability to negotiate with our suppliers effectively. For example, pricing
and availability of commodities can be volatile due to numerous factors beyond our control, including general
domestic and international economic conditions, geopolitical tensions, extreme weather changes, import duties
and tariffs and foreign currency exchange rates. Other factors such as tariffs and economic or political conditions

41
of the countries where we procure supplies from may also result in increases in costs of parts and materials, which
could increase our production and delivery costs and reduce our margins.

The table below sets forth the cost of parts and materials sourced from India and outside India by our Company
for the periods indicated:

Fiscal
Particulars
2024 2023 2022
Purchase of parts and materials sourced from 21,073.32 19,092.83 14,646.71
India (₹ in million)
Purchase of parts and materials sourced from 92.84 90.56 92.29
India, as percentage of cost of materials
consumed (%)
Purchase of parts and materials sourced from 1,625.31 1,991.00 1,223.91
outside India (₹ in million)
Purchase of parts and materials sourced from 7.16 9.44 7.71
outside India, as a percentage of cost of
materials consumed (%)

The table below sets forth the cost of parts and materials sourced from India and outside India by AIL Dixon for
the periods indicated:

Fiscal
Particulars
2024 2023 2022
Purchase of parts and materials sourced from 929.33 1,293.94 1,237.84
India (₹ in million)
Purchase of parts and materials sourced from 8.12 13.84 15.22
India, as percentage of cost of materials
consumed (%)
Purchase of parts and materials sourced from 10,515.56 8,056.14 6,896.53
outside India (₹ in million)
Purchase of parts and materials sourced from 91.88 86.16 84.78
outside India, as a percentage of cost of
materials consumed (%)

We import parts and materials primarily from countries such as Taiwan and China. We therefore depend on the
economic and political conditions of these countries. Negative incidents involving these regions may materially
impede our supply chain and operations. Further, while there have been no such instances in the three preceding
Fiscals, any imposition of import restrictions, change in geopolitical relationships or other circumstances affecting
our ability to import parts and materials could require us to identify alternative sources of these parts and materials.
We cannot assure you that we will be able to identify alternative sources of supply in a timely and cost-efficient
manner, or at all, which may adversely affect our business, results of operations, cash flows and financial
condition.

4. Our manufacturing facility is located in Andhra Pradesh, which exposes our operations to potential risks
arising from local and regional factors such as adverse social and political events, weather conditions and
natural disasters. Any disruption in the continuous operations of our manufacturing facility would have
an adverse effect on our business, results of operations, cash flows and financial condition.

As of the date of this Draft Red Herring Prospectus, we have one manufacturing facility, located in Kadapa,
Andhra Pradesh, owned and operated by our Material Subsidiary, AIL Dixon. Our business is dependent on our
ability to efficiently manage our manufacturing facility and the operational risks associated with it, including those
beyond our reasonable control. Due to the geographic location of our manufacturing facility, our operations are
susceptible to local and regional factors, such as civil unrest as well as other adverse social, economic and political
events in Andhra Pradesh, weather conditions, natural disasters, regional conflicts and other unforeseen events
and circumstances. Consequently, any significant social, political or economic disruption, or natural calamities or
civil disruptions in Andhra Pradesh, or changes in policies of the state or local governments or the government of
India or adverse developments related to competition in the state, may adversely affect our business, results of
operations, cash flows and financial condition.

42
Additionally, any unscheduled, unplanned or prolonged disruption of our manufacturing operations, including on
account of power failure, fire, mechanical failure of equipment, performance below expected levels of output or
efficiency, non-availability of adequate labour or disagreements with our workforce, lockouts, earthquakes and
other natural disasters, industrial accidents, any significant social, political or economic disturbances or infectious
disease outbreaks, could reduce our ability to manufacture our products and adversely affect sales and revenues
from operations. Disruptions in our manufacturing operations could require us to temporarily or permanently
cease operations at our manufacturing facility and require us to incur additional expenditure to attempt to mitigate
such disruption. Further, any significant malfunction or breakdown of our equipment or machinery may involve
significant repair and maintenance costs and cause delays in our operations. In addition, we may be subject to
manufacturing disruptions in case of any contravention by us of applicable regulatory approvals. We may also be
required to carry out planned shutdowns of our manufacturing facility for maintenance, statutory inspections and
testing, or shut down due to equipment upgrades.

If any industrial accident, loss of human life or environmental damage were to occur we could be subject to
significant penalties, other actionable claims and, in some instances, criminal prosecution. For example, in January
2024, a fire accident occurred in a custom bonded warehouse in Chennai which resulted in destruction of stock
owned by our Material Subsidiary and it incurred losses amounting to ₹1,769.94 million. Our Material Subsidiary
issued a demand notice to the warehouse owner to indemnify it for the losses.

While we have not encountered any fatalities, our employees have faced certain injuries in our facilities. We have
not faced any legal actions for such employee injury as of March 31, 2024, however, any such future accident
may result in litigation, the outcome of which is difficult to assess or quantify, the cost to defend such litigation
can be significant and our insurance may not be sufficient to provide complete coverage. As a result, the costs to
defend any action or the potential liability resulting from any such accident or death or arising out of any other
litigation, and any negative publicity associated therewith, may have a negative effect on our business, financial
condition, results of operations, cash flows and prospects. Any such accidents may result in a loss of property and/
or disruption in our manufacturing operations entirely, levy of fines, penalties or compensation and/or adverse
action against our employees, officers or management, which could have an adverse effect on our business
operations and financial performance.

5. A significant portion of our revenue from operations is generated from sale of products supplied by Dahua
which contributed to 28.41% of our revenue from operations in Fiscal 2024. Any disruption in the supply
of products for sale by Dahua at commercially viable terms, or demand thereof, may adversely affect our
business, results of operations, cash flows and financial condition.

Our relationship with Dahua began over 16 years ago and we have grown from being one of the distributors of
Dahua’s products to becoming their exclusive distributor in India since 2023. A significant portion of our revenue
from operations is generated from sale of products supplied by Dahua. Set forth below is the revenue generated
from sale of products supplied by Dahua for the periods indicated:

Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022

Revenue from sale of products supplied by 7,906.26 7,327.45 5,612.15
Dahua (₹ in million)
Revenue from sale of products supplied by 28.41 32.07 34.09
Dahua, as a percentage of revenue from
operations (%)

Any unscheduled, unplanned or prolonged disruption of supply of such products from Dahua at commercially
viable terms, or a decline in the demand for such products may adversely affect our business, results of operations,
cash flows and financial condition.

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

In 2017, we entered into a joint venture agreement with Dixon Technologies (India) Limited ("Dixon"), a
prominent electronic manufacturing services company in India, which has enabled us to expand on our
manufacturing operations through AIL Dixon Technologies India Private Limited (“AIL Dixon”). On September
18, 2024, we acquired AIL Dixon. Prior to the acquisition, the manufacturing of our products was carried out by

43
AIL Dixon. As a result of this acquisition, we were able to consolidate all of the operations into our business at a
group level. Now our Material Subsidiary, AIL Dixon, continues to engage in the manufacturing of our products
at our Kadapa Facility. We have also entered into a services agreement dated September 26, 2024 for the provision
of certain services by Dixon in relation to our manufacturing operations for products to be supplied by us to our
customers and third parties. Historically, our partnership with Dixon through a joint venture has enabled us to
expand on our manufacturing operations. We cannot assure you that we will be able to grow our manufacturing
operations at a similar pace, or realise the synergies of our arrangements with Dixon in the future. Any disruption
in our relationship with Dixon or AIL Dixon may adversely affect our business, results of operations, cash flows
and financial condition.

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

Pursuant to memorandum of family settlement dated December 15, 2014, entered into between our Company and
CP Plus FZE, UAE, we have been restricted to sell our products under certain identified trademarks in certain
geographical regions, including, the Middle-East, Africa, and the Commonwealth of Independent States. This
arrangement may curtail our ability to expand our operations in these regions and ensure a wider geographical
reach. As such, our business, results of operations, financial condition and cash flows may be adversely affected.

8. We are subject to strict quality requirements and the sale of our products is dependent on our quality
controls and standards. Any failure to comply with quality standards may adversely affect our business,
results of operations, cash flows and financial condition.

All our products and manufacturing processes are subject to stringent quality standards and specifications,
including those of our customers. As a result, any failure on our part to maintain applicable standards and
manufacture products according to prescribed quality specifications, may lead to loss of reputation and goodwill,
cancellation of orders, loss of customers, rejection of products, which will require us to incur additional cost that
may not be borne by the customer, which could have an adverse impact on our business prospects and financial
performance. Additionally, it could expose us to pecuniary liability and/ or litigation. Our products need to be
interoperable with other security networks and infrastructure, and any non-adherence to product specifications
could result in us having to recall products. While there have been no such instances in the three preceding Fiscals,
quality defects resulting from errors and omission may result in customers cancelling current or future orders
resulting in damage to our reputation, loss of customers, which could adversely affect our business prospects and
financial performance.

The quality of our products is critical to the success of our business, which, in turn, depends on a number of
factors, including the design of our system, and the implementation and application of our quality control policies
and guidelines. Any significant failure or deterioration of our quality control system could result in defective or
substandard products, which, in turn, may result in delays in the delivery of our products and the need to replace
defective or substandard products. Further, we may be required to incur additional expenditure in upgrading our
quality control systems, and obtain and maintain additional quality certifications and accreditations.

9. Any disruption or shutdown of our warehouse facilities, or failure to achieve optimal capacity utilisation
at such facilities could adversely affect our business, results of operations and financial condition.

We store our inventory in our warehouses across India, from where products are distributed. As of March 31,
2024, we had 10 warehouses. We store our inventory at our warehouses, and transport products from warehouses
to our customers, based on orders received. While we monitor the inventory at our warehouses through an ERP
system, and closely track capacity and utilisation of our warehouses, if there is any disruption to the operations at
our warehouses, or if we experience any shutdowns of our warehouses due to factors beyond our control, our
supply chain and operations will be adversely affected, impacting our ability to honour our contractual obligations,
which may expose us to legal claims. In January 2024, AIL Dixon, had suffered loss of stock due to fire at a
custom bonded warehouse resulting in destruction of stock of ₹1,769.94 million. Further, we suffered a loss of
₹57.87 million in Fiscal 2023 on account of loss of stock in fire incident at our warehouse in Bhiwandi,
Maharashtra.

44
In addition, we plan our operations and take on distribution obligations factoring in the capacity of our warehouses,
our delivery network and other factors. Failure to achieve optimal capacity utilisation of our warehouses would
lead to inefficiencies in our operations, which may adversely affect our cash flows, business, future financial
performance and results of operations.

10. We may not be able to successfully develop new products and technology capabilities if we are unable to
identify emerging trends, which could adversely impact our business, results of operations, cash flows and
financial condition.

Our industry is characterized by rapidly changing technology, evolving industry standards, new service and
product introductions and changing customer demands. Our ability to enhance our current products and services
and to develop and introduce innovative products and services that address the increasingly sophisticated needs
of our customers will affect our future success. Our ability to anticipate changes in technology and to successfully
adopt these capabilities on a timely basis is a significant factor in our ability to remain competitive. In particular,
we are required to introduce features that enhance the surveillance efficacy of our products, which our research
and development team is engaged in. We believe that our future success will depend in part upon our ability to
develop new production processes and successfully anticipate or respond to technological changes in production
processes in a cost-effective manner and on a timely basis. The table below sets forth our technology and related
costs and research and development expenses in the corresponding periods:

Fiscal 2024 Fiscal 2023 Fiscal 2022

Percentage Percentage Percentage
of Revenue of Revenue of Revenue
Particulars Amount Amount Amount
from from from
(₹ in million) (₹ in million) (₹ in million)
Operations Operations Operations
(%) (%) (%)
Technology and 65.09 0.23 46.12 0.20 28.81 0.18
related costs (₹ in
million)
Research and 152.99 0.55 77.90 0.34 76.90 0.47
development
expenses*
*
Note: Research and development expenses include operational expenses and capital expenditure for the relevant period.

However, our investments in research and development for new products and processes may result in higher costs
without proportionate increase in revenues and we may not be able to introduce new products and features to cater
to evolving customer requirements. Further, we cannot assure you that we will be successful in developing new
manufacturing processes, technology capabilities and product advancements that will allow us to adapt to
changing customer requirements and preferences. If we are unable to develop these in a timely manner, or at all,
we may be unable to effectively implement our strategies, and our business, results of operations, cash flows and
financial condition may be adversely affected.

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

As part of our operations, we also assist in conceptualizing and executing customized products and solutions for
diverse security requirements of customers. For further information, see “Our Business – Description of our
Business Operations” on page 215. If deployment of our solutions is deemed unsatisfactory by our clients, we
may incur significant costs to attain and sustain client satisfaction or, in extreme cases, our clients may choose not
to deploy our solutions in the future. While we have not faced any material issues in the implementation of our
solutions in the three preceding Fiscals, there can be no assurance that we will not encounter issues in future.

We engage implementation specialists that assist with deploying our solutions, who have requisite training, tools,
and techniques to ensure that our large and complex implementation projects are planned, executed, monitored,
and communicated effectively. As we hire new personnel, we may fail to effectively train employees, leading to
slower growth, additional costs and poor customer relations. For further information, see “Our Business – Human
Resources” on page 238. As we continue to develop new solutions, improve our existing offerings and pursue
opportunities for larger deals with greater technical complexity that require more complex integrations with our

45
client’s workflows, or that involve the deployment of untested products, we may experience a longer time period
for our solutions to deploy and as a result, our revenue recognition for these deals may be delayed. We may face
greater difficulties deploying our solutions in such cases and be subject to additional costs to meet our contractual
obligations with these clients.

Following implementation, deployment and integration of our solutions, our clients typically depend on our
technical support team to help resolve technical issues, assist in optimizing the use of our solutions and facilitate
adoption of new functionality. If we do not effectively assist our clients in deploying our solutions, succeed in
helping our clients quickly resolve technical and other post-deployment issues, or provide effective solutions, our
ability to expand the use of our solutions within existing clients and to sell our solutions to new clients will be
adversely impacted. We may also be unable to respond quickly enough to accommodate short-term increases in
customer demand for our services. Increased customer demand for these solutions, without corresponding
revenues, could also increase costs and adversely affect our results of operations.

12. We are unable to trace some of our historical records including forms filed with the Registrar of
Companies

Certain of our Company’s corporate records and form filings are not traceable. These corporate records and form
filings include: (i) share transfer forms in relation to the share transfers undertaken by the shareholders of the
Company made prior to or during 2013; and (ii) annual returns of the Company for Fiscals 1998 and 2013.

While we have conducted searches of our records at our Company’s offices, on the MCA portal maintained by
the Ministry of Corporate Affairs, we have not been able to trace the aforementioned corporate records. In this
regard, we have also relied on the search report dated September 24, 2024 prepared by Anuj Gupta & Associates,
an independent practicing company secretary, which was prepared basis their physical search of the documents
available with the Registrar of Companies and search of the information and records available on the portal of the
Ministry of Corporate Affairs. We have also approached the Registrar of Companies through our email dated
September 27, 2024, highlighting the missing form filings. Accordingly, we have included the details of the build-
up of the share capital of the Company, the build-up of the Promoters’ shareholding in our Company and the
acquisition or transfer of securities through secondary transactions by the members of the Promoter Group (apart
from our Promoters) in this Draft Red Herring Prospectus, by placing reliance on other corporate records such the
resolutions passed by the Board and Shareholders, where applicable and available, annual returns filed by our
Company, to the extent available, the register of members and register of transfers, maintained by our Company
and board resolutions noting share transfers, for our disclosures. We cannot assure you that, in future, we will not
be subjected to any liability on account of such non-compliances. Although no legal proceedings or regulatory
actions have been initiated or pending against us in relation to such untraceable secretarial and other corporate
records and documents, if we are subject to any such liability, it may have an adverse effect on our reputation,
financial condition, cash flows and results of operations. Further, there can be no assurance that there will be no
such delays or non-compliances in the future and our Company will not be subject to adverse actions by the
authorities.

13. We do not generate recurring revenues as part of our integrated security-related projects. Failure to
acquire new business could adversely affect our business, results of operations, cash flows and financial
condition.

We derive a portion of our revenues from the installation of surveillance and safety systems under integrated
projects, which are generally non-recurring. Our customers are primarily commercial entities. We manufacture
and install security systems for these customers and generate revenues from the sale of these systems to our
customers and, to a lesser extent, from maintenance of these systems for our customers. The table below sets forth
the contribution of our integrated security-related projects for customers to our revenue from operations:

Fiscal 2024 Fiscal 2023 Fiscal 2022

Percentage Percentage Percentage
of Revenue of Revenue of Revenue
Particulars Amount Amount Amount
from from from
(₹ in million) (₹ in million) (₹ in million)
Operations Operations Operations
(%) (%) (%)
Revenue from 3,951.67 14.20 3,870.32 16.94 1,927.46 11.71
integrated security-

46
 Fiscal 2024 Fiscal 2023 Fiscal 2022
Percentage Percentage Percentage
of Revenue of Revenue of Revenue
Particulars Amount Amount Amount
from from from
(₹ in million) (₹ in million) (₹ in million)
Operations Operations Operations
(%) (%) (%)
related projects

After we have manufactured and installed a system at any particular customer site, we have generated the majority
of revenues from that particular customer. We would not expect to generate significant revenues from any existing
customer in future years unless that customer has additional installation sites for which our services might be
required. Therefore, in order to maintain a level of revenues each year that is at or in excess of the level of revenues
we generated in prior years, we must identify and be retained by new customer. If our business development,
marketing and sales techniques do not result in an equal or greater number of projects of at least comparable size
and value for us in a given year compared to the prior year, our business, results of operations, cash flows and
financial condition may be adversely affected.

14. We derive a significant portion of our revenue from key customers. A loss of one or more of our key
customers, or a reduction in their demand for our products, could adversely affect our business, results of
operations, cash flows and financial condition.

During Fiscal 2024, we sold our products to 3,072 customers. However, we depend on certain key customers who
have contributed to a substantial portion of our revenues in terms of products sold. The table below sets forth the
contribution of our largest customer, top five customers and top 10 customers to our revenue from operations:

Fiscal 2024 Fiscal 2023 Fiscal 2022

Percentage of Percentage of Percentage of
Revenue Revenue Revenue
Particulars Amount Amount Amount
from from from
(₹ in million) (₹ in million) (₹ in million)
Operations Operations Operations
(%) (%) (%)
Top 1 customer 1,251.64 4.50 917.83 4.02 873.05 5.30
Top 5 customers 4,226.61 15.19 3,114.61 13.63 3,259.12 19.80
Top 10 6,626.66 23.82 4,806.81 21.04 4,755.01 28.88
customers
*
References to ‘Customers’ are to customers in a particular Fiscal and does not refer to the same customers across all Fiscals.

We cannot assure you that our key customers historically will continue to place similar orders with us in the future.
A significant decrease in business from such customers, whether due to circumstances specific to such customers
or adverse market conditions or the economic environment generally, may adversely affect our business, results
of operations, cash flows and financial condition. Our reliance on our significant customers may also provide such
customers increased pricing leverage against us when negotiating orders. We cannot assure you that we will be
able to maintain historic levels of business from our significant customers.

In addition, although we receive repeat orders from customers, we do not enter into long-term contracts with our
customers and have no exclusivity arrangement with any of them. In the absence of long-term contracts, there can
be no assurance that our existing customers will continue to purchase our products or that a customer will not
discontinue procuring their supplies from us. While there have been no such instances in the three preceding
Fiscals that materially affected our operations, cancellation by customers or delay or reduction in their orders or
instances where anticipated orders fail to materialize can result in excess inventory, thereby increasing our
inventory costs.

Further, in the event of any disputes with our customers including in relation to payments for the products
supplied, we may have limited recourse to seek contractual remedies against our customers due to absence of
formal and long term agreements with them. Our relationships with our customers are therefore dependent to a
large extent on our ability to regularly meet customer requirements, including price competitiveness, efficient and
timely product deliveries and consistent product quality. Resultant risks may include, but are not limited to,
reduction, delay or cancellation of orders from our key customers, failure to renew contracts with one or more of
our key customers, failure to renegotiate favourable terms with our key customers, the loss of these customers
entirely, our inability to meet the expectations to track the changing preferences of our customers or non-
acceptance of our products by customers, all of which would have an adverse effect on our business, results of

47
operations, cash flows and financial condition.

15. If we are unable to maintain our relationships with our distributors and system integrators or if any of
these parties change the terms of their arrangements with us, our business could be adversely affected.

We sold our surveillance products through our network of over 800 distributors in tier I, tier II and tier III cities,
and over 2,200 system integrators in Fiscal 2024. Accordingly, our sales are subject to demand variability by our
distributors. We do not enter into long-term agreements with our distributors for purchase of our products. Since
our distributors are generally not obliged to continue purchasing products from us, or otherwise retain their
business relationships with us, there is no assurance that their purchase orders or engagements will remain constant
or increase or that we will be able to maintain or add to our existing customer base. While the level and timing of
orders we receive vary for multiple reasons, including seasonal buying by end-users and general economic
conditions, we may also witness reduced orders owing to distributors receiving better prices, terms and conditions
from our competitors. Distributors submitting a purchase order may cancel, reduce or delay their orders. If we are
unable to anticipate and respond to the demands of our distributors, we may lose customers because we have an
inadequate supply of products to cater to their particular requirements. If there is a consolidation in the distributors
landscape, or distributors wish to change the terms of their typical contracts with us, we may not be able to
negotiate terms which are beneficial to us or which are financially viable. If we are unable to negotiate mutually
agreeable terms with such parties, we may lose our distributors. We may be unable to maintain or grow the size
of our distributors base or the level of engagement of our distributors. This could adversely affect our business,
financial condition, cash flows and results of operations. While we have not faced any instances of loss of
distributors that materially impacted our operations during the past three Fiscals, any such instance in the future
could affect our business, financial condition, cash flows and results of operations.

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

We sell products under our own brand of ‘CP PLUS’, which we believe is well recognized, having been developed
to serve the surveillance requirements needs of customers across India. In addition, we also distribute products
under the ‘Dahua’ brand. Our success therefore depends on our ability to maintain the brand image of our existing
products and effectively build our brand image for new products and brand extensions. Our ability to attract and
retain customers is dependent upon public perception and recognition of the quality associated with the ‘CP PLUS’
and ‘Dahua’ brands. Negative reviews from customers regarding the quality of our products, dissatisfaction
amongst our vendors, inability to deliver quality products at competitive prices could adversely affect public
perception. Further, allegations of product defects or misbranding, even when false or unfounded, could tarnish
our image and may cause customers to choose other products.

As a portion of our income is derived from our retail activities, maintaining and enhancing our brand may require
us to make substantial investments in areas such as outlet operations, employee training, marketing and
advertising, and these investments may not be successful. We plan to continue to enhance the brand recall of our
products through the use of targeted marketing and public relations initiatives, specifically with respect to new
geographies we intend to enter. The table below sets forth details of our advertising and business promotion
expenses

Fiscal 2024 Fiscal 2023 Fiscal 2022

Percentage Percentage Percentage
of Revenue of Revenue of Revenue
Particulars Amount Amount Amount
from from from
(₹ in million) (₹ in million) (₹ in million)
Operations Operations Operations
(%) (%) (%)
Advertising and 656.21 2.36 488.46 2.14 232.99 1.42
business promotion
expenses

If our marketing and advertising campaigns are poorly executed, or we are required to incur additional
expenditures than budgeted, our business and results of operations may be adversely affected. If we fail to maintain
our reputation, enhance our brand recognition or increase positive awareness of our products, or the quality of our
products declines, our business and prospects may be adversely affected.

48
As our business expands into new cities and as our markets become increasingly competitive, maintaining and
enhancing our brand may become increasingly difficult and expensive. Since we have various brands which span
different price points, we may not be able to focus or have the resources to market all our products. If we are
unable to enhance the visibility of our brands, it would have an adverse effect on our business, reputation and our
financial condition.

17. We have incurred capital expenditure in the past and will continue to incur capital expenditure in the
future, and such expenditure may not yield the benefits we anticipate.

We have expansive operations across India, and as of March 31, 2024, we had 40 branch offices, and we intend
to continue expanding our physical presence. For further information, see “Our Business – Business Strategies –
Expand Retail Presence through Additional Experience Centres and Stores” on page 214. The table below sets
forth our capital expenditure in the corresponding periods:
(₹ in million)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Capital expenditure towards additions to fixed 188.75 73.77 67.16
assets (property, plant and equipment
including capital work in progress, intangible
assets, and intangible assets under
development)

(₹ in million)
Particulars As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
Property, plant and equipment 95.41 44.20 23.37
Capital work in progress 0.53 1.83 -
Investment property - - -
Intangible assets under development 90.83 24.72 41.67
Other intangible assets 1.98 3.02 2.12
Total 188.75 73.77 67.16

We may require additional financing in order to expand and upgrade our existing manufacturing facility, as well
as to expand our network of pan-India branches. However, we cannot assure you that our operations will be able
to generate cash flows sufficient to cover such costs. Further, financing required for such expansion may not be
available to us on acceptable terms, or at all, and we may be restricted by the terms and conditions of our existing
or future financing agreements. If we decide to raise additional funds through the incurrence of debt, our interest
obligations will increase, which could significantly affect financial measures such as our earnings per share.

Further, any inability to obtain sufficient financing could result in the delay, reduction or abandoning of our
development and expansion plans. The actual amount and timing of our future capital requirements may differ
from our estimates as a result of, among other things, unforeseen delays or cost overruns, unanticipated expenses,
increase in property prices, regulatory changes, engineering design changes, weather-related delays and
technological changes.

If we experience significant delays in the implementation of our expansion plans or if there are significant cost
overruns, the overall benefit of such plans to our revenues and profitability may decline. If the expenditure that
we incur does not produce anticipated or desired results, our business, results of operations, cash flows and
financial condition will be adversely affected.

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

Expansion into new geographic regions, including different states in India, subjects us to various challenges,
including those relating to our lack of familiarity with the culture, legal regulations and economic conditions of
these new regions, language barriers, difficulties in staffing and managing such operations, and the lack of brand
recognition and reputation in such regions. The risks involved in entering new geographic markets and expanding
operations, may be higher than expected, and we may face significant competition in such markets. By expanding

49
into new geographical regions, we could be subject to additional risks associated with establishing and conducting
operations, including: our ability to position our new stores to successfully establish a foothold in new markets
and to execute our business strategy in new markets; the demand of our products in such new markets; our ability
to get suitable properties at commercially viable prices; our ability to successfully integrate the new stores with
our existing operations and achieve related synergies; our ability to introduce an optimal mix of merchandise
which successfully meets local customer preferences at attractive prices; our ability to negotiate and obtain
favourable terms from our vendors; the effectiveness of our marketing campaigns; our ability to hire, train and
retain skilled personnel; the competition that we face from incumbent security surveillance equipment retailers in
the region; and exposure to expropriation or other government actions; political, economic and social instability.

19. An inability to effectively manage our growth and expansion may have an adverse effect on our business
prospects and future financial performance.

We have experienced growth in our operations, as demonstrated by our revenue from operations and total income
in the corresponding years:

Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022

Revenue from operations (₹ in million) 27,824.26 22,845.47 16,462.11
Total income (₹ in million) 27,959.60 22,955.56 16,616.46

We expect our growth to place significant demands on us requiring us to continuously evolve and improve our
operational, financial and internal controls. In particular, we may face increased challenges in maintaining our
manufacturing operations; recruiting, training and retaining sufficient skilled management and personnel;
adhering to quality standards specified by our customers; and developing and improving our internal
administrative infrastructure, particularly our financial, operational, communications and other internal systems.

Our ability to continue to grow consistently on the lines of our business model and successfully implement our
strategies will depend on a number of factors beyond our control, including the level of competition for
opportunities and our ability to successfully manage our organic growth. We cannot assure you that our personnel,
systems, procedures and controls will be adequate to support our future growth. Failure to effectively manage our
expansion may lead to increased costs and reduced profitability. Our inability to manage our business and
implement our growth strategy could have an adverse effect on our business, financial condition and profitability.
An inability to manage our growing business opportunities may have an adverse effect on our business, results of
operations, cash flows and financial condition.

20. Our distribution agreements with Dahua has certain restrictive covenants and can be terminated without
cause, which could negatively impact our business, results of operation and financial condition.

We have entered into a distribution agreement with Dahua for distribution of surveillance products. The agreement
contains certain restrictive covenants that prevent us from selling competing products without the approval of
Dahua, or may require us to mandatorily purchase a certain volume of the products for distribution. For details,
of revenue from the sale of Dahua’s products, see “– A significant portion of our revenue from operations is
generated from sale of products supplied by Dahua which contributed to 28.41% of our revenue from operations
in Fiscal 2024. Any disruption in the supply of products for sale by Dahua at commercially viable terms, or
demand thereof, may adversely affect our business, results of operations, cash flows and financial condition.” on
page 43.

Under our agreement with Dahua, any long term inventory without any shipment plan may be cancelled by Dahua
by notifying us. If we are unable to provide a shipment plan which may not be in our control or are not able to
manage our logistics services, Dahua may cancel the orders which could adversely affect our results of operations,
cash flows and financial condition.

Further, in case of any incidental or indirect damages arising from the Dahua products, our only remedy shall be
to recover the original purchase amount. In the event of default or breach of covenants, Dahua has the right to
terminate the agreement. There can be no assurance that we will be able to comply with these covenants or that
we will be able to obtain consents that are necessary for us to take actions we believe are required for the growth
and expansion of our business. Our business is dependent on the decisions and actions of Dahua, and there exist
a number of factors that are outside our control that might result in the termination of a contract, including change

50
in business strategies, including by way of moving distribution assignments to our competitors, or directly
distributing products to end-users. Termination of a contract or distribution agreement, due to any of the aforesaid
factors could affect our business, results of operation and financial condition.

21. We face competition that may result in a loss of our market share and/or a decline in our profitability.

We expect our marketplace to continue to be highly competitive as new product markets develop, industry
standards become well known and other competitors attempt to enter the markets in which we operate. Our
competitors may have longer operating histories, larger client bases and greater financial, sales and marketing,
technical and other capabilities than we do. These competitors may be able to adapt more quickly to new or
emerging technological requirements and changes in client and/or regulatory requirements. They may also be able
to devote greater resources to the promotion and sale of their products and services. We also face competition
from newly established competitors, suppliers of products and clients who choose to develop their own products
and services. Existing or new competitors may develop products, technologies or services that more effectively
address our markets with enhanced features and functionality, greater levels of integration and at lower costs. As
the technological sophistication of our competitors and the size of the market increase, competing low-cost
solutions providers could emerge and grow stronger. For further information, see “Industry Overview” on page
146. We may not be able to continue to compete successfully against current or new competitors. If we fail to
compete successfully, we may lose market share in our existing markets, which could have an adverse effect on
our business, results of operations, cash flows and financial condition.

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

We provide our customers with certain credit periods, as part of our standard payment terms. While we generally
limit the credit we extend to our customers based on their financial condition and payment history, we may still
experience losses because of a customer being unable to pay. As a result, there is a risk that our estimates may not
be accurate. Set forth below are our trade receivables in the corresponding years, as well as provisions made
towards doubtful trade receivables:

As of/ For the year ended March 31,

Particulars
2024 2023 2022
Trade receivables (₹ in million) 7,342.70 6,149.58 5,249.33
Trade receivables, as a percentage of 26.39 26.92 31.89
revenue from operations (%)
Provision towards doubtful trade Nil 14.46 58.25
receivables (₹ in million)

Any increase in our receivable turnover days or write-offs will negatively affect our business. If we are unable to
collect customer receivables or if the provisions for doubtful receivables are inadequate, it could have an adverse
effect on our business, results of operations, cash flows and financial condition.

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

Pursuing cost-cutting measures while maintaining rigorous quality standards may lead to an erosion of our
margins, which may have an adverse effect on our business, results of operations, cash flows and financial
condition. In addition, estimating amounts of such price reductions is subject to risk and uncertainties, as any price
reduction is the result of negotiations and other factors. Accordingly, companies like us must be able to reduce
their operating costs in order to maintain profitability. Such price reductions may affect our sales and profit
margins. If we are unable to offset customer price reductions in the future through improved operating efficiencies,
new manufacturing processes, sourcing alternatives and other cost reduction initiatives, our business, results of
operations, cash flows and financial condition may be adversely affected. Our customers also negotiate for larger
discounts in price as the volume of their orders increases. There can be no assurance that we will be able to avoid
future customer price reductions or offset the impact of any such price reductions through continued technology
improvements, improved operational efficiencies, cost-effective sourcing alternatives, new manufacturing
processes, cost reductions or other productivity initiatives, which may adversely affect our business, results of

51
operations, cash flows and financial condition.

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

We are reliant on online marketplaces for the sale of a portion of the products that we manufacture and distribute.
Set forth below are our revenues from online marketplaces the corresponding years, as well as percentage of
revenue from operations:

Fiscal 2024 Fiscal 2023 Fiscal 2022

Percentage Percentage Percentage
of Revenue of Revenue of Revenue
Particulars Amount Amount Amount
from from from
(₹ in million) (₹ in million) (₹ in million)
Operations Operations Operations
(%) (%) (%)
Sales to online 1,358.69 4.88 384.69 1.68 20.35 0.12
marketplaces

If our competitors offer online marketplaces and retailers more favourable terms or have more products available
to meet their needs or utilize the leverage of broader product lines to be sold through them, these online
marketplaces and retailers may de-emphasize or decline to offer products that we supply. Further, we cannot
assure you that we will be able to secure promotions on online marketplaces, and our inability to do so may affect
visibility of the global technology brands whose products we distribute on these online marketplaces. Once we
fulfil the purchase orders, we do not have control over the prices at which our products are sold by the online
marketplaces. Accordingly, online marketplaces may sell products distributed by us at larger discounts than what
we offer, making purchases from such marketplaces more lucrative than purchasing directly from us.

Purchase orders made by online marketplaces may also be amended or cancelled prior to finalization. Further, the
online marketplaces and distributors have the right to verify and determine whether the products supplied by us
are in accordance with the specifications stated in purchase orders. In the event the products are not as per the
specifications of the purchase orders, the customers may reject the entire consignment at the time of the delivery.
We have not faced any such instances in the past three Fiscals.

We are also responsible for collecting the damaged or defective products. In addition, the online retail channels
of online marketplaces may be disrupted due to technological disruptions. Should such amendments, cancellations
or disruptions occur, it may adversely impact our supply schedules and inventories. In addition, in certain possible
scenarios, the online marketplaces or distributors may have the right to return the products to us, and in certain
situations where there are a high number of returns, we may be required to re-purchase the entire quantity of
products at the original price we sold them for. For certain of such purchase orders, the purchase orders may be
terminated by the relevant online marketplace or distributor if there are delays in the delivery of products.

The online marketplaces could change their business practices, such as inventory levels, or seek to modify their
trading terms, such as payment terms. While we have not had instances of significant delays in collecting payment
from online marketplaces in the past three Fiscals, we cannot assure you that we will not face such instances in
the future. Further, delays in scheduling deliveries may result in cancellation of orders or delayed payments. We
may face the pressure to modify our trading terms if the online marketplaces are unable or unwilling to continue
observing our distribution model. Additionally, unexpected changes in inventory levels or other practices by the
online marketplaces or other customers could negatively affect our business, cash flows and results of operations.
We intend to maintain or further develop our existing relationships with online marketplaces that retail products
distributed by us, and continue to jointly promote our global technology brands and products on their platforms.
Any such potential increase in collaboration and information sharing could render us more susceptible to the risks
stated above.

We cannot assure you that we will be able to effectively offset the advantages that our competitors in the online
business may have and grow our business in a similar fashion like our online competitors, or that the competition
we face would not drain our financial or other resources. If we are unable to adequately address such competitive
pressures, our business, financial condition, results of operations and cash flows may be adversely affected.

52
25. Our warranty reserves may be insufficient to cover future warranty claims, which could adversely affect
our financial condition and results of operations.

We offer warranties to customers when they purchase CCTV cameras, DVRs, NVRs, and allied security
surveillance product. Our warranty programmes are intended to cover all parts and labour costs to repair defects
in material and workmanship. The following table shows details regarding our warranty provisions for the periods
indicated:
(₹ in million, unless otherwise specified)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Product service and warranty expenses during the year 94.52 95.39 83.80
Number of warranty claims (Nos.) 259,380 219,101 140,517
Aggregate amount claimed/paid by our Company resulting from the 82.19 87.85 74.97
warranty claims (including assurance and service warranties)
Aggregate amount claimed/paid by our Company resulting from the 86.96 92.09 89.46
warranty claims as a percentage of provision of warranty during the year
(%)

Warranty claims in excess of our warranty reserves may not be covered by our insurance policies. Such warranty
payouts may adversely affect our business, results of operations, cash flows and financial condition.

26. We may experience software defects, which could harm our business and expose us to potential liability.

Our services are based on sophisticated software and computing systems, and the software underlying our services
may contain undetected errors or defects when first introduced or when new versions are released. In addition, we
may experience difficulties in installing or integrating our technology on systems used by our customers. Defects
in our software, errors or delays in the processing of electronic transactions or other difficulties could result in the
interruption of business operations, delays in market acceptance, additional development and remediation costs,
diversion of technical and other resources, loss of customers, negative publicity or exposure to liability claims.
We may be liable under the terms of our agreements with customers for software defects, and failure to maintain
our software and functioning could adversely affect our business, financial condition and results of operations.
We have not faced such instances in the past three Fiscals.

27. If we fail to keep our technical knowledge and process know-how confidential, we may suffer a loss of our
competitive advantage.

We possess extensive technical knowledge about our products and such technical knowledge has been developed
through our own experiences. Our technical knowledge is an independent asset of ours, which may not be
adequately protected by intellectual property rights such as design registration. As a result, we cannot be certain
that our technical knowledge will remain confidential in the long run.

Certain proprietary knowledge may be leaked (either inadvertently or wilfully), at various stages of the
manufacturing process. The potential damage from such disclosure is increased as our designs and products are
not patented, and thus we may have no recourse against copies of our products and designs that enter the market
subsequent to such leakages. In the event that the confidential technical information in respect of our products or
business becomes available to third parties or to the general public, any competitive advantage we may have over
other companies in the security and surveillance product manufacturing sector could be compromised. If a
competitor is able to reproduce or otherwise capitalise on our technology, it may be difficult, expensive or
impossible for us to obtain necessary legal protection. While there have been no such instances in the three
preceding Fiscals, any leakage of confidential technical information could have an adverse effect on our business,
results of operations, cash flows and financial condition.

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

We possess extensive technical knowledge about our product and solutions offering. Such technical knowledge
has been built through our own experiences, research and development, and through collaboration with various
technology partners to avail and exchange technical know-how. We design and innovate products and provide

53
services tailored to specific customer requirements in collaboration with our technology partners. For instance,
we have entered into a service agreement with VVDN Technologies Private Limited, a company engaged in the
business of providing hardware, software, mechanical and testing design services and providing solutions, for the
design and development of surveillance cameras. We have also entered into a master collaboration agreement
with L&T Semiconductor Technologies with the aim of developing indigenous Indian IP Systems on Chips
(“SoCs”) and a comprehensive range of advanced AI IP CCTV products for domestic as well as international
markets. Any breach of terms of the agreements with such technology partners could lead to us losing our
relationship with our technology partners. Any such adverse actions against us may also impact our overall
reputation and may deteriorate our relationship with our other technology partners, including imposition of more
stringent terms of agreements and onerous obligations upon us. While we have not been in non-compliance under
any such agreements till date, there can be no assurance that such instance will not occur in future, which may
adversely impact our revenues, financial condition, business prospectus and results of operations.

29. We have witnessed negative cash flow from operating activities in Fiscal 2024. 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 our financial condition.

The following table sets forth certain information relating to our cash flows generated from / (used in) operating
activities for the periods indicated:
(₹ in million)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Net cash flows generated from/ (1,804.05) 557.63 435.41
(used in) operating activities

Negative operating cash flows over extended periods, or significant negative cash flows in the short term, could
materially impact our ability to operate our business and implement our growth plans. As a result, our cash flows,
business, future financial performance and results of operations could be adversely affected. For further
information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations –
Cash Flows” and “Summary of Financial Information” on pages 358 and 86, respectively.

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

From time to time, we, our Subsidiaries, Promoters, Promoter Group, our suppliers, our customers or any of our
or their affiliates may be subject to negative publicity in relation to our or their business or staff, including publicity
covering issues such as anti-corruption, safety and environmental protection. Such negative publicity, however,
even if later proven to be false or misleading, and even where the entities or individuals implicated are members
or employees of our suppliers, customers or our or their affiliates and not of us, could lead to a temporary or
prolonged negative perception against us by virtue of our affiliation with such individuals, suppliers, customers
or affiliates. Our reputation in the marketplace is important to our ability to generate and retain business. In
particular, damage to our reputation could be difficult and time-consuming to repair, and our business, results of
operations, cash flows and financial condition may be adversely affected.

31. Our intellectual property rights may be difficult to enforce and protect, which could enable others to copy
or use aspects of our technology without compensating us, thereby eroding our competitive advantages.

Our trademark name and logo is registered with the Trade Marks Registry of India. As of the date of this Draft
Red Herring Prospectus, our Company has registered 73 trademarks in India under various classes, including our
logo. There can be no assurance that third parties will not infringe upon our intellectual property, causing damage
to our business prospects, reputation, and goodwill. Further, while we take care to ensure that we comply with the
intellectual property rights of third parties, we cannot determine with certainty whether we are infringing upon
any existing third-party intellectual property rights. While we have not been involved in any intellectual property
disputes in the three preceding Fiscals, we cannot assure you that we will not be involved in such disputes in the
future, including disputes relating to our pending trademark applications. Any intellectual property claims, with
or without merit, could be very time-consuming, could be expensive to settle or litigate and could divert our
management’s attention and other resources. These claims could also subject us to significant liability for
damages, potentially including enhanced statutory damages if we are found to have wilfully infringed intellectual

54
property rights. While such claims by third parties have not been made to us historically, the occurrence of any of
the foregoing would adversely affect our business operations and financial results.

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

We are subject to environmental, health and safety, and labour laws. Environmental laws and regulations impose
controls on air and water discharge, storage handling, employee exposure to hazardous substances and other
aspects of our manufacturing operations. Our operations generate pollutants and waste, and we are subject to
various laws and government regulations, including in relation to safety, environmental protection and labour.
Improper handling of these materials could result in accidents, injure our personnel, property and improper
disposal could damage the environment. While there have been no such instances in the three preceding Fiscals,
the occurrence of any such event in the future could have an adverse effect on our business, results of operations,
cash flows and financial condition. The scope and extent of any new environmental regulations, including their
effect on our operations, cannot be predicted with any certainty. We may incur increased costs and other burdens
relating to compliance with such new requirements, which may also require significant management time and
other resources, and any failure to comply may adversely affect our business, results of operations, cash flows and
financial condition.

Amendments to labour laws could adversely affect our business, operating costs and margins. Further, in the event
we are unable to comply with labour laws and regulations in an effective manner, we may be subject to regulatory
action from a regulatory body or court which may have an adverse effect on our business, results of operations
and financial condition. In the event such situation occurs, we may get involved in litigations or other proceedings,
or be held liable in any litigation or proceedings, be subject to penalties, have our approvals and permits revoked
or suffer a disruption in our business operations, any of which could adversely affect our business and results of
operations. Further, even though we comply with the laws and obtain all necessary approvals as required under
the statutes there can be no assurance that we may continue to hold such permits, licenses or approvals. Any
cancellation or non-renewal of our approvals may cause an interruption of our operations and may adversely affect
our business, results of operations, cash flows and financial condition.

33. Failure 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 our business, financial condition, results
of operations and prospects.

We estimate our sales based on the forecast, demand and requirements from our customers. We may fail to
accurately predict order quantities, and may experience significant inventory overhang in the event demand for a
particular product declines. Certain of our inventories may lose value in the future due to circumstances including
future demand or market conditions for our products being less favorable than forecasted, or unforeseen
technological changes, that negatively impact the utility of any of our inventories. We might also underestimate
the demand for certain products, and be unable to supply such products in the required quantities, leading our
customers to purchase these products from our competitors. As such, failure 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 our business, financial condition, results of operations and prospects.

34. We are required to obtain, renew or maintain statutory and regulatory permits, licenses and approvals to
operate our 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 our results of
operation.

We are required to obtain and maintain a number of statutory and regulatory permits and approvals under central,
state and local government rules in the geographies in which we operate, generally for carrying out our business
and for our manufacturing facility such as registrations and licenses granted under the Factories Act, 1948, Water
(Prevention and Control of Pollution) Act, 1974, Air (Prevention and Control of Pollution) Act, 1981, Plastic
Waste Management Rules, 2016 and Legal Metrology Act, 2009. Further, in relation to our Material Subsidiary,
certain applications have been filed, to reflect change in address from Plot No. 40, 41, 52, 53, YSR Kopparthy,
Chinta Komma Dinne, YSR Kadapa – 516 003, Andhra Pradesh, India to Shed No 1 to 4, YSR EMC Kopparthy,
YSR Kadapa – 516 003, Andhra Pradesh, India. Some of these approvals are pending with the Andhra Pradesh

55
State Pollution Control Board and the Regional Provident Fund, Commissioner, Kadapa. The applicable
authorities may inspect the new location of our facility. We cannot assure you that we will receive the approvals,
in time or at all for the new location. In case any of these registrations, approvals or licenses are cancelled, or are
subject to penalties or investigations, our business, results of operations, cash flows and financial condition could
be adversely. For further information on material approvals relating to our business and operations, see
“Government and Other Approvals” on page 398.

Several of these approvals are granted for a limited duration. These approvals expire from time to time and we
are required to make applications for renewal of such approvals. As on the date of this Draft Red Herring
Prospectus, our Company has obtained all material approvals in relation to our business. The registration under
E-Waste (Management) Rules, 2022 issued to our Company has expired. While we have applied for a renewal of
the registration, we cannot assure you that we will receive the renewed registration, in time or at all. Further,
approvals required by us are subject to conditions such as regularly monitoring emissions in the work environment
and segregating and disposing off waste, scrape material as per the environmental clearance approval, and we
cannot assure you that these conditions will be met at all times or that these approvals would not be suspended or
revoked in the event of non-compliance or alleged non-compliance with any terms or conditions thereof, or
pursuant to any regulatory action. If there is any failure by us to comply with the applicable regulations or if the
regulations governing our business are amended, we may incur increased costs, be subject to penalties, have our
approvals and permits revoked or suffer a disruption in our operations, any of which could adversely affect our
business. In addition, these registrations, approvals or licenses are liable to be cancelled or the manufacture or
sale of products may be restricted. In case any of these registrations, approvals or licenses are cancelled, or are
subject to penalties or investigations, our business, results of operations, cash flows and financial condition could
be adversely.

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

As of March 31, 2024, manufacturing facility, owned and operated by our Material Subsidiary, AIL Dixon, has
an installed capacity of 15.59 million units per year. For further information, see “Our Business – Description of
our Business Operations – Capacity, Production and Capacity Utilization” on page 231.

However, the level of our capacity utilization can impact our operating results. High capacity utilization allows
us to spread our fixed costs, resulting in higher gross profit margin. Failure to optimally use our existing capacity
could lead to a strain on our financial and operational efficiency.

Our capacity utilization is affected by the availability of industry/ market conditions as well as by the requirements
of, and procurement practice followed by, our customers. Further, if our customers have lower demand than
anticipated or cancel existing orders or change their policies, resulting in reduced quantities being supplied by us,
it could result in the under-utilization of our manufacturing capacity. Further, we make significant decisions,
including determining the levels of business that we will seek and accept, production schedules, personnel
requirements and other resource requirements, based on our estimates of customer orders. Changes in demand
could reduce our ability to estimate accurately future customer requirements, make it difficult to schedule
production and lead to over production or utilization of our manufacturing capacity, which could adversely affect
our business, results of operations, financial condition and cash flows.

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

Information relating to the installed manufacturing capacity of our manufacturing facility and capacity utilisation
included in this Draft Red Herring Prospectus are based on various assumptions and estimates of our management
including the standard capacity calculation practice in the surveillance products manufacturing industry, and the
capacities of principal and ancillary equipment used in the manufacture of our products. These assumptions and
estimates include standard capacity calculation practice in the video security and surveillance industry and the
capacity of other ancillary equipment installed at the relevant manufacturing facility, and average capacity of
multiple SKU’s running in a year. Assumptions and estimates taken into account for measuring installed capacities
include 300 working days in a year, at two shifts per day operating for eight hours per shift. While we have
obtained a certificate dated September 30, 2024 from Sharjeel Aslam Faiz, chartered engineers, in relation to such

56
installed manufacturing capacity of our manufacturing facility and capacity utilisation, future capacity utilisation
may vary significantly from the estimated production capacities of our manufacturing facility and historical
capacity utilisation. For further information, see “Our Business – Capacity, Production and Capacity Utilisation”
on page 231. Further, the installed capacity, capacity utilisation and other related information may not be
computed on the basis of any standard methodology that is applicable across the industry and therefore may not
be comparable to capacity information that may be computed and presented by other comparable companies in
the industry in which we operate.

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

We supply our products to customers through road, air and railways. We rely on third party logistic companies
and freight forwarders to deliver our products. Set forth below are our freight, cartage and handling charges in the
corresponding years:

Fiscal 2024 Fiscal 2023 Fiscal 2022

Percentage Percentage Percentage
of Revenue of Revenue of Revenue
Particulars Amount Amount Amount
from from from
(₹ in million) (₹ in million) (₹ in million)
Operations Operations Operations
(%) (%) (%)
Freight, cartage and 201.51 0.72 155.52 0.68 106.59 0.65
handling charges

Transportation strikes may also have an adverse effect on supplies to our customers. A failure to deliver our
products to our customers in an efficient and reliable manner could have an adverse effect on our business, results
of operations, cash flows and financial condition. Any recompense received from insurers or third party
transportation providers may be insufficient to cover the cost of any delays and will not repair damage to our
relationships with our affected customers. We may also be affected by an increase in fuel costs, as it will have a
corresponding impact on freight charges levied by our third party transportation providers. This could require us
to expend considerable resources in addressing our distribution requirements, including by way of absorbing these
excess freight charges to maintain our selling price, which could adversely affect our business, results of
operations, cash flows and financial condition, or passing these charges on to our customers, which could
adversely affect demand for our products.

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

We had 970 permanent on-roll employees, along with 2,900 personnel at Kadapa facility (consisting of contractual
and on-roll employees) as of March 31, 2024. The success of our operations depends on availability of labour and
maintaining good relationship with our workforce. We cannot assure you that our relations with our employees
shall remain cordial at all times and that employees will not undertake or participate in strikes, work stoppages or
other industrial actions in the future. As of March 31, 2024, none of our employees are unionized. While we have
not faced any such instances in the past three Fiscals, any labour disruption in the future may adversely affect our
manufacturing operations either by increasing our cost of production or halt a portion or all of our production.
In the event we are unable to source adequate numbers of workmen or if we are exposed to an increased expense
due to the surge in the wages of workmen, we cannot assure you that our business operations and financial
condition will not be adversely impacted. Due to the increase in the wages charged by the labourers, we may have
to increase the cost of our services which would directly impact our customers. Any failure to pass on such price
increases could decrease our margins, thereby adversely impacting our business, results of operations, cash flows
and financial condition.

39. Our insurance cover may not be adequate or we may incur uninsured losses or losses in excess of our
insurance coverage which could adversely affect our business, results of operations, cash flows and
financial condition.

We maintain various insurance policies including industrial standard fire and special perils policy, burglary

57
insurance policy to cover risks associated with our properties, group personal accident policy for our employees,
and directors and officers liability insurance policy for our directors and officers. Notwithstanding the insurance
coverage that we carry, we may not be fully insured against certain business risks. There are many events that
could significantly impact our operations, or expose us to third-party liabilities, for which we may not be
adequately insured. In addition, our insurance coverage expires from time to time. We apply for the renewal of
our insurance coverage in the normal course of our business, but we cannot assure you that such renewals will be
granted in a timely manner, at acceptable cost, or at all. Our inability to maintain adequate insurance cover in
connection with our business could adversely affect our operations and profitability. While there have been no
such instances in the past, to the extent that we suffer loss or damage as a result of events for which we are not
insured, or which is not covered by insurance, or exceeds our insurance coverage or where our insurance claims
are rejected, the loss would have to be borne by us and our business, results of operations, cash flows and financial
condition could be adversely affected.

We could face liabilities or otherwise suffer losses should any unforeseen incident such as fire, flood, and accidents
affect our manufacturing facility, our Registered and Corporate Office, our branches, stores and experience
centres. The following tables set forth details of coverage of our insurance policies against the total insurable
assets in the years indicated:

As of / For the year ended As of / For the year ended As of / For the year ended
March 31, 2024 March 31, 2023 March 31, 2022
Percentage of Percentage of Percentage of
Particulars
Amount the Total Amount the Total Amount the Total
(₹ in million) Insurable (₹ in million) Insurable (₹ in million) Insurable
Assets (%)* Assets (%)* Assets (%)*
Coverage of 5,242.12 99.72 5,322.25 99.95 2,408.11 74.60
insurance
policies
*
Insurable assets include buildings, plant and equipment, furniture and fixtures, office equipment’s, computers, electrical fittings and
equipment, die and inventories in hand, vehicles and capital work-in-progress.

While we believe that we have obtained insurance against losses which are most likely to occur in our line of
business, there may be certain losses which may not be covered by the insurance policies, which we have not
ascertained as on the date. Therefore, we cannot assure you that we will continue to accurately ascertain and
maintain adequate insurance policies for losses that may be incurred in the future. Further, we cannot assure you
that any insurance claim made by us in the future will honoured fully, in part or on time. For further information
on the insurance policies availed by us, see “Our Business – Insurance” on page 238.

40. Our 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 our operating margins.

Our manufacturing operations require an adequate supply of electricity, fuel and water. Set forth below are details
of our Company’s electricity and water expenses in the corresponding periods:

Fiscal 2024 Fiscal 2023 Fiscal 2022

Electricity and Percentage of Electricity and Percentage of Electricity and Percentage of
Water Expenses Revenue from Water Expenses Revenue from Water Expenses Revenue from
(₹ in million) Operations (%) (₹ in million) Operations (%) (₹ in million) Operations (%)
10.98 0.04 9.41 0.04 8.33 0.05

Set forth below are details of AIL Dixon’s power and fuel expenses in the corresponding periods:

Fiscal 2024 Fiscal 2023 Fiscal 2022

Power and fuel Percentage of Power and fuel Percentage of Power and fuel Percentage of
Expenses Revenue from Expenses Revenue from Expenses Revenue from
(₹ in million) Operations (%) (₹ in million) Operations (%) (₹ in million) Operations (%)
64.28 0.51 21.90 0.22 17.07 0.21

We source most of our electricity and water requirements from Governmental utilities. We cannot assure you that
we will continue to have an uninterrupted supply of electricity, fuel or water. Further, we cannot assure you that
we will be able to obtain alternate sources of power, fuel or water in a timely manner, and at an acceptable cost,

58
which may cause a slowdown or interruption to our production process and have an adverse effect on our business,
financial condition and results of operations.

41. We are subject to several labour legislations and regulations governing welfare, benefits and training of
our employees. Any increase in wage and training costs could adversely affect our business, results of
operations, cash flows and financial condition.

We are subject to laws and regulations relating to employee welfare and benefits such as minimum wage and
maximum working hours, overtime, working conditions, non-discrimination, hiring and termination of
employees, employee compensation, employee insurance, bonus, gratuity, provident fund, pension,
superannuation, leave benefits and other such employee benefits. Set forth below are details regarding our
employee benefits expenses in the corresponding years:

As of/ For the year ended March 31,

Particulars
2024 2023 2022
Number of on-roll employees 970 813 698
Employee benefits expenses (₹ in million) 1,338.57 1,032.46 844.14
Employee benefits expenses, as a 4.81 4.52 5.13
percentage of revenue from operations (%)

In the event welfare requirements under labour legislations applicable to us are changed, employee benefits
payable by us may increase, and there can be no assurance that we will be able to recover such increased amounts
from our clients in a timely manner, or at all. Wage revisions may adversely impact our costs, specifically in
circumstances where we have entered into fixed-fee contracts, with limited ability to pass on increased wage costs
to our clients, or renegotiate these arrangements to account for such wage increases.

Most labour laws are specific to the states in India in which they apply, and regulatory agencies in different states
may interpret such compliance requirements differently, which may make compliance more complex, time
consuming and costly. Additionally, we are subject to labour legislations that protect the interests of workers,
including legislations that set forth detailed procedures for the establishment of unions, dispute resolution and
employee removal and impose certain financial obligations on employers upon retrenchment of employees. In the
event our employee relationships deteriorate, or we experience significant labour unrest, strikes, lockouts and
other labour action, work stoppages could occur and there could be an adverse impact on our delivery of services
to clients. We have not faced any instances of employee disputes in the past three years. For further information
on the labour laws and regulations applicable to us, see “Key Regulations and Policies” on page 241. If there is
any failure by us in complying with applicable labour laws and regulations including in relation to employee
welfare and benefits and training/qualification requirements, we may be subject to criminal and monetary
penalties, incur increased costs, or disputed in litigation which may in turn disrupt our operations.

42. Implementation of our growth strategies is subject to various risks and uncertainties. Our inability to grow
our operations or execute such strategies could adversely affect our business, financial condition and
results of operations.

Our current growth strategies include (i) continuing to innovate and introduce new products and next generation
of existing products, developing an ecosystem for commercial and consumer use, (ii) expanding retail presence
through additional experience centres and stores, (iii) increasing production at our Kadapa facility, and (iv)
focusing on a service led model and enterprise customers. For further information, see “Our Business – Business
Strategies” on page 213. We cannot assure you that our strategies towards increasing our product portfolio will
be successful or gain market acceptance. Further, our expansion strategies are subject to receipt of approvals from
relevant statutory, regulatory or other authorities to the extent applicable. If we fail to obtain such licenses or
approvals or permits in a timely manner, or otherwise grow our operations, we may not be able to execute our
expansion strategies within budgeted timelines or costs. Additionally, there can be no assurance that debt or equity
financing or our internal accruals will be available or sufficient to meet the funding of our expansion plans or
growth strategies for the future.

We may face challenges in inter alia making accurate assessment of the resources we require, acquiring new
customers and increasing contribution from existing customers, procuring materials at reasonable costs, recruiting
and retaining skilled personnel, maintaining customer satisfaction, improving operational, financial and
management information systems and adhering to expected quality standards. Our growth strategies are subject

59
to risks which may be beyond our control and our plans may undergo changes or modifications pursuant to
changes in market conditions, industry dynamics, technological improvements or regulatory changes.
Accordingly, our revenue from operations may be impacted by various reasons, including increasing competition,
challenging macro-economic environment and we may not always be able to maintain profitability in future. If,
for any reason, the benefits we realize from our expansion plans and growth strategies are less than our estimates,
our business, financial condition and results of operations may be adversely affected.

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

There are outstanding legal proceedings involving us. These proceedings are pending at different levels of
adjudication before courts, tribunals and statutory, regulatory and other judicial authorities. We cannot assure you
that the currently outstanding legal proceedings will be decided favorably or that no further liability will arise
from these claims in the future. The amounts involved in these proceedings have been summarized to the extent
ascertainable and quantifiable.

A summary of outstanding legal proceedings involving our Company, our Subsidiaries, Directors and Promoters
as on the date of this Draft Red Herring Prospectus is provided below:

Disciplinary
actions by Aggregate
Statutory or
Criminal Tax SEBI or Stock Material civil amount
Name of Entity Regulatory
Proceedings Proceedings Exchanges litigation# involved
Proceedings
against our (₹ in million)*
Promoters
Company
By the Company 24** Nil Nil N.A. Nil 73.37**
Against the Company Nil 11 Nil N.A. Nil 239.12
Subsidiaries
By the Subsidiaries Nil Nil Nil N.A. Nil Nil
Against the Subsidiaries Nil 2 Nil N.A. Nil 698.49
Directors^
By the Directors Nil Nil Nil N.A. Nil Nil
Against the Directors Nil 3 Nil N.A. Nil 18.84
Promoters^
By the Promoters Nil Nil Nil N.A. Nil Nil
Against the Promoters Nil 3 Nil Nil Nil 18.84
#
Determined in accordance with the Materiality Policy.
^
Includes details of proceedings involving the Directors who are also Promoters.
**
Includes 23 cases filed by our Company for alleged violation of Section 138 of the Negotiable Instruments Act, 1881, as amended for an
aggregate amount of ₹42.25 million.
*
To the extent quantifiable.

There are no pending litigation proceedings involving our Group Company which will have a material impact on
our Company.

We cannot assure you that any of these on-going matters will be settled in favour of our Company, or that no
additional liability will arise out of these proceedings. Further, we cannot assure you that there will be no new
legal and regulatory proceedings involving our Company, Subsidiaries, Promoters and Directors in the future. An
adverse outcome in any such proceedings may have an adverse effect on our business, results of operations, cash
flows and financial condition and our reputation and divert the time and attention of our management. For further
information, see “Outstanding Litigation and Material Developments” on page 393.

44. Our Company does not have any listed peer companies for comparison of performance in India.

Our Company does not have any listed peer companies for comparison of performance in India. Therefore,
investors must rely on their own examination of our accounting ratios, non-GAAP financial measures and key
performance indicators relating to our financial and operating performance for the purposes of investment in this
Offer. There can be no assurance that our non-GAAP financial measures, key performance indicators and
accounting ratios will improve in the future. An inability to improve or maintain such non-GAAP financial
measures, key performance indicators and accounting ratios may adversely affect the market price of the Equity

60
Shares. Also see, “– We have in this Draft 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
our industry. We rely 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.” on page 74.

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

As of June 30, 2024, we had total outstanding borrowings of ₹4,155.50 million. Some of our financing
arrangements may have restrictive or onerous covenants that require us to seek consent of our lenders, or intimate
such lenders, upon the occurrence of specified events. Some of the corporate actions that require prior consents
from or intimations to certain lenders include, amongst others, (i) undertaking any merger, de-merger,
amalgamation or buyback; (ii) effectuating any change in the capital structure or shareholding pattern of our
Company; (iii) effectuating any change in the ownership, control or management of our Company, including
pledge of shareholding of our Promoter to any third party; (iv) making any amendments to the constitutional
documents of our Company; and (v) enter into any borrowing arrangement with any other banks or financial
institutions or giving any guarantee or surety for any third party liability or provide any loan or advance to third
party. While we have received all relevant consents required for the purposes of this Offer and have complied
with these covenants, a failure to comply with such covenants in the future may restrict or delay certain actions
or initiatives that we may propose to take from time to time. While we have not defaulted on any covenants in
financing agreements in the past three Fiscals, failure to observe the covenants under our financing arrangements
or to obtain necessary consents/ waivers, constitute defaults under the relevant financing agreements and will
entitle the respective lenders to declare a default against us and enforce remedies under the terms of the financing
agreements, that include, among others, acceleration of amounts due under such facilities, enforcement of any
security interest created under the financing agreements and taking possession of the assets given as security in
respect of the financing agreements. A default by us under the terms of any financing agreement may also trigger
a cross-default under some of our other financing agreements, or any other agreements or instruments of our
containing cross-default provisions, which may individually or in aggregate, have an adverse effect on our
operations, financial position and any credit ratings. For further information regarding our borrowings, see
“Financial Indebtedness” on page 391. Certain of our financing agreements provide for interest at variable rates
with a provision for the periodic resetting of interest rates. As such, any increase in interest rates may have an
adverse effect on our business, results of operations, cash flows, and financial condition.

46. Our international operations expose us to complex management, legal, tax and economic risks. Our
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.

We have entered, and we may in the future enter, into purchase and supply agreements that are governed by laws
outside India. Accordingly, we are subject to risks inherent in operating abroad, such as exposure to foreign
currencies and the attendant risks, including exchange rate volatility and translation risk arising from foreign
currency transactions being translated into Indian rupees for the purposes of our consolidated financial statements.
We will also be subject to laws of any other country in which we may operate in future, which may differ in
various respects from similar Indian laws and may require us to expend additional resources and engage advisors
in the relevant jurisdictions to ensure compliance with applicable laws and the regulatory regime at all times. We
may not be familiar with the tax regime in the relevant countries, and may not be able to procure expert advice in
a timely manner, or at all. We may be exposed to the risk of penalties for non-compliance with legal requirements
in our day to day operations. In addition, to the extent our purchase and supply arrangements are governed by
laws of territories outside India, disputes arising from such arrangements are subject to the exclusive jurisdiction
of courts situated in such territories. There can be no assurance that we will be able to contest such disputes
effectively, or that such courts will determine disputes in accordance with Indian legal precedents which we may
be more familiar with. We may also undertake transactions in countries or with persons that are subject to
international sanctions. This may in turn open us to regulatory action. As a consequence, our international
operations may expose us to adverse effects on our financial condition and results of operations.

61
47. Technology failures could disrupt our operations and adversely affect our business operations and
financial performance.

IT systems are critical to our ability to manage our production process, inventory management, customer
management, financial management, data handling, and supply chain management and in turn, to maximize
efficiencies and optimize costs. Our IT systems enable us to coordinate our operations, from automated production
to logistics and transport, invoicing, customer relationship management and decision support. For details, see
“Our Business – Information Technology” on page 236.

If we do not allocate and effectively manage the resources necessary to implement and sustain the proper IT
infrastructure, we could be subject to transaction errors, processing inefficiencies and, in some instances, loss of
customers. Challenges relating to the revamping or implementation of new IT structures can also subject us to
certain errors, inefficiencies, disruptions and, in some instances, loss of customers. Our IT systems, and the
systems of our third party IT service providers may also be vulnerable to a variety of interruptions due to events
beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures,
computer viruses, cyber-attacks, security breaches, hackers and other security issues. Although we have security
initiatives and disaster recovery plans in place to mitigate its risk to these vulnerabilities, such measures may not
be adequate to ensure that operations are not disrupted.

Any changes in such technology, or evolution of technology that our solutions are unable to combat, could degrade
the functionality of our services or give preferential treatment to competitive services. In addition, the widespread
adoption of new internet technologies, AI or other technological changes could require significant expenditures
to modify or integrate into our operations. If we fail to keep up with these changes to remain competitive, our
future success may be adversely affected.

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

We engage independent contractors through whom we engage contract labour for performance of certain functions
at our manufacturing facility and at our offices and branches. As of March 31, 2024, we had over 2,700 such
contract labourers. Although we do not engage these labourers directly, we are responsible for any wage payments
to be made to such labourers in the event of default by their respective independent contractors. Any requirement
to fund such defaulted wage requirements may have an adverse impact on our results of operations and our
financial condition. Further, under the provisions of the Contract Labour (Regulation and Abolition) Act, 1970,
we may be directed to absorb some of these contract laborers as our employees. Any such orders from a court or
any other regulatory authority may adversely affect our results of operations.

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

The cost and availability of capital depends on our credit ratings. Credit ratings reflects the opinion of the rating
agency on our management, track record, diversified client base, increase in scale and operations and margins,
medium term revenue visibility and operating cycle. The following table sets forth our details of credit rating as
of the corresponding dates:

As of the date of this Draft Red Herring Prospectus:

Instruments Rating Agency Rating

Long term bank facilities Care Edge CARE A- Stable
Long term/short term bank facilities Care Edge CARE A-; Stable/CARE A2+

As of March 31, 2024:

Instruments Rating Agency Rating

Long term bank facilities Care Edge CARE A- Stable
Long term/short term bank facilities Care Edge CARE A-; Stable/CARE A2+

62
As of March 31, 2023:

Instruments Rating Agency Rating

Long term bank facilities Care Edge CARE A- Stable
Long term/short term bank facilities Care Edge CARE A-; Stable/CARE A2+

As of March 31, 2022:

Instruments Rating Agency Rating

Long term fund-based facilities Brickwork Ratings BWR A- (Negative)
Short term fund-based facilities Brickwork Ratings BWR A1

Our inability to obtain such credit rating in a timely manner or any non-availability of credit ratings, or poor
ratings, or any downgrade in our credit ratings could increase borrowing costs, will give the right to our lenders
to review the facilities availed by us under our financing arrangements and adversely affect our access to capital
and debt markets, which could in turn adversely affect our interest margins, our business, results of operations,
cash flows and financial condition.

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

We have availed the services of an independent third-party research agency, F&S, appointed by our Company
on May 28, 2024 and paid for by us, to prepare an industry report titled “Video Surveillance and Security Market
in India” dated September 26, 2024 for purposes of inclusion of such information in this Draft Red Herring
Prospectus to understand the industry in which we operate. This report is subject to various limitations and is
based upon certain assumptions that are subjective in nature. Statements from third parties that involve estimates
are subject to change, and actual amounts may differ materially from those included in this Draft Red Herring
Prospectus. The F&S Report uses certain methodologies for market sizing and forecasting. Accordingly,
investors should read the industry related disclosure in this Draft Red Herring Prospectus in this context. For
further details, including disclosures made by F&S in connection with the preparation and presentation of their
report, see “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation”
on page 21.

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

Our performance depends largely on the efforts and abilities of our Senior Management and other key personnel.
In particular, our Managing Director, Aditya Khemka, has over 29 years of experience in security solutions and
IT, and is responsible for establishing and growing the 'CP PLUS' brand. Hari Shanker Khemka, our Chairman
and Whole-time Director has been instrumental in setting up and growing our business. We believe that the inputs
and experience of certain of our Promoters, our Senior Management Personnel and Key Managerial Personnel are
valuable for the growth and development of business and operations and the strategic directions taken by our
Company. We cannot assure you that we will be able to retain these individuals or find adequate replacements in
a timely manner, or at all. We may require a long period of time to hire and train replacement personnel when
qualified personnel terminate their employment with our Company. We may also be required to increase our levels
of employee compensation more rapidly than in the past to remain competitive in attracting employees that our
business requires. The loss of the services of such persons may have an adverse effect on our business, results of
operations, cash flows and financial condition. For further details, see “Our Management” on page 258.

The continued operations and growth of our business is dependent upon our ability to attract and retain personnel,
who have the necessary and required experience and expertise. The loss of the services of any key personnel or
our inability to recruit or train a sufficient number of experienced personnel or our inability to manage the attrition
levels in different employee categories may have an adverse effect on our financial results and business prospects.
The attrition rate (calculated as number of employee exits during the year divided by the average headcount of
employees during the year, which is calculated by dividing the sum of opening and closing headcount of
employees by two) for our employees for Fiscal 2024, 2023 and 2022, were 11.44%, 10.29% and 11.96%
respectively. Further, as we expect to continue to expand our operations and develop new products, we will need

63
to continue to attract and retain experienced management personnel. If we are unable to attract and retain qualified
personnel, our results of operations may be adversely affected.

52. We have certain contingent liabilities that have been disclosed in our financial statements, which if they
materialize, may adversely affect our results of operations, cash flows and financial condition.

As of March 31, 2024, our contingent liabilities that have not been accounted for in our financial statements were
as follows:

Particulars Amount (₹ in million)

(i) Inland bank guarantees 50.17
(ii) Income-tax matters 197.39
(iii) Indirect tax matters
(a) VAT matters
Demands raised under respective VAT Acts 12.19
Amounts paid under protest 1.02
(b) GST matters^
Demands raised under GST regulations 4.95
Amounts paid under protest 0.49
(c) Customs matters
Demands raised under Customs Act 26.89
Amounts paid under protest 1.65
^
Other than matters described under “*” in Note 47(A)(iii) of Restated Consolidated Financial Information.

If any of the claims in these contingent liabilities materialise, fully or partly, our financial condition could be
adversely affected. For further information on our contingent liabilities, see “Restated Consolidated Financial
Information – Note 47A – Contingent Liabilities” on page 339.

53. Delay/ default in payment of statutory dues may attract penalties and in turn have an adverse impact on
our financial condition.

We are required to make certain payments to various statutory authorities from time to time, including but not
limited to payments pertaining to employee provident fund, employee state insurance, income tax and excise duty.
The table below sets forth the details of the statutory dues paid by our Company in relation to our employees for
the periods indicated below:

Penalty/
Delay
Interest Date of Reason for
Name of Entity Relevant Act Month Fiscal in
amount Deposit delay
days
(₹)
Aditya Infotech Gujarat April 2021 2022 - May 18, 3 Late payment
Limited Professional Tax 2021 due to
Act, 1976 technical
glitch
Aditya Infotech Gujarat May 2021 2022 - June 17, 2 Late payment
Limited Professional Tax 2021 due to
Act, 1976 technical
glitch
Aditya Infotech Gujarat November 2022 - December 5 Late payment
Limited Professional Tax 2021 20, 2021 due to
Act, 1976 technical
glitch
Aditya Infotech Gujarat September 2022 - October 19, 4 Late payment
Limited Professional Tax 2021 2021 due to
Act, 1976 technical
glitch
Aditya Infotech Gujarat February 2023 - March 17, 2 Late payment
Limited Professional Tax 2023 2023 due to
Act, 1976 technical
glitch

64
 Penalty/
Delay
Interest Date of Reason for
Name of Entity Relevant Act Month Fiscal in
amount Deposit delay
days
(₹)
Aditya Infotech Gujarat December 2022 - January 20, 5 Late payment
Limited Professional Tax 2021 2022 due to
Act, 1976 technical
glitch
Aditya Infotech Karnataka Tax on December 2022 - February 1, 12 Late payment
Limited Professions, 2021 2022 due to
Trades, Callings, technical
and Employment glitch
Act, 1976
Aditya Infotech Gujarat March 2023 2023 4.00 April 19, 4 Late payment
Limited Professional Tax 2023 due to
Act, 1976 technical
glitch
Aditya Infotech Tamil Nadu August 2023 2024 925.00 May 7, 38 Late payment
Limited Professional Tax 2024 due to
Act, 1992 technical
glitch
Aditya Infotech Tamil Nadu February 2024 2024 826.00 October 27 Late payment
Limited Professional Tax 27,2023 due to
Act, 1992 technical
glitch
Aditya Infotech Gujarat March 2022 2022 243,537.0 November 572 Subsequent
Limited Professional Tax 0 23, 2023 TDS
Act, 1976 reconciliation
Aditya Infotech Income Tax Act, March 2023 2023 1,112.00 September 129 Subsequent
Limited 1961 6, 2023 TDS
reconciliation
Aditya Infotech Income Tax Act, March 2023 2023 20,822.00 September 129` Subsequent
Limited 1962 6, 2023 TDS
reconciliation
Aditya Infotech Income Tax Act, March 2023 2023 182.00 September 129 Subsequent
Limited 1962 6, 2023 TDS
reconciliation
Aditya Infotech Income Tax Act, March 2023 2023 19,490.00 September 129 Subsequent
Limited 1962 6, 2023 TDS
reconciliation
Aditya Infotech Income Tax Act, March 2023 2023 456.00 September 129 Subsequent
Limited 1962 6, 2023 TDS
reconciliation
Aditya Infotech Income Tax Act, March 2023 2023 225.00 September 129 Subsequent
Limited 1962 6, 2023 TDS
reconciliation
Aditya Infotech Income Tax Act, March 2023 2023 2,770.00 September 129 Subsequent
Limited 1962 6, 2023 TDS
reconciliation
Aditya Infotech Income Tax Act, March 2023 2023 14.00 October 6, 159 Subsequent
Limited 1962 2023 TDS
reconciliation
Aditya Infotech Income Tax Act, March 2023 2023 111.00 October 6, 159 Subsequent
Limited 1962 2023 TDS
reconciliation
Aditya Infotech Income Tax Act, March 2023 2023 98,892.00 October 6, 159 Subsequent
Limited 1962 2023 TDS
reconciliation
Aditya Infotech Income Tax Act, March 2023 2023 13,650.00 October 173 Subsequent
Limited 1962 20, 2023 TDS
reconciliation
Aditya Infotech Income Tax Act, March 2023 2023 182,285.0 November 207 Subsequent
Limited 1962 0 23, 2023 TDS
reconciliation
Aditya Infotech Income Tax Act, March 2024 2024 9,525.00 May 21, 21 Subsequent
Limited 1962 2024 TDS

65
 Penalty/
Delay
Interest Date of Reason for
Name of Entity Relevant Act Month Fiscal in
amount Deposit delay
days
(₹)
reconciliation
Aditya Infotech Income Tax Act, March 2024 2024 1,398.00 July 31, 92 Subsequent
Limited 1962 2024 TDS
reconciliation
Aditya Infotech Income Tax Act, March 2024 2024 28,191.00 July 31, 92 Subsequent
Limited 1962 2024 TDS
reconciliation
Aditya Infotech Income Tax Act, March 2024 2024 7.00 July 31, 92 Subsequent
Limited 1962 2024 TDS
reconciliation
Aditya Infotech Income Tax Act, March 2024 2024 32,207.00 July 31, 92 Subsequent
Limited 1962 2024 TDS
reconciliation
Aditya Infotech Income Tax Act, March 2024 2024 98.00 July 31, 92 Subsequent
Limited 1962 2024 TDS
reconciliation
Aditya Infotech Income Tax Act, March 2024 2024 158,494.0 July 31, 92 Subsequent
Limited 1962 0 2024 TDS
reconciliation
Aditya Infotech Custom Act, 1962 July 2022 2023 4,345.00 July 9, 1 Late
Limited 2022 submission of
shipping
documents
Aditya Infotech Custom Act, 1962 September 2023 26,687.00 September 1 Late
Limited 2022 23, 2022 submission of
shipping
documents
Aditya Infotech Custom Act, 1962 June 2023 2024 23,344.00 June 3, 1 Late
Limited 2023 submission of
shipping
documents
Aditya Infotech Custom Act, 1962 June 2023 2024 2,178.00 June 13, 1 Late
Limited 2023 submission of
shipping
documents
Aditya Infotech Custom Act, 1962 June 2023 2024 5,392.00 June 13, 1 Late
Limited 2023 submission of
shipping
documents
AIL Dixon Custom Act, 1962 October 2022 2023 20,984.00 October 3 Late
11, 2022 submission of
shipping
documents
AIL Dixon Custom Act, 1962 July 2023 2024 8,712.00 July 21 3 Late
2023 submission of
shipping
documents
AIL Dixon Custom Act, 1962 August 2023 2024 10,000.00 August 2, 2 Late
2023 submission of
shipping
documents
AIL Dixon Custom Act, 1962 September 2024 4,976.00 September 1 Late
2023 9, 2023 submission of
shipping
documents
AIL Dixon Custom Act, 1962 October 2023 2024 20,984.00 October 1 Late
12, 2023 submission of
shipping
documents
AIL Dixon Custom Act, 1962 November 2024 13,316.00 November 2 Late
2023 13, 2023 submission of
shipping

66
 Penalty/
Delay
Interest Date of Reason for
Name of Entity Relevant Act Month Fiscal in
amount Deposit delay
days
(₹)
documents
Number of employees of our Company:

Fiscal
Particulars
2024 2023 2022
Total on-roll employees 970 813 698

We cannot assure you to that we will be able to pay our statutory dues timely, or at all, in the future. Any failure
or delay in payment of such statutory dues may expose us to statutory and regulatory action, as well as significant
penalties, and may adversely impact our business, results of operations, cash flows and financial condition.

54. The Pro Forma Consolidated Financial Information included in this Draft Red Herring Prospectus is not
indicative of our future financial condition or results of operations.

We have included in this Draft Red Herring Prospectus, the Pro Forma Consolidated Financial Information as at
and for the year ended March 31, 2024. Pro Forma Consolidated Financial Information comprises the pro forma
consolidated balance sheet as at March 31, 2024 and the pro forma consolidated statement of profit and loss for
the year ended March 31, 2024, read with related notes to the Pro forma Consolidated Financial Information,
prepared to illustrate the impact of the acquisition of AIL Dixon. the pro forma consolidated balance sheet as at
March 31, 2024 has been prepared assuming as if the acquisitions had taken place on March 31, 2024, the pro
forma consolidated statement of profit and loss for the year ended March 31, 2024 has been prepared assuming
as if the acquisitions had taken place at the beginning of the said financial year, being April 1, 2023. For further
information relating to applicable pro forma adjustments, see “Pro Forma Consolidated Financial Information”
on page 345. Our Statutory Auditors have issued a report in accordance with SAE 3420 on the Pro Forma
Consolidated Financial Information. The Pro Forma Consolidated Financial Information addresses a hypothetical
situation and does not represent our actual consolidated financial condition or results of operations, and is not
intended to be indicative of our future financial condition and results of operations. As the Pro Forma Consolidated
Financial Information is prepared for illustrative purposes only, it is, by its nature, subject to change and may not
give an accurate picture of the actual financial results that would have occurred had such transactions by us been
effected on the dates they are assumed to have been effected.

Further, our Pro Forma Consolidated Financial Information was not prepared in connection with an offering
registered with the SEC under the U.S. Securities Act and consequently do not comply with the SEC’s rules on
presentation of the Pro Forma Consolidated Financial Information. Further, the rules and regulations related to
the preparation of Pro Forma Consolidated Financial Information in other jurisdictions may vary significantly
from the basis of preparation as set out in the Pro Forma Consolidated Financial Information included in this Draft
Red Herring Prospectus. Therefore, the Pro Forma Consolidated Financial Information should not be relied upon
as if it has been prepared in accordance with those standards and practices. If the various assumptions underlying
the preparation of the Pro Forma Consolidated Financial Information do not come to pass, our actual results could
be materially different from those indicated in the Pro Forma Consolidated Financial Information. Accordingly,
the Pro Forma Consolidated Financial Information included in this Draft Red Herring Prospectus are not intended
to be indicative of expected results or operations in the future periods or the future financial position of our
Company or a substitute for our past results, and the degree of reliance placed by investors on our Pro Forma
Consolidated Financial Information should be limited.

55. Our business experiences seasonality, and any disruptions or underperformance during seasonal periods
could negatively affect our results of operations and financial condition.

Our business is subject to seasonal trends, with the fourth quarter typically generating the largest sales and
revenue, particularly in our business-to-business operations. This seasonal pattern can result in fluctuations in our
financial performance across the year, making us dependent on strong fourth quarter results to meet our annual
targets. If we fail to achieve expected sales or face unexpected disruptions in the fourth quarter, our overall
financial performance and cash flow for the Fiscal in question could be adversely impacted. Additionally, such
concentration of sales activity increases the pressure on our supply chain, inventory management and operational

67
capacity during these periods, and any inefficiencies or disruptions may adversely affect our business and results
of operations.

56. Our 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 our financial statements for the future fiscal periods, which could subject us
to additional liabilities due to which our reputation and financial condition may be adversely affected.

Our Statutory Auditors have included the following emphasis of matters in their examination report on the
Restated Consolidated Financial Information:

Fiscal 2024

“We draw attention to note 52 of the consolidated financial statements which describes Group’s share of loss of
₹294.50 million in respect of loss incurred due to fire by its joint venture, AIL Dixon Technologies Private Limited,
as per the principles of Ind AS 28, basis assessment of related insurance and other claim receivables by the Group
management. Our opinion is not modified in respect of this matter.”

Fiscal 2023

“We draw attention to note 52 to the accompanying consolidated financial statements which describes that the
subsequent to year-end, allotment and lease of the land at Sector 135, Noida, has been cancelled by the Noida
Authority, relying on the State Government Ordinance dated 7 January 2022, since the Holding Company did not
fulfil the conditions stipulated in the Transfer Memorandum and lease deed with respect to construction and
development on such land within the prescribed timelines. The Holding Company had approached the authorities
seeking revocation of the cancellation and restoration of the allotment of said land, in response to which the
Noida Authority vide its letter dated 18 September 2023 has confirmed that the matter is under consideration.

The management based on its internal assessment and inputs from its legal experts, is confident of receiving
favourable order regarding restoration of the Holding Company’s title and rights to the leased land shortly and
further, is confident for completion of construction and development activities on the said land within the timelines
that may be prescribed by the authorities and accordingly, believes that no adjustment is necessary in the
consolidated financial statements at this stage. Our opinion is not modified in respect of this matter.”

For further information, see, “Financial Information” and “Management’s Discussion and Analysis of Financial
Conditions and Results of Operations” beginning on pages 287 and 358, respectively.

There can be no assurance that any similar emphasis of matters will not form part of our financial statements for
the future fiscal periods, which could subject us to additional liabilities due to which our reputation and financial
condition may be adversely affected.

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

We are responsible for establishing and maintaining adequate internal control measures commensurate with the
size and complexity of operations. Internal control systems comprising policies and procedures are designed to
ensure sound management of our operations, safekeeping of our assets, optimal utilization of resources,
reliability of our financial information and compliance. The systems and procedures are periodically reviewed
and routinely tested and cover all functions and business areas.

While we believe that we have adequate controls, we are exposed to operational risks arising from the potential
inadequacy or failure of internal processes or systems, and our actions may not be sufficient to guarantee effective
internal controls in all circumstances. Given the size of our operations, it is possible that errors may repeat or
compound before they are discovered and rectified. Our management information systems and internal control
procedures that are designed to monitor our operations and overall compliance may not identify every instance of
non-compliance or every suspicious transaction. While there have been no such instances in the three preceding
Fiscals, if internal control weaknesses are identified, our actions may not be sufficient to correct such internal
control weakness. These factors may have an adverse effect on our reputation, business, results of operations, cash

68
flows and financial condition. There can be no assurance that deficiencies in our internal controls will not arise in
the future, or that we will be able to implement, and continue to maintain, adequate measures to rectify or mitigate
any such deficiencies in our internal controls. Any inability on our part to adequately detect, rectify or mitigate
any such deficiencies in our internal controls may adversely impact our ability to accurately report, or successfully
manage, our financial risks, and to avoid fraud.

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

Our branch offices, service centers and experience centers are located on leased premises, and the relevant
agreement may expire in the ordinary course. We cannot assure you that we will continue to be able to continue
operating out of our existing premises or renew our existing leases on acceptable terms or at all. Any such event
may adversely impact our operations and cash flows and may divert management attention from our business
operations. In case of any deficiency in the title of the owners from whose premises we operate, breach of the
contractual terms of any lease deed, or leave and license agreements, or if any of the owners of these premises do
not renew the agreements under which we occupy the premises, or if they seek to renew such agreements on terms
and conditions unfavourable to us, or if they terminate our agreements, we may suffer a disruption in our
operations and will have to look for alternate premises. For instance, the allotment and grant of lease for a certain
parcel of land in Sector 135, Noida, had been cancelled by the Noida Authority, pursuant to the State Government
Ordinance dated January 7, 2022 (“Ordinance”) due to non-fulfilment of certain conditions stipulated in the
transfer memorandum and lease deed dated June 12, 2018 by our Company. The Ordinance was revoked vide
order dated December 20, 2023, and the lease was extended until December 31, 2024.

In addition, certain of our lease deeds include provisions specifying fixed increases in rental payments over the
respective terms of the lease deeds. While these provisions have been negotiated and are specified in the lease
deeds, they will increase our costs of operation and therefore may adversely affect our results of operation if we
are not able to consistently increase our sales for the subsequent years.

We may be delayed or be unable to enter a definitive lease deed for various reasons, some of which are beyond
our control, which may result in us not being able to recover deposits placed with relevant owners. In addition,
lease deeds are required to be duly registered and adequately stamped under Indian law and if our lease deeds are
not duly registered and adequately stamped, we may face challenges in enforcing them and they may be
inadmissible as evidence in a court in India subject to penalties along with the requisite stamp duty prescribed
under applicable Indian law being paid.

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

Our operations may be subject to incidents of theft or damage to inventory in transit, prior to or during stocking
or delivery. Our industry typically does not encounter inventory loss on account of employee theft, vendor fraud,
and general administrative error. We maintain large amounts of inventory for our manufacturing operations. We
had a total inventory of ₹5,092.05 million and AIL Dixon had a total inventory of ₹1,884.02 million as of March
31, 2024. Although we have not experienced any such instances in the three preceding Fiscals, there can be no
assurance that we will not experience any fraud, theft, employee negligence, security lapse, loss in transit or
similar incidents in the future, particularly for our products being delivered in cylinders, which could adversely
affect our business, results of operations, cash flows and financial condition.

60. We have issued Equity Shares during the preceding 12 months at prices that may be lower than the Offer
Price.

We have, in the 12 months preceding the filing of this Draft Red Herring Prospectus, issued Equity Shares at
prices that may be lower than the Offer Price.

Except as set forth below, our Company has not issued any Equity Shares for consideration other than cash or as
a bonus issue:

69
 Benefits
Number of Issue price
Date of Nature of Face value accrued to
Details of allottees Equity per Equity
allotment allotment (₹) our
Shares Share (₹)
Company
June 17, 2024 Bonus issue in the 48,891,960 Equity Shares to 82,000,000 1.00 N.A. Nil
ratio of 4:1 Aditya Khemka, 15,775,400
Equity Shares to Hari Shanker
Khemka, 15,580,000 Equity
Shares to Rishi Khemka,
740,320 Equity Shares to
Ananmay Khemka, 624,280
Equity Shares to Hari Shanker
Khemka HUF, 371,200 Equity
Shares to Shradha Khemka and
16,840 Equity Shares to Aditya
Khemka HUF.
September 18, Preferential 7,305,805 Equity Shares to 7,305,805 1.00 340.32 Acquisitio
2024 allotment on a Dixon Technologies (India) n of the
private placement Limited remaining
basis, pursuant to 50% equity
share subscription shares of
and purchase AIL Dixon
agreement dated from
July 8, 2024, Dixon
amongst our Technologi
Company, Dixon es (India)
Technologies Limited
(India) Limited and
AIL Dixon

61. We may enter into necessary or desirable strategic acquisitions, or make acquisitions, or investments to
grow our business. Any failure to achieve the anticipated benefits from these strategic acquisitions, or
investments with our existing business, could adversely affect us.

We may pursue inorganic growth opportunities through joint ventures and strategic acquisition to expand our
opportunities in other end-markets, acquire new customers and introduce new products. We may similarly enter
into agreements for undertaking new business ventures or for expansion of an existing product portfolio.
Investments or acquisitions involve numerous risks, including:

(i) problems integrating the acquired business, facilities, technologies, or products, including issues
maintaining uniform standards, procedures, controls, policies, and culture;

(ii) unanticipated costs associated with acquisitions, investments, or strategic alliances;

(iii) diversion of management’s attention from our existing business;

(iv) risks associated with entering new markets in which we may have limited or no experience;

(v) potential loss of key employees of acquired businesses; and

(vi) increased legal and accounting compliance costs.

We may be unable to identify acquisitions or strategic relationships we deem suitable. Even if we do, we may be
unable to successfully complete any such transactions on favorable terms or at all, or to successfully integrate any
acquired business, facilities, technologies, or products into our business or retain any key personnel, suppliers, or
customers. We may fail to realize the anticipated returns and/or fail to capture the expected benefits, such as
strategic or operational synergies or cost savings. The efforts required to complete and integrate these transactions
could be expensive and time-consuming and may disrupt our ongoing business and prevent management from
focusing on our operations. If we are unable to identify suitable acquisitions or strategic relationships, or if we are
unable to integrate any acquired businesses, facilities, technologies, and products effectively, or if we fail to realize
anticipated returns or capture expected benefits, our business, results of operations, cash flows and financial
condition could be adversely affected.

70
62. Our Promoters and a member of our Promoter Group and have provided guarantees in connection with
our borrowings. Our 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 our
borrowings.

Our Promoters, Hari Shanker Khemka and Aditya Khemka, and a member of our Promoter Group, Rishi Khemka,
have provided guarantees jointly and severally for our borrowings, amounting to ₹5,330.00 million as of March
31, 2024. If any of these guarantees are revoked, our lenders may require alternative guarantees or cancel such
loans or facilities, entailing repayment of amounts outstanding under such facilities. If we are unable to procure
alternative guarantees satisfactory to our lenders, we may need to seek alternative sources of capital, which may
not be available to us at commercially reasonable terms or at all, or to agree to more onerous terms under our
financing agreements, which may limit our operational flexibility. Accordingly, our 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 our borrowings. For further information, see “Restated
Consolidated Financial Information” and “Financial Indebtedness” on pages 287 and 391, respectively.

63. Our 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 our
control.

We intend to use the Net Proceeds for the purposes described in “Objects of the Offer” on page 116. As on the
date of this Draft Red Herring Prospectus, our funding requirements are based on management estimates in view
of past expenditures, and have not been appraised by any bank or financial institution. Our funding requirements
and proposed deployment of the Net Proceeds are based on current conditions and are subject to change in light
of changes in external circumstances, costs, business initiatives, other financial conditions or business strategies.
While we will use the Net Proceeds in the manner specified in “Objects of the Offer” on page 116, the amount of
Net Proceeds to be actually used will be based on our management’s discretion. However, the deployment of the
Net Proceeds will be monitored by a monitoring agency appointed pursuant to the SEBI ICDR Regulations. We
may have to reconsider our estimates or business plans due to changes in underlying factors, some of which are
beyond our control, such as interest rate fluctuations, changes in input cost, and other financial and operational
factors. Accordingly, prospective investors in the Offer will need to rely upon our management’s judgment with
respect to the use of Net Proceeds. If we are unable to deploy the Net Proceeds in a timely or an efficient manner,
it may affect our business, results of operations, cash flows and financial condition.

64. Any variation in the utilisation of the Net Proceeds would be subject to certain compliance
requirements, including prior shareholders’ approval.

We propose to utilize the Net Proceeds for the purposes described in “Objects of the Offer” on page 116. At this
stage, we cannot determine with any certainty if we would require the Net Proceeds to meet any other expenditure
or fund any exigencies arising out of competitive environment, business conditions, economic conditions or other
factors beyond our control. In accordance with Sections 13(8) and 27 of the Companies Act, 2013, we cannot
undertake any variation in the utilization of the Net Proceeds without obtaining the shareholders’ approval through
a special resolution. In the event of any such circumstances that require us to undertake variation in the disclosed
utilization of the Net Proceeds, we may not be able to obtain the shareholders’ approval in a timely manner, or at
all. Any delay or inability in obtaining such shareholders’ approval may adversely affect our business or
operations.

Further, our Promoters would be required to provide an exit opportunity to Shareholders who do not agree with
our proposal to change the objects of the Offer or vary the terms of such contracts, at a price and manner as
prescribed by SEBI. Additionally, the requirement on Promoters to provide an exit opportunity to such dissenting
shareholders may deter the Promoters from agreeing to the variation of the proposed utilization of the Net
Proceeds, even if such variation is in the interest of our Company. Further, we cannot assure you that the Promoters
or the controlling shareholders of our Company will have adequate resources at their disposal at all times to enable
them to provide an exit opportunity at the price prescribed by SEBI.

In light of these factors, we may not be able to undertake variation of objects of the Offer to use any unutilized
proceeds of the Offer, if any, or vary the terms of any contract referred to in this Draft Red Herring Prospectus,
even if such variation is in the interest of our Company. This may restrict our Company’s ability to respond to

71
any change in our business or financial condition by re-deploying the unutilized portion of Net Proceeds, if any,
or varying the terms of contract, which may adversely affect our business, results of operations, cash flows and
financial condition.

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

The Selling Shareholders’ (including our Promoters) average cost of acquisition of Equity Shares in our Company
may be lower than the floor price of the Price Band, which is to be determined through the Book Building Process.
For further details regarding average cost of acquisition of Equity Shares by our Promoters and the Selling
Shareholders in our Company, see “Summary of the Offer Document – Average cost of acquisition” on page 37
and for details regarding the build-up of the Equity Shareholdings of by our Promoters in our Company, see
“Capital Structure” on page 99.

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

The Offer comprises a Fresh Issue and an Offer for Sale by the Selling Shareholders. Our Company will not
receive any proceeds from the Offer for Sale. The proceeds from the Offer for Sale (after applicable deductions)
will be transferred to the each of the Selling Shareholders, in proportion to its respective portion of the Equity
Shares transferred by each of them in the Offer for Sale and will not result in any creation of value for us or in
respect of your investment in our Company.

67. Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash
flows, working capital requirements and capital expenditures and the terms of our financing
arrangements.

Any dividends to be declared and paid in the future are required to be recommended by our Company’s Board of
Directors and approved by its Shareholders, at their discretion, subject to the provisions of the Articles of
Association and applicable law, including the Companies Act. Our Company’s ability to pay dividends in the
future will depend upon our future business, results of operations, cash flows and financial condition, working
capital requirements and capital expenditure requirements. We cannot assure you that we will generate sufficient
revenues to cover our operating expenses and, as such, have profits to pay dividends to our Company’s
shareholders in future. We may decide to retain all of our earnings to finance the development and expansion of
our business and, therefore, may not declare dividends on our Equity Shares. We cannot assure you that we will
be able to pay dividends at any point in the future. For details pertaining to dividend declared by our Company in
the past, see “Dividend Policy” on page 286.

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

As of March 31, 2024, we had availed an unsecured loan aggregating to ₹13.80 million (including accrued interest
of ₹0.30 million) from a member of our Promoter Group, Trend Setter Promoters LLP, that can be recalled at any
time. Any failure to service such indebtedness, or otherwise perform any obligations under such financing
agreements may lead to acceleration of payments under such credit facilities, which may adversely affect our
Company. For further information, see “Financial Indebtedness” on page 391.

69. Our Promoters and Promoter Group will continue to exercise significant influence over us after
completion of the Offer.

As on the date of this Draft Red Herring Prospectus, our Promoters and Promoter Group hold 89.01% of the issued
and outstanding equity share capital of our Company. Post listing, our Promoters and Promoter Group will
continue to exercise significant influence over us through their shareholding after the Offer. In accordance with
applicable laws and regulations, our Promoters will have the ability to exercise, directly or indirectly, a significant
influence over our business. This includes, but is not limited to, control over the composition of our Board, delay,
defer or cause a change of our control or a change in our capital structure, delay, defer or cause a merger,
consolidation, takeover or other business combination involving us. The interests of our Promoters and members

72
of Promoter Group may conflict with your interests and the interests of our other Shareholders, and our Promoters
and members of Promoter Group could make decisions that may adversely affect our business operations, and
hence the value of your investment in the Equity Shares.

70. Our individual Promoters, Hari Shanker Khemka and Aditya Khemka, are interested in our Company’s
performance in addition to their remuneration and reimbursement of expenses.

In addition to regular remuneration or benefits or sitting fees and reimbursement of expenses, our individual
Promoters, Hari Shanker Khemka and Aditya Khemka who are also our Directors have interests in us other than
reimbursement of expenses incurred and normal remuneration or benefits. Further, our Directors are also directors
on the boards, or are shareholders, kartas, trustees, proprietors, members or partners, of entities with which our
Company has had related party transactions with and may be deemed to be interested to the extent of the payments
made by our Company, if any, to these entities. Our Promoters and Directors, Hari Shanker Khemka and Aditya
Khemka, are directors on the board of ARK Infosolutions Private Limited and are partners of Aditya Colonizers
LLP and Trend Setter Promoters LLP, which have interest in our Company. Furthermore, our Company has leased
its property pursuant to a lease agreement dated May 8, 2023, located at ‘First floor, F-28, Okhla Industrial Area,
Phase – I, New Delhi – 110 020’ to Trend Setter Promoters LLP for a period of two years commencing from May
1, 2023. For further details in relation to our related party transactions for Fiscals 2022, 2023 and 2024, see
“Summary of the Offer Document – Summary of Related Party Transactions” and “Restated Consolidated
Financial Information – Note 44 – Related Party Transactions” on pages 31 and 334, respectively. While we
believe that all such related party transactions for Fiscals 2022, 2023 and 2024, have been conducted on an
arm’s length basis and were not prejudicial to our interests, we may enter into related-party transactions in the
future which will be subject to approval by our Audit Committee, Board or Shareholders, as required under the
Companies Act, 2013 and the SEBI Listing Regulations, and we cannot assure you that such transactions,
individually or in aggregate, will not have an adverse effect on our financial condition, cash flows and results of
operations or that we could not have achieved more favourable terms if such transactions had not been entered
into with related parties. Such future related-party transactions may potentially involve conflicts of interest which
may be detrimental to the interest of our Company and we cannot assure you that such future transactions,
individually or in the aggregate, will always be in the best interests of our minority Shareholders and will not
have an adverse effect on our business, financial condition, cash flows and results of operations. For further
information on the interest of our Promoters and Directors of our Company, other than reimbursement of expenses
incurred or normal remuneration or benefits, see “Our Management” and “Our Promoters and Promoter Group”
on pages 258 and 280, respectively.

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

A conflict of interest may occur between our business and the business of such ventures in which our Promoters,
Directors, Key Managerial Personnel and other key executives of our Company are involved with, which could
have an adverse effect on our operations. Our Promoters, Directors, Key Managerial Personnel and related entities
may compete with us and have no obligation to direct any opportunities to us. We cannot assure you that these or
other conflicts of interest will be resolved in an impartial manner. For instance, one of our Directors, Atul Behari
Lall is also a director of Dixon Technologies (India) Limited, engaged in the contract manufacturing sector.

We cannot assure you that there will not be any conflict of interest between our Company or Group Company.
There can be no assurance that such entities will not compete with our existing business or any future business
that we might undertake or that we will be able to suitably resolve such a conflict without an adverse effect on our
business and financial performance.

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

We have entered into transactions with related parties in the past and from, time to time, we may enter into
related party transactions in the future. All such transactions have been conducted on an arm’s length basis, in
accordance with the Companies Act and other applicable regulations pertaining to the evaluation and approval
of such transactions and have not been prejudicial to the interests of our Company. All related party transactions

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that we may enter into post-listing, will be subject to an approval by our Audit Committee, Board, or
Shareholders, as required under the Companies Act and the SEBI Listing Regulations. Such related party
transactions in the future or any other future transactions may potentially involve conflicts of interest which may
be detrimental to the interest of our Company and we cannot assure you that such transactions, individually or
in the aggregate, will always be in the best interests of our minority shareholders and will not have an adverse
effect on our business, results of operations, cash flows and financial condition. Set forth below are details of
our related party transactions in each of the corresponding periods:

Fiscal 2024 Fiscal 2023 Fiscal 2022

Related party Percentage of Related party Percentage of Related party Percentage of
transactions revenue from transactions revenue from transactions revenue from
(₹ in million) operations (%) (₹ in million) operations (%) (₹ in million) operations (%)
12,835.85 45.91 10,705.02 46.63 8,045.31 48.42

For further information, see “Summary of the Offer Document – Summary of Related Party Transactions” and
“Restated Consolidated Financial Information – Note 44 – Related Party Transactions” on pages 31 and 334
respectively.

73. We have in this Draft 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
our industry. We rely 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.

We have included certain financial and operational measures in this Draft Red Herring Prospectus, which we
believe to be non-GAAP financial measures (“Non-GAAP Measures”) and KPIs, in accordance with the SEBI
ICDR Regulations. We compute and disclose such KPIs relating to our operations and financial performance as
we consider such information to be useful measures of our business and financial performance, and because
such measures are frequently used by securities analysts, investors and others to evaluate the operational
performance of companies such as us. These KPIs may not be computed on the basis of any standard
methodology that is applicable across the industry and therefore may not be comparable to financial and
operational measures, and industry-related statistical information of similar nomenclature that may be computed
and presented by other companies pursuing similar business. We have included certain industry information in
this Draft Red Herring Prospectus from the F&S Report, and the F&S Report highlights certain industry and
market data relating to us and our competitors, which may not be based on any standard methodology and are
subject to various assumptions.

Further, while after listing of the Equity Shares, we will continue to disclose the KPIs in accordance with the
applicable laws, however, as the industry in which we operate continues to evolve, the measures by which we
evaluate our business may change. Our internal systems and tools may have certain limitations, and our
methodologies or assumptions that we rely on for tracking these metrics may also change over time, which could
result in unexpected changes to our metrics, including the metrics we publicly disclose, or our estimates of our
category position. In addition, if the internal tools we use to track these measures under-count or over-count
performance or contain algorithmic or other technical errors, the data and/or reports we generate may not be
accurate. We calculate measures using internal tools, which are not independently verified by a third party. Any
real or perceived inaccuracies in such metrics may harm our reputation and adversely affect our stock price,
business, results of operations, and financial condition. Further, Non-GAAP measures presented in this Draft
Red Herring Prospectus are a supplemental measure of our performance and liquidity that are not required by,
or presented in accordance with, Ind AS, Indian GAAP, IFRS, U.S. GAAP or any other GAAP. Further, these
Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, Indian
GAAP, IFRS, U.S. GAAP or any other GAAP and should not be considered in isolation or construed as an
alternative to cash flows, profit for the years or any other measure of financial performance or as an indicator of
our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing
activities derived in accordance with Ind AS, Indian GAAP, IFRS, U.S. GAAP or any other GAAP. In addition,
these Non-GAAP Measures are not standardized terms, hence a direct comparison of these Non-GAAP
Measures between companies may not be possible. Other companies may calculate these Non-GAAP Measures
differently from us, limiting its usefulness as a comparative measure. Although such Non-GAAP Measures are
not a measure of performance calculated in accordance with applicable accounting standards, our Company’s
management believes that they are useful to an investor in evaluating us as they are widely used measures to
evaluate a company’s operating performance. For further information, see “Management’s Discussion and

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Analysis of Financial Condition and Results of Operations – Non-GAAP Measures” on page 362.

74. Significant differences exist between Ind AS used to prepare our 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 our financial condition.

Our Restated Consolidated Financial Information included in this Draft Red Herring Prospectus have been
prepared and presented in conformity with Ind AS, restated in accordance with the requirements of Section 26
of part I of the Companies Act, 2013, the SEBI ICDR Regulations and the Guidance Note on “Reports in
Company Prospectuses (Revised 2019)” issued by the ICAI. Ind AS differs in certain significant respects from
IFRS, U.S. GAAP and other accounting principles with which prospective investors may be familiar in other
countries. We have not attempted to quantify the impact of U.S. GAAP or IFRS on the financial data included
in this Draft Red Herring Prospectus, nor do we provide a reconciliation of our financial statements to those of
U.S. GAAP or IFRS. U.S. GAAP and IFRS differ in significant respects from Ind AS. Accordingly, the degree
to which the Ind AS financial statements, which are restated as per the SEBI ICDR Regulations included in this
Draft Red Herring Prospectus, will provide meaningful information is entirely dependent on the reader’s level
of familiarity with Indian accounting practices. If our financial statements were to be prepared in accordance
with such other accounting principles, our results of operations, cash flows and financial condition may be
substantially different. Prospective investors should review the accounting policies applied in the preparation of
our financial statements and consult their own professional advisers for an understanding of the differences
between these accounting principles and those with which they may be more familiar. Any reliance by persons
not familiar with Indian accounting practices on the financial disclosures presented in this Draft Red Herring
Prospectus should be limited accordingly.

External Risk Factors

Risks Related to India

75. Natural or man-made disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest and
other events could adversely affect our business.

Natural disasters (such as drought, typhoons, flooding, and/or earthquakes), epidemics, pandemics, and man-made
disasters, including acts of war, terrorist attacks, and other events, many of which are beyond our control, may
lead to economic instability, including in India or globally, which may in turn adversely affect our business,
financial condition, and results of operations. Global conflicts may result in sustained instability across global
financial markets, induce volatility in commodity prices, increase in supply chain, logistics times and costs,
increase borrowing costs, cause outflow of capital from emerging markets and may lead to overall slowdown in
economic activity in India. Our operations may be adversely affected by fires, natural disasters, and/or severe
weather, which can result in damage to our property or inventory and generally reduce our productivity, and may
require us to evacuate personnel and suspend operations. Any terrorist attacks or civil unrest as well as other
adverse social, economic, and political events in India could have a negative effect on us. Such incidents could
also create a greater perception that investment in Indian companies involves a higher degree of risk and could
have an adverse effect on our business and the price of the Equity Shares.

76. Political, economic or any other factors beyond our control may have an adverse effect on our business,
results of operations, cash flows and financial condition.

We are incorporated in India and we conduct our corporate affairs and our business primarily in India.
Consequently, our business, operations, financial performance and the market price of our Equity Shares will be
affected by interest rates, government policies, taxation, social and ethnic instability and other political and
economic developments affecting India.

Adverse economic developments, such as rising fiscal or trade deficit, in other emerging market countries may
also affect investor confidence and cause increased volatility in Indian securities markets and indirectly affect the
Indian economy in general. Any of these factors could depress economic activity and restrict our access to capital,
which could have an adverse effect on our business, results of operations, cash flows and financial condition and
reduce the price of our Equity Shares. As a result, we are dependent on prevailing economic conditions in India
and our results of operations are affected by factors influencing the Indian economy. The following external risks

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may have an adverse impact on our business, results of operations, cash flows and financial condition, should any
of them materialize:

• increase in interest rates, which may adversely affect our access to capital and increase our borrowing
costs;

• political instability, resulting from a change in government or economic and fiscal policies;

• instability in other countries and adverse changes in geopolitical situations;

• change in the government or a change in the economic and deregulation policies;

• strikes, lock-outs, work stoppages or increased wage demands by employees, suppliers or other service
providers;

• civil unrest, acts of violence, terrorist attacks, regional conflicts or war;

• a decline in India’s foreign exchange reserves which may affect liquidity in the Indian economy;

• macroeconomic factors and central bank regulation, including in relation to interest rates movements
which may in turn adversely impact our access to capital and increase our borrowing costs;

• high rates of inflation in India could increase our costs without proportionately increasing our revenues,
and as such decrease our operating margins;

• downgrading of India’s sovereign debt rating by rating agencies; and

• international business practices that may conflict with other customs or legal requirements to which we
are subject to, including anti-bribery and anti-corruption laws; being subject to the jurisdiction of foreign
courts, including uncertainty of judicial processes and difficulty enforcing contractual agreements or
judgments in foreign legal systems or incurring additional costs to do so.

If such events should impact the national or any regional economies it may have an adverse impact on our business,
financial condition, results of operations and prospects.

77. Any downturn in the macroeconomic environment in India could adversely affect our business, results of
operations, cash flows and financial condition.

Our performance and the growth of our business are necessarily dependent on the health of the overall Indian
economy. Therefore, any downturn in the macroeconomic environment in India could adversely affect our
business, results of operations, cash flows and financial condition. The Indian economy could be adversely
affected by various factors, such as pandemics, epidemics, political and regulatory changes, including adverse
changes in the Government’s liberalisation policies, social disturbances, religious or communal tensions, terrorist
attacks and other acts of violence or war such as ongoing Ukraine-Russia conflict, natural calamities, volatility in
interest rates, volatility in commodity and energy prices, a loss of investor confidence in other emerging market
economies and any worldwide financial instability. In addition, an increase in India’s trade deficit, a downgrading
in India’s sovereign debt rating or a decline in India’s foreign exchange reserves could increase interest rates and
adversely affect liquidity, which could adversely affect the Indian economy and thereby adversely affect our
business, results of operations, cash flows and financial condition.

78. Financial instability in other countries may cause increased volatility in Indian financial markets.

The Indian market and the Indian economy are influenced by economic and market conditions in other countries,
including conditions in the United States, Europe and certain emerging economies in Asia. Any worldwide
financial instability may cause increased volatility in the Indian financial markets and, directly or indirectly,
adversely affect the Indian economy and financial sector and us. Although economic conditions vary across
markets, loss of investor confidence in one emerging economy may cause increased volatility across other
economies, including India. Financial instability in other parts of the world could have a global influence and

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thereby negatively affect the Indian economy. Financial disruptions could adversely affect our business, results
of operations, cash flows and financial condition. Further, economic developments globally can have a significant
impact on our principal markets. Concerns related to a trade war between large economies may lead to increased
risk aversion and volatility in global capital markets and consequently have an impact on the Indian economy.

These developments, or the perception that any of them could occur, have had and may continue to have an
adverse effect on global economic conditions and the stability of global financial markets, and may significantly
reduce global market liquidity, restrict the ability of key market participants to operate in certain financial markets
or restrict our access to capital. This could have an adverse effect on our business, results of operations, cash flows
and financial condition and reduce the price of the Equity Shares.

79. Any downgrading of India’s sovereign debt rating by an international rating agency could have a negative
impact on our business, results of operations, cash flows and financial condition.

Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of India.
Any adverse revisions to credit ratings for India and other jurisdictions we operate in by international rating
agencies may adversely impact our ability to raise additional financing. This could have an adverse effect on our
ability to fund our growth on favourable terms and consequently adversely affect our business and financial
performance and the price of the Equity Shares.

80. Changing laws, rules or regulations and legal uncertainties in India, including adverse application of
taxation laws and regulations, may adversely affect our business, results of operations, cash flows and
financial condition.

The regulatory and policy environment in which we operate is evolving and is subject to change. Unfavorable
changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations including foreign
investment and stamp duty laws governing our business and operations could result in us being deemed to be in
contravention of such laws and may require us to apply for additional approvals.

Further, the Government of India has recently introduced various amendments to the Income Tax Act, vide the
Finance Act, 2024. We have not fully determined the impact of these recent and proposed laws and regulations
on our business, financial condition, future cash flows and results of operations. Unfavourable changes in or
interpretations of existing, or the promulgation of new, laws, rules and regulations including foreign investment
and stamp duty laws governing our business and operations could result in us being deemed to be in contravention
of such laws and may require us to apply for additional approvals. Furthermore, any future amendments may
affect our tax benefits such as exemptions for income earned by way of dividend from investments in other
domestic companies and units of mutual funds, exemptions for interest received in respect of tax-free bonds, and
long-term capital gains on equity shares. Changes in capital gains tax or tax on capital market transactions or the
sale of shares could affect investor returns. As a result, any such changes or interpretations could have an adverse
effect on our business and financial performance. For further discussions on capital gains, please see – “Investors
may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares” on page 80.

We cannot predict the impact of any changes in or interpretations of existing, or the promulgation of, new laws,
rules and regulations applicable to us and our business. Unfavorable changes in or interpretations of existing, or
the promulgation of new laws, rules and regulations including foreign investment and stamp duty laws governing
our business and operations could result in us, our business, operations or group structure being deemed to be in
contravention of such laws and/or may require us to apply for additional approvals. We may incur increased costs
and expend resources relating to compliance with such new requirements, which may also require significant
management time, and any failure to comply may adversely affect our business, results of operations, cash flows
and financial condition. Uncertainty in the applicability, interpretation or implementation of any amendment to,
or change in, governing law, regulation or policy, including by reason of an absence, or a limited body, of
administrative or judicial precedent may be time consuming as well as costly for us to resolve and may impact the
viability of our current business or restrict our ability to grow our business in the future.

77
81. If inflation were to rise in India, we might not be able to increase the prices of our products at a
proportional rate thereby reducing our margins.

Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India has
experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest rates and
increased costs to our business, including increased costs of wages, raw materials and other expenses relevant to
our business. High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control
our costs. Any increase in inflation in India can increase our expenses, which we may not be able to adequately
pass on to our customers, whether entirely or in part, and may adversely affect our business and financial
condition. In particular, we might not be able to reduce our costs or entirely offset any increases in costs with
increases in prices for our products. In such case, our business, results of operations, cash flows and financial
condition may be adversely affected. Further, the GoI has previously initiated economic measures to combat high
inflation rates, and it is unclear whether these measures will remain in effect. There can be no assurance that
Indian inflation levels will not worsen in the future.

82. We may be affected by competition laws, the adverse application or interpretation of which could adversely
affect our business.

The Competition Act, 2002, of India, as amended (“Competition Act”), regulates practices having an appreciable
adverse effect on competition in the relevant market in India (“AAEC”). Under the Competition Act, any formal
or informal arrangement, understanding, or action in concert, which causes or is likely to cause an AAEC is
considered void and may result in the imposition of substantial penalties. Further, any agreement among
competitors which directly or indirectly involves the determination of purchase or sale prices, limits or controls
production, supply, markets, technical development, investment, or the provision of services or shares the market
or source of production or provision of services in any manner, including by way of allocation of geographical
area or number of customers in the relevant market or directly or indirectly results in bid-rigging or collusive
bidding is presumed to have an AAEC and is considered void. The Competition Act also prohibits abuse of a
dominant position by any enterprise. On March 4, 2011, the Government notified and brought into force the
combination regulation (merger control) provisions under the Competition Act with effect from June 1, 2011.
These provisions require acquisitions of shares, voting rights, assets or control or mergers or amalgamations that
cross the prescribed asset and turnover based thresholds to be mandatorily notified to and pre-approved by the
Competition Commission of India (the “CCI”). Additionally, on May 11, 2011, the CCI issued Competition
Commission of India (Procedure for Transaction of Business Relating to Combinations) Regulations, 2011, as
amended, which sets out the mechanism for implementation of the merger control regime in India.

The Competition (Amendment) Act, 2023 (“Competition Amendment Act”) was notified on April 11, 2023,
which amends the Competition Act and give the CCI additional powers to prevent practices that harm competition
and the interests of consumers. The Competition Amendment Act, inter alia, modifies the scope of certain factors
used to determine AAEC, reduces the overall time limit for the assessment of combinations by the CCI from 210
days to 150 days and empowers the CCI to impose penalties based on the global turnover of entities, for anti-
competitive agreements and abuse of dominant position.

The Competition Act aims to, among others, prohibit all agreements and transactions which may have an AAEC
in India. Consequently, all agreements entered by us could be within the purview of the Competition Act. Further,
the CCI has extraterritorial powers and can investigate any agreements, abusive conduct, or combination occurring
outside India if such agreement, conduct, or combination has an AAEC in India. The impact of the provisions of
the Competition Act on the agreements entered by us cannot be predicted with certainty at this stage. However,
since we pursue an acquisition driven growth strategy, we may be affected, directly or indirectly, by the
application or interpretation of any provision of the Competition Act, or any enforcement proceedings initiated
by the CCI, or any adverse publicity that may be generated due to scrutiny or prosecution by the CCI or if any
prohibition or substantial penalties are levied under the Competition Act, it would adversely affect our business,
results of operations, cash flows and financial condition.

83. A third-party could be prevented from acquiring control of us post this Offer, because of anti-takeover
provisions under Indian law.

As a listed Indian entity, there are provisions in Indian law that may delay, deter or prevent a future takeover or
change in control of our Company. These provisions may discourage or prevent certain types of transactions

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involving actual or threatened change in the control of our Company. Under the Takeover Regulations, an acquirer
has been defined as any person who, directly or indirectly, acquires or agrees to acquire shares or voting rights or
control over a company, whether individually or acting in concert with others. Although these provisions have
been formulated to ensure that interests of investors/shareholders are protected, these provisions may also
discourage a third party from attempting to take control of our Company after completion of the Offer.
Consequently, even if a potential takeover of our Company would result in the purchase of the Equity Shares at a
premium to their market price or would otherwise be beneficial to our shareholders, such a takeover may not be
attempted or consummated because of the regulatory framework applicable to us.

Risks Relating to the Equity Shares and this Offer

84. The trading volume and market price of the Equity Shares may be volatile following the Offer.

Conditions in the Indian securities market may affect the price or liquidity of the Equity Shares. Further, the
market price of the Equity Shares may fluctuate as a result of, among other things, the following factors, some of
which are beyond our control:

• quarterly variations in our results of operations;

• results of operations that vary from the expectations of securities analysts and investors;

• results of operations that vary from those of our competitors;

• changes in expectations as to our future financial performance, including financial estimates by research
analysts and investors;

• a change in research analysts’ recommendations;

• announcements by us or our competitors of significant acquisitions, strategic alliances, joint operations

or capital commitments;

• announcements by third parties or governmental entities of significant claims or proceedings against us;

• new laws and governmental regulations applicable to our industry;

• additions or departures of key management personnel;

• changes in exchange rates;

• fluctuations in stock market prices and volume; and

• general economic and stock market conditions.

Changes in relation to any of the factors listed above could adversely affect the price of the Equity Shares.

85. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like
Additional Surveillance Measure (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock
Exchanges which may adversely affect trading price of our Equity Shares.

SEBI and Stock Exchanges in order to enhance market integrity and safeguard interest of investors, have been
introducing various enhanced pre-emptive surveillance measures. The main objective of these measures is to alert
and advice investors to be extra cautious while dealing in these securities and advice market participants to carry
out necessary due diligence while dealing in these securities. Accordingly, SEBI and Stock Exchanges have
provided for (a) GSM on securities where such trading price of such securities does not commensurate with
financial health and fundamentals such as earnings, book value, fixed assets, net-worth, price per equity multiple
and market capitalization; and (b) ASM on securities with surveillance concerns based on objective parameters
such as price and volume variation and volatility.

On listing of our Equity Shares, we may be subject to general market conditions which may include significant

79
price and volume fluctuations. The price of our Equity Shares may also fluctuate after listing of our Equity Shares
due to several factors such as volatility in the Indian and global securities market, our profitability and
performance, performance of our competitors, changes in the estimates of our performance or any political or
economic factors. The occurrence of any of the abovementioned factors may trigger the parameters listed by SEBI
and/or the Stock Exchanges for placing securities under the GSM or ASM framework such as net worth and net
fixed assets of securities, high low variation in securities, concentration of business associates, close to close price
variation, market capitalization, variation in volume, delivery percentage and average unique PAN traded over a
period of time. In the event our Equity Shares are covered under such pre-emptive surveillance measures
implemented by SEBI and/or the Stock Exchanges, we may be subject to certain additional restrictions in relation
to trading of our Equity Shares such as limiting trading frequency (for example, trading either allowed once in a
week or a month) or freezing of price on upper side of trading which may have an adverse effect on the market
price of our Equity Shares or may in general cause disruptions in the development of an active market for trading
of our Equity Shares.

86. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse
effect on the value of our Equity Shares, independent of our operating results.

On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect
of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant foreign
currency for repatriation, if required. Any adverse movement in currency exchange rates during the time taken for
such conversion may reduce the net dividend to foreign investors. In addition, any adverse movement in currency
exchange rates during a delay in repatriating the proceeds from a sale of Equity Shares outside India, for example,
because of a delay in regulatory approvals that may be required for the sale of Equity Shares may reduce the
proceeds received by Shareholders. For example, the exchange rate between the Indian Rupee and the U.S. dollar
has fluctuated substantially in recent years and may continue to fluctuate substantially in the future, which may
have an adverse effect on the returns on our Equity Shares, independent of our operating results.

87. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares
held as investments in an Indian company is generally taxable in India. A securities transaction tax (“STT”) is
levied on equity shares sold on an Indian stock exchange. Any capital gain exceeding ₹125,000, realised on the
sale of listed equity shares on a recognised stock exchange, held for more than 12 months preceding the date of
transfer, will be subject to long-term capital gains tax in India at the rate of 12.5% (plus applicable surcharge and
cess). Accordingly, you may be subject to payment of long-term capital gains tax in India, in addition to payment
of STT, on the sale of any Equity Shares held for more than 12 months. STT will be levied on and collected by a
domestic stock exchange on which the Equity Shares are sold. Further, any gain realized on the sale of our Equity
Shares held for a period of 12 months or less will be subject to short-term capital gains tax in India. Such gains
will be subject to the tax at the rate of 20% (plus applicable surcharge and cess), subject to STT being paid at the
time of sale of such shares. While non-residents may claim tax treaty benefits in relation to such capital gains
income, generally, Indian tax treaties do not limit India’s right to impose tax on capital gains arising from the sale
of shares of an Indian company.

The Finance Act, 2020 had stipulated that the sale, transfer and issue of certain securities through exchanges,
depositories or otherwise to be charged with stamp duty. The Finance Act, 2020 also clarified that, in the absence
of a specific provision under an agreement, the liability to pay stamp duty in case of sale of certain securities
through stock exchanges will be on the buyer, while in other cases of transfer for consideration through a
depository, the onus will be on the transferor. The stamp duty for transfer of certain securities, other than
debentures, on a delivery basis is currently specified under the Finance Act, 2020 at 0.015% and on a non-delivery
basis is specified at 0.003% of the consideration amount. These amendments have come into effect from July 1,
2020. Under the Finance Act, 2020, any dividends paid by an Indian company will be subject to tax in the hands
of the shareholders at applicable rates. Such taxes will be withheld by the Indian company paying dividends.
Further, the Finance Act, 2020, which removed the requirement for dividend distribution tax to be payable in
respect of dividends declared, distributed or paid by a domestic company after March 31, 2020, and accordingly,
such dividends would not be exempt in the hands of the shareholders, both resident as well as non-resident. The
Company may or may not grant the benefit of a tax treaty (where applicable) to a non-resident shareholder for the
purposes of deducting tax at source pursuant to any corporate action including dividends. Investors are advised to
consult their own tax advisors and to carefully consider the potential tax consequences of owning Equity Shares.

80
We cannot predict whether the amendments made pursuant to the Finance Act, 2024 would have an adverse effect
on our business, results of operations, cash flows and financial condition. Unfavourable changes in or
interpretations of existing, or the promulgation of new, laws, rules and regulations including foreign investment
and stamp duty laws governing our business and operations could result in us being deemed to be in contravention
of such laws and may require us to apply for additional approvals.

Risks related to the Offer

88. The Offer Price, market capitalization to revenue from operations multiple and price to earnings ratio
based on the Offer Price of our Company, may not be indicative of the market price of the Equity Shares
on listing.

Our revenue from operations and restated profit after tax for Fiscal 2024 was ₹27,824.26 million and ₹1,151.72
million, respectively. Our price to earnings ratio, based on our Fiscal 2024 profit after tax is [●] times and [●]
times at the lower end and the upper end of the Price Band. Our market capitalization to revenue from operations
for Fiscal 2024 multiple is [●] times and [●] times at the lower end and the upper end of the Price Band.

The table below provides details of our price to earnings ratio and market capitalization to revenue from
operations:

Particulars Price to earnings ratio* Market capitalization to revenue*

For Fiscal 2024 [●] [●]
*
To be populated at Prospectus stage.

The Offer Price of the Equity Shares is proposed to be determined on the basis of assessment of market demand
for the Equity Shares offered through the book-building process prescribed under the SEBI ICDR Regulations,
and certain quantitative and qualitative factors as set out in the section titled “Basis for the Offer Price” on page
126 and the Offer Price, multiples and ratios may not be indicative of the market price of the Equity Shares on
listing or thereafter.

Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market on the
Stock Exchanges may not develop or be sustained after the Offer. Listing and quotation does not guarantee that a
market for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares.

The market price of the Equity Shares may be subject to significant fluctuations in response to, among other
factors, variations in our operating results, market conditions specific to the industry we operate in, developments
relating to India and international markets, regulatory amendments or similar situations, volatility in the securities
markets in India and other jurisdictions, variations in the growth rate of financial indicators, variations in revenue
or earnings estimates by research publications, and changes in economic, legal and other regulatory factors. As a
result, the market price of the Equity Shares may decline below the Offer Price. We cannot assure you that you
will be able to sell your Equity Shares at or above the Offer Price.

89. The determination of the Price Band is based on various factors and assumptions and the Offer Price of
the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer. Further,
the current market price of some securities listed pursuant to certain previous issues managed by the
BRLMs is below their respective issue prices.

The determination of the Price Band is based on various factors and assumptions, and will be determined by our
Company in consultation with the BRLMs. Furthermore, the Offer Price of the Equity Shares will be determined
by our Company in consultation with the BRLMs through the Book Building Process. These will be based on
numerous factors, including factors as described under “Basis for the Offer Price” on page 126 and may not be
indicative of the market price for the Equity Shares after the Offer.

In addition to the above, the current market price of securities listed pursuant to certain previous initial public
offerings managed by the BRLMs is below their respective issue price. For further information, see “Other
Regulatory and Statutory Disclosures – Price information of past issues handled by the BRLMs” on page 411.
The factors that could affect the market price of the Equity Shares include, among others, broad market trends,

81
financial performance and results of our Company post-listing, and other factors beyond our control. We cannot
assure you that an active market will develop or sustained trading will take place in the Equity Shares or provide
any assurance regarding the price at which the Equity Shares will be traded after listing.

90. Any future issuance of Equity Shares, or convertible securities or other equity linked instruments by us
may dilute your shareholding and sale of Equity Shares by shareholders with significant shareholding
may adversely affect the trading price of the Equity Shares.

We may be required to finance our growth through future equity offerings. Any future equity issuances by us,
including a primary offering of Equity Shares including to comply with minimum public shareholding norms
applicable to listed companies in India or, convertible securities or securities linked to Equity Shares including
through exercise of employee stock options, may lead to the dilution of investors’ shareholdings in our Company.
Any future equity issuances by us or sales of our Equity Shares by our shareholders may adversely affect the
trading price of the Equity Shares, which may lead to other adverse consequences including difficulty in raising
capital through offering of our Equity Shares or incurring additional debt. In addition, any perception by investors
that such issuances or sales might occur may also affect the market price of our Equity Shares. There can be no
assurance that we will not issue Equity Shares, convertible securities or securities linked to Equity Shares or that
our Shareholders will not dispose of, pledge or encumber their Equity Shares in the future.

91. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract
foreign investors, which may adversely affect the trading price of the Equity Shares.

Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and
residents are freely permitted (subject to compliance with sector norms and certain other restrictions), if they
comply with the pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares,
which are sought to be transferred, is not in compliance with such pricing guidelines or reporting requirements or
falls under any of the exceptions referred to in the FEMA Non-debt Rules, then a prior regulatory approval will
be required. Further, unless specifically restricted, foreign investments is freely permitted in all sectors of the
Indian economy up to any extent and without prior approvals, but the foreign investor is required to follow certain
prescribed procedures for making such an investment. Additionally, shareholders who seek to convert Rupee
proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India require
a no-objection or a tax clearance certificate from the Indian income tax authorities. Furthermore, this conversion
is subject to the shares having been held on a repatriation basis and, either the security having been sold in
compliance with the pricing guidelines or, the relevant regulatory approval having been obtained for the sale of
shares and corresponding remittance of the sale proceeds. We cannot assure you that any required approval from
the RBI or any other governmental agency can be obtained with or without any particular terms or conditions.

In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, which has
been incorporated as the proviso to Rule 6(a) of the FEMA Non-debt Rules, all investments under the foreign
direct investment route by entities of a country which shares land border with India or where the beneficial owner
of the Equity Shares is situated in or is a citizen of any such country, can only be made through the Government
approval route, as prescribed in the Consolidated FDI Policy dated October 15, 2020 and the FEMA Rules.
Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity in
India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/purview,
such subsequent change in the beneficial ownership will also require approval of the GoI. For further information,
see “Restrictions on Foreign Ownership of Indian Securities” on page 450.

92. QIBs and Non-Institutional Bidders are not permitted to withdraw or lower their Bids (in terms of quantity
of Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual Bidders are
not permitted to withdraw their Bids after Bid/Offer Closing Date.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are required to block the Bid amount
on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of quantity of equity
shares or the Bid Amount) at any stage after submitting a Bid. Similarly, Retail Individual Bidders can revise or
withdraw their Bids at any time during the Bid/Offer Period and until the Bid/ Offer Closing date, but not
thereafter. While we are required to complete all necessary formalities for listing and commencement of trading
of the Equity Shares on all Stock Exchanges where such Equity Shares are proposed to be listed, including

82
Allotment, within three Working Days from the Bid/ Offer Closing Date or such other period as may be prescribed
by the SEBI, events affecting the investors’ decision to invest in the Equity Shares, including adverse changes in
international or national monetary policy, financial, political or economic conditions, our business, results of
operations, cash flows and financial condition may arise between the date of submission of the Bid and Allotment.

93. There is no guarantee that our Equity Shares will be listed on the BSE and NSE in a timely manner or at
all. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares
they purchase in the Offer.

The Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain actions must
be completed before the Equity Shares can be listed and trading in the Equity Shares may commence. Investors’
book entry, or ‘demat’ accounts with depository participants in India, are expected to be credited within one
working day of the date on which the Basis of Allotment is approved by the Stock Exchanges. The trading in the
Equity Shares upon receipt of final listing and trading approvals from the Stock Exchanges is required to
commence within three Working Days of the Bid/ Offer Closing Date. There could be a failure or delay in listing
of the Equity Shares on the Stock Exchanges. Any failure or delay in obtaining the approval or otherwise
commence trading in the Equity Shares would restrict investors’ ability to dispose of their Equity Shares. There
can be no assurance that the Equity Shares will be credited to investors’ demat accounts, or that trading in the
Equity Shares will commence, within the time periods specified in this risk factor. We could also be required to
pay interest at the applicable rates if allotment is not made, refund orders are not dispatched or demat credits are
not made to investors within the prescribed time periods.

94. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law
and thereby may suffer future dilution of their ownership position.

Under the Companies Act, a company having share capital and incorporated in India must offer its holders of
equity shares pre-emptive rights to subscribe and pay for a proportionate number of equity shares to maintain their
existing ownership percentages before the issuance of any new equity shares, unless the pre-emptive rights have
been waived by adoption of a special resolution. However, if the laws of the jurisdiction the investors are located
in does not permit them to exercise their pre-emptive rights without our filing an offering document or registration
statement with the applicable authority in such jurisdiction, the investors will be unable to exercise their pre-
emptive rights unless we make such a filing. If we elect not to file a registration statement, the new securities may
be issued to a custodian, who may sell the securities for the investor’s benefit. The value the custodian receives
on the sale of such securities and the related transaction costs cannot be predicted. In addition, to the extent that
the investors are unable to exercise pre-emption rights granted in respect of the Equity Shares held by them, their
proportional interest in us would be reduced.

95. Rights of shareholders of companies under Indian law may be more limited than under the laws of other
jurisdictions.

Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity
of corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may
differ from those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law
may not be as extensive and wide-spread as shareholders’ rights under the laws of other countries or jurisdictions.
Investors may face challenges in asserting their rights as shareholder of our Company than as a shareholder of an
entity in another jurisdiction.

83
 SECTION IV – INTRODUCTION

THE OFFER

The following table summarizes details of the Offer:

Offer of Equity Shares(1) Up to [●] Equity Shares of face value of ₹1 each, aggregating up
to ₹13,000.00 million
of which:
(i) Fresh Issue(1)^ Up to [●] Equity Shares of face value of ₹1 each, aggregating up
to ₹5,000.00 million
(ii) Offer for Sale(2) Up to [●] Equity Shares of face value of ₹1 each, aggregating up
to ₹8,000.00 million
Employee Reservation Portion(7)(8) Up to [●] Equity Shares of face value of ₹1 each, aggregating up
to ₹[●] million
The Net Offer Up to [●] Equity Shares of face value of ₹1 each, aggregating up
to ₹[●] million

The Net Offer comprises of:

A) QIB Portion (3)(4) Not less than [●] Equity Shares of face value of ₹1 each
of which:
(i) Anchor Investor Portion Up to [●] Equity Shares of face value of ₹1 each
(ii) Net QIB Portion (assuming Anchor Investor Up to [●] Equity Shares of face value of ₹1 each
Portion is fully subscribed)
of which:
(a) Available for allocation to Mutual Funds Up to [●] Equity Shares of face value of ₹1 each
only (5% of the Net QIB Portion)
(b) Balance for all QIBs including Mutual Funds Up to [●] Equity Shares of face value of ₹1 each
B) Non-Institutional Portion (5)(6) Not more than [●] Equity Shares of face value of ₹1 each
of which:
(i) One-third of the Non-Institutional Portion Up to [●] Equity Shares of face value of ₹1 each
available for allocation to Non-Institutional Bidders
with an application size of more than ₹0.2 million
and up to ₹1.00 million
(ii) Two-thirds of the Non-Institutional Portion Up to [●] Equity Shares of face value of ₹1 each
available for allocation to Non-Institutional Bidders
with an application size of more than ₹1.00 million
C) Retail Portion (5) Not more than [●] Equity Shares of face value of ₹1 each

Pre- and post-Offer Equity Shares

Equity Shares outstanding prior to the Offer (as at the date 109,805,805 Equity Shares of face value of ₹1 each
of this Draft Red Herring Prospectus)
Equity Shares outstanding after the Offer [●] Equity Shares of face value of ₹1 each

Use of Net Proceeds See “Objects of the Offer” on page 116 for information on the
use of proceeds arising from the Fresh Issue. Our Company will
not receive any proceeds from the Offer for Sale.
Notes:
^ Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, aggregating up to ₹1,000.00 million. If the Pre-
IPO Placement is completed, the size of the Fresh Issue will be reduced to the extent of such Pre-IPO Placement, subject to the offer
complying with Rule 19(2)(b) of the SCRR.
(1) The Offer has been authorized by a resolution of our Board dated September 27, 2024 and the Fresh Issue has been authorized by a
special resolution of our Shareholders dated September 27, 2024. The Offer shall be made in accordance with Rule 19(2)(b) of the
SCRR.
(2) Each of the Selling Shareholders, severally and not jointly, confirm that their respective portion of the Offered Shares are eligible for
being offered for sale in terms of Regulation 8 and Regulation 8A of the SEBI ICDR Regulations. Each Selling Shareholder has,
severally and not jointly, consented for the sale of their respective portion of the Offered Shares in the Offer for Sale. For details on
the authorisation of the Selling Shareholders in relation to the Offered Shares, see “Other Regulatory and Statutory Disclosures –
Authority for the Offer” on page 404.
(3) Our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary
basis in accordance with the SEBI ICDR Regulations. The QIB Portion will accordingly be reduced for the Equity Shares allocated to
Anchor Investors. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription in the Anchor
Investor Portion, the remaining Equity Shares shall be added to the QIB Portion. 5% of the Net QIB Portion shall be available for
allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation
on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received
at or above the Offer Price. In the event the aggregate demand from Mutual Funds is less than as specified above, the balance Equity

84
 Shares available for Allotment in the Mutual Fund Portion will be added to the QIB Portion and allocated proportionately to the QIB
Bidders (other than Anchor Investors) in proportion to their Bids. For details, see “Offer Procedure” on page 429.
(4) Under-subscription, if any, in the QIB Portion would not be allowed to be met with spill-over from other categories or a combination
of categories. Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except the
QIB Portion, would be allowed to be met with spill over from any other category or combination of categories, as applicable, at the
discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange, subject to applicable law. In the event
of under-subscription in the Offer, the Allotment for the valid Bids will be made in the first instance, towards subscription for 90% of
the Fresh Issue. If there remain any balance valid Bids in the Offer, the Allotment for the balance valid Bids will be made towards the
Equity Shares offered by the Selling Shareholders on a pro-rata basis, and thereafter, towards the balance 10% of the Fresh Issue.
(5) Allocation to all categories, except Anchor Investors, if any, Non-Institutional Bidders and Retail Individual Bidders, shall be made on
a proportionate basis, subject to valid Bids received at or above the Offer Price. The allocation to each Retail Individual Bidder shall
not be less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the remaining available Equity
Shares, if any, shall be allocated on a proportionate basis. Allocation to Anchor Investors shall be on a discretionary basis. For details,
see “Offer Procedure” on page 429.
(6) The Equity Shares available for allocation to Non-Institutional Bidders under the Non-Institutional Portion, shall be subject to the
following: (i) one-third of Non-Institutional Portion will be available for allocation to Bidders with an application size of more than
₹0.20 million and up to ₹1.00 million, and (ii) two-thirds of the Non-Institutional Portion will be available for allocation to Bidders
with application size of more than ₹1.00 million, provided that the unsubscribed portion in either of the aforementioned sub-categories
may be allocated to Bidders in the other sub-category of Non-Institutional Bidders. The Allotment to each Non-Institutional Bidder
shall not be less than the minimum application size, subject to the availability of Equity Shares in the Non-Institutional Portion, and
the remaining Equity Shares, if any, shall be allotted on a proportionate basis, in accordance with the SEBI ICDR Regulations.
(7) Subject to valid bids being received at or above the Offer Price, under-subscription, if any, in any category, except in the QIB Portion,
would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our
Company, in consultation with the Book Running Lead Managers, and the Designated Stock Exchange, subject to applicable laws. In
the event of under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion will be available for allocation
and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million (net of Employee Discount), subject
to the maximum value of Allotment made to such Eligible Employee not exceeding ₹0.50 million (net of Employee Discount). The
unsubscribed portion, if any, in the Employee Reservation Portion (after allocation up to ₹0.50 million), shall be added to the Net Offer.
In case of under-subscription in the Net Offer, spill-over to the extent of such under-subscription shall be permitted from the Employee
Reservation Portion. The Employee Reservation Portion shall not exceed 5% of our post-Offer paid-up Equity Share capital. Further,
an Eligible Employee Bidding in the Employee Reservation Portion can also Bid under the Retail Portion in the Net Offer and such
Bids will not be treated as multiple Bids. For further details, see “Offer Structure” on page 425.
(8) Our Company, in consultation with the BRLMs, may offer an Employee Discount of up to [●]% to the Offer Price (equivalent of ₹[●]
per Equity Share), which shall be announced at least two Working Days prior to the Bid/Offer Opening Date.

For details, including in relation to grounds for rejection of Bids, refer to “Offer Structure” and “Offer Procedure”
on pages 425 and 429, respectively. For details of the terms of the Offer, see “Terms of the Offer” on page 418.

85
 SUMMARY FINANCIAL INFORMATION

The following tables set forth the summary financial information derived from our Restated Consolidated
Financial Information. The summary financial information presented below should be read in conjunction with
“Restated Consolidated Financial Information”, including the notes and annexures thereto, on page 287 and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 358.

Summary derived from our Restated Consolidated Financial Information

Restated consolidated statement of assets and liabilities

(₹ in million, unless otherwise specified)
As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
ASSETS
Non-current assets
Property, plant and equipment 214.82 264.28 251.25
Right of use assets 476.69 368.52 277.64
Capital work in progress 2.36 1.83 -
Investment property 3.79 4.08 4.39
Other intangible assets 7.75 11.33 12.18
Intangible assets under development 152.64 63.79 41.67
Investment accounted for using the equity method - 294.50 235.43
Financial assets
Investments 6.08 5.11 6.93
Others financial assets 46.59 179.17 153.34
Deferred tax assets (net) 79.58 66.53 67.37
Income tax assets (net) 8.03 8.03 4.73
Other non current assets 111.25 41.63 42.52
1,109.58 1,308.80 1,097.45

Current assets
Inventories 5,092.05 5,110.50 3,026.75
Financial assets
Investments - - 52.60
Trade receivables 7,342.70 6,149.58 5,249.33
Cash and cash equivalents 394.67 1,476.45 1,046.47
Other bank balances 311.69 2,238.22 961.57
Loans 82.52 - -
Other financial assets 1,814.48 632.68 542.75
Other current assets 294.07 171.39 167.92
Total current assets 15,332.18 15,778.82 11,047.39

Total assets 16,441.76 17,087.62 12,144.84

EQUITY AND LIABILITIES

Equity
Equity share capital 20.50 20.50 25.00
Other equity 4,221.59 3,095.44 2,844.75
Total equity 4,242.09 3,115.94 2,869.75

Non current liabilities

Financial liabilities
Borrowings 280.16 427.81 491.90
Lease Liabilities 179.13 96.84 38.21
Provisions 89.44 72.61 67.07
Total current liabilities 548.73 597.26 597.18

Current liabilities
Financial liabilities
Borrowings 3,774.36 3,668.17 1,407.43

86
 (₹ in million, unless otherwise specified)
As at
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Lease liabilities 129.11 75.86 36.54
Trade payables
Total outstanding dues of micro enterprises 79.99 115.05 40.25
and small enterprises
Total outstanding dues of creditors other than 5,922.31 8,974.96 6,610.16
micro and small enterprises
Other financial liabilities 1,359.96 247.58 192.06
Provisions 84.73 64.79 70.04
Current tax liabilities (net) 26.07 33.53 104.16
Other current liabilities 274.41 194.48 217.27
Total current liabilities 11,650.94 13,374.42 8,677.91

Total equity and liabilities 16,441.76 17,087.62 12,144.84

Restated consolidated statement of profit and loss

(₹ in million, unless otherwise specified)
For the year ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Income:
Revenue from operations 27,824.26 22,845.47 16,462.11
Other income 135.34 110.09 154.35
Total income (I) 27,959.60 22,955.56 16,616.46

Expenses:
Purchases of stock-in-trade 22,698.63 21,083.83 15,870.62
Changes in inventories of stock-in-trade 20.77 (2,093.31) (2,324.12)
Employee benefits expense 1,338.57 1,032.46 844.14
Finance costs 309.09 232.23 203.81
Depreciation and amortization expenses 157.13 88.52 75.47
Other expenses 1,536.86 1,217.01 742.85
Total expenses (II) 26,061.05 21,560.74 15,412.77

Restated Profit before share of profit in joint 1,898.55 1,394.82 1,203.69

venture and tax (III = I – II)
Share of profit in joint venture (IV) - 94.87 89.80

Restated Profit before exceptional items and tax 1,898.55 1,489.69 1,293.49
(V = III + IV)
Exceptional items (VI)
Share of loss in joint venture 294.50 - -
Others (42.14) 57.87 -
Restated Profit before tax (VII = V-VI) 1,646.19 1,431.82 1,293.49

Tax expense:
Current tax expense 506.93 346.35 306.16
Deferred tax expense/(credit) (8.00) 0.50 10.86
Earlier years tax adjustments (net) (4.46) 1.86 7.16
Total tax expense (VIII) 494.47 348.71 324.18

Restated Profit after tax (IX = VII-VIII) 1,151.72 1,083.11 969.31

Restated Other comprehensive income (X):

Items that will not be reclassified to profit or loss

Remeasurement of defined employee benefit plans (19.97) 1.36 (11.36)
Income tax effect of above 5.03 (0.34) 2.86
Share of other comprehensive income in joint - 0.13 0.13

87
 (₹ in million, unless otherwise specified)
For the year ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
venture
Items that will be reclassified to profit or loss
Exchange differences on translation of financial (0.63) 0.01 1.71
statements of foreign operations

Restated Other comprehensive income (15.57) 1.16 (6.66)

Restated total comprehensive income for the 1,136.15 1,084.27 962.65

year (XI = IX - X)

Restated Profit after tax attributable to:

Owners of the Holding Company 1,151.72 1,083.11 969.31
Non-controlling interests - - -

Restated Other comprehensive income

attributable to:
Owners of the Holding Company (15.57) 1.16 (6.66)
Non-controlling interests - - -

Total Restated comprehensive income

attributable to:
Owners of the Holding Company 1,136.15 1,084.27 962.65
Non-controlling interests - - -

Earnings per equity share

Basic and diluted 11.24 10.57 9.06

Restated consolidated statement of cash flows

(₹ in million)
For the year ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Cash flow from operating activities
Restated Profit before tax 1,646.19 1,431.82 1,293.49

Adjustments for:
Depreciation and amortization expenses 157.13 88.52 75.47
Interest income on bank deposits (104.98) (60.85) (65.02)
Interest income on security deposits (1.55) (0.50) (0.51)
Dividend income (0.06) (0.19) (0.06)
Liabilities no longer required written back (6.25) (15.34) (78.37)
(Gain)/Loss on currency fluctuation and translation (9.07) 6.24 1.14
Profit on sale of property, plant and equipment (net) (2.02) (0.01) 1.76
Rental income (4.22) (4.68) (4.31)
Provision for SAD claims - - 1.19
Balances written off 7.56 18.25 20.61
Share of loss/(profit) in joint venture 294.50 (87.43) (70.91)
Finance costs 279.09 201.16 171.69
Loss on derivative contracts - - 1.02
Interest expense on lease liabilities 26.06 13.40 8.76
Gain on extinguishment of lease (1.82) (2.22) -
Rent concession - - (0.91)
(Gain)/ loss on measurement of investment at (0.98) 1.82 0.45
FVTPL
Operating profit before working capital changes 2,279.58 1,589.99 1,355.49

Movement in working capital:

Decrease/(increase) in inventories 18.45 (2,083.75) (2,323.35)

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 (₹ in million)
For the year ended
Particulars
March 31, 2024 March 31, 2023 March 31, 2022
Increase in trade receivables (1,200.68) (895.07) (1,476.43)
Increase in other current assets and non current (192.29) (3.19) (88.28)
assets
Increase in other financial assets (320.89) (96.58) (518.43)
Increase in other financial liabilities 1,095.57 49.89 323.67
Increase / (decrease) in other current liabilities 79.93 (22.78) 57.55
Increase in provisions 43.03 1.66 15.18
Decrease/(increase) in trade payables (3,096.79) 2,439.60 3,309.27
Cash (used in)/ generated from operating (1,294.09) 979.77 654.67
activities post working capital changes
Income tax paid(net) (509.96) (422.14) (219.26)
Net cash (used in)/generated from operating (1,804.05) 557.63 435.41
activities (A)

Cash flow from investing activities

Additions to property, plant and equipment, capital (188.75) (71.17) (67.16)
work in progress, other intangible assets and
intangible under development
Sale of property, plant and equipment 124.63 0.72 0.12
Proceeds from/(investments) in fixed deposits (net) 1,199.74 (1,295.33) (861.32)
Loan to related party (80.00) - -
Proceeds from redemption of bonds - 52.60 -
Investment in bonds - - (52.60)
Rental income 4.22 4.68 4.31
Dividend income 0.06 28.69 0.06
Interest received 104.98 60.85 89.99
Net cash flow from/ (used in) investing activities 1,164.88 (1,218.96) (886.59)
(B)

Cash flow from financing activities

(Repayment)/proceeds from related party loans (273.93) 300.00 -
Proceeds from long-term borrowings 49.42 25.00 500.00
Repayments of long-term borrowings (197.07) (389.09) (87.96)
Repayment of short-term borrowings (17,054.76) (5,616.09) (369.00)
Proceeds from short-term borrowings 17,426.24 7,868.07 380.00
Buy back of equity shares - (799.58) -
Finance cost paid (279.09) (201.16) (169.76)
Dividend paid during the year (10.00) (38.50) (10.00)
Principal payment of lease liabilities (77.36) (43.94) (36.38)
Interest payment of lease liabilities (26.06) (13.40) (8.76)
Net cash (used in)/flow from financing activities (442.61) 1,091.31 198.15
(C)

Net increase/(decrease) in cash and cash (1,081.78) 429.98 (253.05)

equivalents (A+B+C)
Cash and cash equivalents at the beginning of the 1,476.45 1,046.47 1,299.52
year
Cash and cash equivalents at the end of the year 394.67 1,476.45 1,046.47

Balances with scheduled banks and cash in

hand:
- Cash in hand 1.17 1.22 1.20
- In current accounts 2.14 8.38 258.03
- In cash credit account 7.09 56.28 430.40
- Cheques in hand 77.82 493.27 294.38
- Deposits with original maturity of less than 3 306.45 917.30 62.46
months
Total cash and cash equivalents 394.67 1,476.45 1,046.47

89
 GENERAL INFORMATION

Registered Office and Corporate Office of our Company

The address and certain other details of our Registered Office and Corporate Office is as follows:

Registered Office:

Aditya Infotech Limited

F-28, Okhla Industrial Area
Phase -1, New Delhi – 110 020
Delhi, India
Telephone: +91 11 2681 3555
Website: www.adityagroup.com

Corporate Office:

Aditya Infotech Limited

A-12, Sector 4
Noida – 201 301
Uttar Pradesh, India
Telephone: +91 120 4555 666

For details of the changes in our registered office, see “History and Certain Corporate Matters – Change in
registered office of our Company” on page 249.

Company registration number and corporate identity number

The registration number and corporate identity number of our Company are set forth below:

Particulars Number
Company registration number 066784
Corporate identity number U74899DL1995PLC066784

The Registrar of Companies

Our Company is registered with the Registrar of Companies, Delhi and Haryana at New Delhi, which is situated
at the following address:

Registrar of Companies, Delhi and Haryana at New Delhi

4th Floor, IFCI Tower

61, Nehru Place
New Delhi – 110 019
Delhi, India

Board of Directors

The following table sets out the brief details of our Board as on the date of this Draft Red Herring Prospectus:

Name and designation DIN Address

Hari Shanker Khemka 00514501 B-51, Greater Kailash Part-I, Delhi – 110 048, Delhi, India
Chairman and Whole-time Director
Aditya Khemka 00514552 B-51, Greater Kailash Part-I, Delhi – 110 048, Delhi, India
Managing Director
Ananmay Khemka 10782656 B-51, Greater Kailash Part-I, Delhi – 110 048, Delhi, India
Whole-time Director
Atul Behari Lall* 00781436 405, Nilgiri Apartments, Alaknanda, Kalkaji, New Delhi
Non-Executive Director – 110 019, Delhi, India
Abhishek Dalmia 00011958 Radha Vihar, 35-B, Prithviraj Road, Delhi – 110 011,
Independent Director Delhi, India

90
 Name and designation DIN Address
Manish Sharma 06549914 C-451, C-Block, Gate No.1, Sushant Lok-1, Gurgaon –
Independent Director 122 002, Haryana, India
Ambika Sharma 08201798 C-14, Sector-40, Gautam Budh Nagar, Noida – 201 303,
Independent Director Uttar Pradesh, India
Chetan Kajaria 00273928 9, North drive, DLF Chattarpur farms, New Delhi – 110
Independent Director 074, Delhi, India
*
Atul Behari Lall is nominated on our Board by Dixon Technologies (India) Limited, pursuant to the Shareholders’ Agreement.

For further details of our Board of Directors, see “Our Management – Board of Directors” on page 258.

Company Secretary and Compliance Officer

Roshni Tandon is the Company Secretary and Compliance Officer of our Company. Her contact details are as
follows:

Roshni Tandon
A-12, Sector 4
Noida – 201 301
Uttar Pradesh, India
Telephone: +91 120 4555 666
E-mail: [email protected]

Registrar to the Offer

Link Intime India Private Limited

C-101, 247 Park, L.B.S Marg
Vikhroli (West), Mumbai – 400 083
Maharashtra, India
Telephone: + 91 810 811 4949
E-mail: [email protected]
Investor grievance e-mail: [email protected]
Website: www.linkintime.co.in
Contact Person: Shanti Gopalkrishnan
SEBI Registration No: INR000004058

Book Running Lead Managers

ICICI Securities Limited IIFL Securities Limited

ICICI Venture House, 24th Floor, One Lodha Place
Appasaheb Marathe Marg, Prabhadevi Senapati Bapat Marg, Lower Parel (W)
Mumbai – 400 025 Mumbai – 400 013
Maharashtra, India Maharashtra, India
Telephone: + 91 22 6807 7100 Telephone: + 91 22 4646 4728
E-mail: [email protected] E-mail: [email protected]
Investor grievance e-mail: Investor grievance e-mail:
[email protected] [email protected]
Website: www.icicisecurities.com Website: www.iiflcap.com
Contact Person: Ashik Joisar / Sumit Singh Contact Person: Mansi Sampat / Pawan Jain
SEBI Registration No: INM000011179 SEBI Registration No: INM000010940

Syndicate Members

[●]

91
Inter-se allocation of responsibilities of the Book Running Lead Managers

The following table sets forth the inter-se allocation of responsibilities for various activities among the Book
Running Lead Managers:

S. No. Activity Responsibility Co-ordination

1. Capital structuring, due diligence of I-Sec, IIFL I-Sec
Company including its operations /
management / business plans / legal etc.,
drafting and design of Draft Red Herring
Prospectus, the Red Herring Prospectus
and this Prospectus. Ensure compliance
and completion of prescribed formalities
with the Stock Exchanges, SEBI and RoC
including finalization of Red Herring
Prospectus, Prospectus, Offer Agreement,
Underwriting Agreements and RoC filing
2. Drafting and approval of all statutory I-Sec, IIFL I-Sec
advertisements
3. Drafting and approval of all publicity material I-Sec, IIFL IIFL
other than statutory advertisements as
mentioned in point 2 above, including corporate
advertising and brochures and filing of media
compliance report.
4. Appointment of intermediaries, Registrar to the I-Sec, IIFL I-Sec
Offer, advertising agency, printer (including
coordination of all agreements)
5. Appointment of all other intermediaries, I-Sec, IIFL IIFL
including Sponsor Bank, Monitoring Agency,
etc. (including coordination of all agreements)
6. Preparation of road show presentation and I-Sec, IIFL I-Sec
FAQs
7. International institutional marketing of the I-Sec, IIFL I-Sec
Offer, which will cover, inter alia:
• Marketing strategy
• Finalising the list and division of
international investors for one-to-one
meetings
Finalising international road show and investor
meeting schedules
8. Domestic institutional marketing of the Offer, I-Sec, IIFL IIFL
which will cover, inter alia:
• Marketing strategy
• Finalising the list and division of domestic
investors for one-to-one meetings
Finalising domestic road show and investor
meeting schedules
9. Non-institutional marketing of the Offer, which I-Sec, IIFL IIFL
will cover, inter-alia:
• Finalising media, marketing, public
relations strategy and
Formulating strategies for marketing to Non –
Institutional Investors
10. Retail marketing of the Offer, which will cover, I-Sec, IIFL I-Sec
inter-alia:
• Finalising media, marketing, public
relations strategy and publicity budget,
frequently asked questions at retail road
shows
• Finalising brokerage, collection centres
• Finalising centres for holding conferences
for brokers etc.
Follow-up on distribution of publicity and Offer
material including form, Red Herring

92
 S. No. Activity Responsibility Co-ordination
Prospectus/ Prospectus and deciding on the
quantum of the Offer material
11. Coordination with Stock Exchanges for book I-Sec, IIFL IIFL
building software, bidding terminals, mock
trading, anchor coordination, anchor CAN and
intimation of anchor allocation and submission
of letters to regulators post completion of anchor
allocation
12. Managing the book and finalization of pricing in I-Sec, IIFL IIFL
consultation with Company
13. Post-Offer activities – management of escrow I-Sec, IIFL IIFL
accounts, finalisation of the basis of allotment
based on technical rejections, post Offer
stationery, essential follow-up steps including
follow-up with bankers to the Offer and Self
Certified Syndicate Banks and coordination
with various agencies connected with the post-
offer activity such as registrar to the offer,
bankers to the offer, Self-Certified Syndicate
Banks, etc. listing of instruments, demat credit
and refunds/ unblocking of monies,
announcement of allocation and dispatch of
refunds to Bidders, etc., payment of the
applicable STT on behalf of Selling
Shareholders, coordination for investor
complaints related to the Offer, including
responsibility for underwriting arrangements,
submission of final post issue report

Legal counsel to our Company as to Indian Law

Khaitan & Co
Max Towers
7th & 8th Floors
Sector 16B Noida
Gautam Buddh Nagar 201 301
Uttar Pradesh, India
Telephone: +91 120 479 1000

Statutory Auditors

Walker Chandiok & Co LLP

21st Floor, DLF Square
Jacaranda Marg, DLF Phase – II
Gurugram – 122 002
Haryana, India
E-mail: [email protected]
Telephone: +91 124 462 8099
Firm registration number: 001076N/N500013
Peer review number: 014158

Except as disclosed below, there has been no change in our statutory auditors in the three years preceding the date
of this Draft Red Herring Prospectus:

Name of statutory auditor Date of change Reason

P.S. Puri & Co. , Chartered Accountants December 2, Resignation as the statutory auditors’
E-43, Sector 40, Noida – 201 301 2021 due to personal pre-occupation
Uttar Pradesh, India
E-mail: [email protected]
Firm registration number: 029679N
Walker Chandiok & Co LLP December 23, Appointment as the statutory auditors
21st Floor, DLF Square 2021 of the Company due to casual vacancy
Jacaranda Marg, DLF Phase – II caused by the resignation of the

93
 Name of statutory auditor Date of change Reason
Gurugram – 122 002 previous auditors.
Haryana, India
E-mail: [email protected]
Firm registration number: 001076N/N500013
Peer review number: 014158

Bankers to our Company

Yes Bank Limited Axis Bank Limited

Yes Bank House WBC Noida, B-21 & 22
Off Western Express Highway Sector 16, Noida – 201 301
Santacruz East, Mumbai – 400 055 Uttar Pradesh, India
Maharashtra, India Telephone: +91 99102 32572
Telephone: +91 98995 33388 E-mail: [email protected]
E-mail: [email protected] Website: www.axisbank.com
Website: https://www.yesbank.in/ Contact Person: Sameer Garg
Contact Person: Mohit Gupta

ICICI Bank Limited HDFC Bank Limited

K-1, Senior Mall HDFC Bank Limited, 2nd Floor
Sector 18, Noida – 201 301 Axis Capitiol, Tower B
Uttar Pradesh, India Sector 132, Noida – 201 301
Telephone: +91 85279 33757 Uttar Pradesh, India
E-mail: [email protected] Telephone: +91 93198 47424
Website: https://www.icicibank.com E-mail: [email protected]
Contact Person: Madhav Jha Website: www.hdfcbank.com
Contact Person: Ankush Varshney

Tamilnad Mercantile Bank Limited

Tamilnad Mercantile Bank Limited
Mumbai Regional Office, Unit 4
Banking Plaza, APMC Market
Sector 19C, Vashi
Navi Mumbai – 400 705
Maharashtra, India
Telephone: +91 98210 55364
E-mail: [email protected]
Website: www.tmb.in
Contact Person: R. Saravana Perumal

Banker(s) to the Offer

Escrow Collection Bank

[●]

Public Offer Account Bank

[●]

Refund Bank

[●]

Sponsor Bank(s)

[●]

94
Designated Intermediaries

Self-Certified Syndicate Banks

The list of SCSBs notified by SEBI for the ASBA process is available on the SEBI website at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be
prescribed by SEBI from time to time.

A list of the Designated SCSB Branches with which an ASBA Bidder (other than an RIB using the UPI
Mechanism), not Bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may
submit the ASBA Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, and at such other
websites as may be prescribed by SEBI from time to time.

SCSBs and mobile applications enabled for UPI Mechanism

In accordance with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, UPI Bidders may apply through the SCSBs and mobile
applications using the UPI handles specified on the website of the SEBI. The list of SCSBs through which Bids
can be submitted by UPI Bidders, including details such as the eligible mobile applications and UPI handle which
can be used for such Bids, is available on the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 which may be
updated from time to time or at such other website as may be prescribed by SEBI from time to time.

Syndicate SCSB Branches

In relation to Bids (other than Bids by Anchor Investors and RIBs) submitted under the ASBA process to a member
of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to
receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of
the SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, which
may be updated from time to time or any such other website as may be prescribed by SEBI from time to time. For
more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified
Locations, see the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 or any such other
website as may be prescribed by SEBI from time to time.

Registered Brokers

The list of the Registered Brokers eligible to accept ASBA Forms from Bidders, including details such as postal
address, telephone number and e-mail address, is provided on the websites of the BSE and the NSE at
http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx? and
https://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm, respectively, as updated from
time to time.

Registrar and Share Transfer Agents

The list of the RTAs eligible to accept ASBA Forms from Bidders at the Designated RTA Locations, including
details such as address, telephone number and e-mail address, is provided on the websites of Stock Exchanges at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time
to time.

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms from Bidders at the Designated CDP Locations, including
details such as name and contact details, is provided on the websites of BSE at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and on the website of NSE at
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, as updated from time to time.

95
Credit Rating

As this is an Offer consisting only of Equity Shares, there is no requirement to obtain credit rating for the Offer.

Debenture Trustee

As this is an Offer consisting only of Equity Shares, the appointment of a debenture trustee is not required.

Appraising Entity

None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.

Monitoring Agency

Our Company shall, in compliance with Regulation 41 of the SEBI ICDR Regulations, appoint a monitoring
agency to monitor the utilisation of the Gross Proceeds from the Fresh Issue. The relevant details of the monitoring
agency will be included in the Red Herring Prospectus. For details in relation to the proposed utilisation of the
Net Proceeds from the Fresh Issue, please see “Objects of the Offer” on page 116.

Grading of the Offer

No credit agency registered with SEBI has been appointed for obtaining grading for the Offer.

Green Shoe Option

No green shoe option is contemplated under the Offer.

Experts

Except as disclosed below, our Company has not obtained any expert opinions:

Our Company has received written consent dated September 30, 2024 from Walker Chandiok & Co LLP, to
include their name as required under Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR
Regulations, in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies
Act, 2013 to the extent and in their capacity as our Statutory Auditors and in respect of their (i) examination report
dated September 23, 2024 on our Restated Consolidated Financial Information; (ii) report dated September 23,
2024 on our Pro Forma Consolidated Financial Information; and (iii) report dated September 30, 2024, on the
statement of special tax benefits in respect of the Company and its Shareholders, included in this Draft Red Herring
Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus.
However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.

Our Company has also received written consent dated September 30, 2024 from RNBP & Co., Chartered
Accountants, holding a valid peer review certificate from ICAI, to include their name as required under Section
26(5) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus as
an “expert” as defined under Section 2(38) of the Companies Act, 2013, in respect of various certifications issued
by them in their capacity as independent chartered accountant to our Company.

Additionally, our Company has also received written consent dated September 30, 2024, from Sharjeel Aslam
Faiz, the independent chartered engineer, to include their name as required under Section 26(5) of the Companies
Act, 2013 read with the SEBI ICDR Regulations, in this Draft Red Herring Prospectus as an “expert” as defined
under Section 2(38) of the Companies Act, 2013, in relation to the manufacturing facility of our Subsidiary, AIL
Dixon, including products manufactured at the facility, and the installed capacity, actual production and capacity
utilisation.

Further, our Company has received written consent dated September 30, 2024 from S.N. Dhawan & Co LLP, to
include their name as required under Section 26(5) of the Companies Act, 2013 read with the SEBI ICDR
Regulations, in this Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies
Act, 2013 to the extent and in their capacity as the statutory auditor of AIL Dixon and in respect of their report
dated September 30, 2024, on the statement of special tax benefits in respect of the AIL Dixon, included in this

96
Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring
Prospectus.

Such consents have not been withdrawn as on the date of this Draft Red Herring Prospectus.

Underwriting Agreement

After determination of the Offer Price and allocation of Equity Shares and prior to the filing of the Prospectus
with the RoC, our Company and the Selling Shareholders will enter into an Underwriting Agreement with the
Underwriters for the Equity Shares proposed to be offered through the Offer. The extent of underwriting
obligations and the Bids to be underwritten in the Offer shall be as per the Underwriting Agreement. Pursuant to
the terms of the Underwriting Agreement, the obligations of the Underwriters will be several and will be subject
to certain conditions to closing, as specified therein.

The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the
following number of Equity Shares:

(The Underwriting Agreement has not been executed as on the date of this Draft Red Herring Prospectus and will
be executed prior to the filing of the Prospectus with the RoC. This portion has been intentionally left blank and
will be filled in before the filing of the Prospectus with the RoC.)

Indicative number of Equity Shares

Name, address, telephone and e-mail of the Amount underwritten
of face value of ₹1 each to be
Underwriters (₹ in million)
underwritten
[●] [●] [●]
[●] [●] [●]

The abovementioned underwriting commitment is indicative and will be finalized after determination of the Offer
Price and Basis of Allotment and will be subject to the provisions of the SEBI ICDR Regulations.

In the opinion of our Board of Directors, the resources of the Underwriters are sufficient to enable them to
discharge their respective underwriting obligations in full. The Underwriters are registered with SEBI under
Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). Our Board, at its meeting held
on [●], has accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company.

Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments set
forth in the table above. Notwithstanding the above table, the Underwriters shall be severally responsible for
ensuring payment with respect to Equity Shares allocated to investors procured by them.

Subject to the applicable laws and pursuant to the terms of the Underwriting Agreement, the BRLMs will be
responsible for bringing in the amount devolved in the event that the Syndicate Members do not fulfil their
underwriting obligations.

Filing

A copy of this Draft Red Herring Prospectus will be filed through SEBI’s online intermediary portal at
https://siportal.sebi.gov.in, in accordance with SEBI master circular bearing reference SEBI/HO/CFD/PoD-
2/P/CIR/2023/00094 dated June 21, 2023, and as specified in Regulation 25(8) of the SEBI ICDR Regulations.

It will also be filed with SEBI at the following address:

Securities and Exchange Board of India

Corporation Finance Department
SEBI Bhavan, Plot No. C4-A, ‘G’ Block
Bandra Kurla Complex, Bandra (East)
Mumbai – 400 051
Maharashtra, India

A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed, will
be filed with the RoC in accordance with Section 32 of the Companies Act, 2013, and a copy of the Prospectus
required to be filed under Section 26 of the Companies Act, 2013, will be filed with the RoC, and through the

97
electronic portal at http://www.mca.gov.in/mcafoportal/loginvalidateuser.do.

Book Building Process

Book building, in the context of the Offer, refers to the process of collection of Bids from investors on the basis
of the Red Herring Prospectus and the Bid cum Application Forms within the Price Band. The Price Band will be
decided by our Company, in consultation with the Book Running Lead Managers, in accordance with the SEBI
ICDR Regulations, and if not disclosed in the Red Herring Prospectus, will be advertised in all editions of [●], an
English national daily newspaper and in all editions of [●], a widely circulated Hindi national daily newspaper
(Hindi also being the regional language of Delhi, where our Registered Office is located), each with wide
circulation, at least two Working Days prior to the Bid / Offer Opening Date, and shall be made available to the
Stock Exchanges for the purposes of uploading on their respective websites. The Offer Price shall be determined
by our Company, in consultation with the Book Running Lead Managers, in accordance with the SEBI ICDR
Regulations, after the Bid / Offer Closing Date. For details, see “Offer Procedure” on page 429.

All Bidders, other than Anchor Investors, shall only participate in this Offer through the ASBA process by
providing the details of their respective ASBA Account in which the corresponding Bid Amount will be
blocked by the SCSBs. UPI Bidders shall participate through the ASBA process, either by (i) providing the
details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the
SCSBs; or (ii) using the UPI Mechanism. Non-Institutional Bidders with an application size of up to ₹0.50
million shall use the UPI Mechanism and shall also provide their UPI ID in the Bid cum Application Form
submitted with Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar
and Share Transfer Agents. Anchor Investors are not permitted to participate in the Offer through the
ASBA process. Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022,
all individual bidders in initial public offerings whose application sizes are up to ₹0.50 million shall use the
UPI Mechanism.

In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not permitted to
withdraw or lower the size of their Bid(s) (in terms of the quantity of the Equity Shares or the Bid Amount)
at any stage. Retail Individual Bidders and Eligible Employees Bidding in the Employee Reservation
Portion can revise their Bids during the Bid / Offer Period and withdraw their Bids until the Bid / Offer
Closing Date. Further, Anchor Investors in the Anchor Investor Portion cannot withdraw their Bids after
the Anchor Investor Bidding Date. Allocation to QIBs (other than Anchor Investors) will be on a
proportionate basis while allocation to Anchor Investors will be on a discretionary basis. Additionally,
allotment to each Non-Institutional Bidder shall not be less than the minimum application size, subject to
the availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares, if any,
shall be allotted on a proportionate basis.

Each Bidder by submitting a Bid in the Offer, will be deemed to have acknowledged the above restrictions
and the terms of the Offer.

For an illustration of the Book Building Process and further details, see “Terms of the Offer” and “Offer
Procedure” on pages 418 and 429, respectively.

The Book Building Process under the SEBI ICDR Regulations and the Bidding Process are subject to
change from time to time and the investors are advised to make their own judgement about investment
through this process prior to submitting a Bid in the Offer.

Bidders should note that the Offer is also subject to obtaining (i) final approval of the RoC after the
Prospectus is filed with the RoC; and (ii) final listing and trading approvals from the Stock Exchanges,
which our Company shall apply for after Allotment, within the timelines prescribed under applicable law.

For further details on the method and procedure for Bidding, see “Offer Procedure” beginning on page 429.

98
 CAPITAL STRUCTURE

The Equity Share capital of our Company as, on the date of this Draft Red Herring Prospectus, is set forth below:

(In ₹ except share data)

Aggregate value at face Aggregate value at
value Offer Price*
A AUTHORIZED SHARE CAPITAL(1)
150,000,000 Equity Shares of face value of ₹1 each 150,000,000 -

B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER

109,805,805 Equity Shares of face value of ₹1 each 109,805,805 -

C PRESENT OFFER IN TERMS OF THIS DRAFT RED HERRING PROSPECTUS

Offer of up to [●] Equity Shares of face value of ₹1 each [●] [●]
aggregating up to ₹13,000.00 million(2)(3)
Which includes: [●] [●]
Fresh Issue of up to [●] Equity Shares of face value of ₹1 each [●] [●]
aggregating up to ₹5,000.00 million(2)
Offer for Sale of up to [●] Equity Shares of face value of ₹1 [●] [●]
each by the Selling Shareholders aggregating up to ₹8,000.00
million(3)
The Offer includes: [●] [●]
Employee Reservation Portion of up to [●] Equity Shares of [●] [●]
face value of ₹1 each aggregating up to ₹[●] million(4)
Net Offer of up to [●] Equity Shares of face value of ₹1 each [●] [●]

D ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER

[●] Equity Shares* of face value of ₹1 each [●] -

E SECURITIES PREMIUM ACCOUNT

Before the Offer 2,479.00
After the Offer [●]
*
To be updated upon finalization of the Offer Price.
^
Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, aggregating up to ₹1,000.00 million. If the Pre-IPO
Placement is completed, the size of the Fresh Issue will be reduced to the extent of such Pre-IPO Placement, subject to the offer complying
with Rule 19(2)(b) of the SCRR.
(1)
For details in relation to the changes in the authorised share capital of our Company in the last 10 years, see ‘History and Certain
Corporate Matters – Amendments to the Memorandum of Association” on page 250.
(2)
The Offer has been authorized by a resolution of our Board dated September 27, 2024 and the Fresh Issue has been authorized by a
special resolution of our Shareholders dated September 27, 2024. The Offer shall be made in accordance with Rule 19(2)(b) of the
SCRR.
(3)
Each of the Selling Shareholders, severally and not jointly, confirm that their respective portion of the Offered Shares are eligible for
being offered for sale in terms of Regulation 8 and Regulation 8A of the SEBI ICDR Regulations. Each Selling Shareholder has,
severally and not jointly, consented for the sale of their respective portion of the Offered Shares in the Offer for Sale. For details on
the authorisation of the Selling Shareholders in relation to the Offered Shares, see “Other Regulatory and Statutory Disclosures –
Authority for the Offer” on page 404.
(4)
Subject to valid bids being received at or above the Offer Price, under-subscription, if any, in any category, except in the QIB Portion,
would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our
Company, in consultation with the Book Running Lead Managers, and the Designated Stock Exchange, subject to applicable laws. In
the event of under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion will be available for allocation
and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹0.20 million (net of Employee Discount), subject
to the maximum value of Allotment made to such Eligible Employee not exceeding ₹0.50 million (net of Employee Discount). The
unsubscribed portion, if any, in the Employee Reservation Portion (after allocation up to ₹0.50 million), shall be added to the Net Offer.
In case of under-subscription in the Net Offer, spill-over to the extent of such under-subscription shall be permitted from the Employee
Reservation Portion. The Employee Reservation Portion shall not exceed 5% of our post-Offer paid-up Equity Share capital. Further,
an Eligible Employee Bidding in the Employee Reservation Portion can also Bid under the Retail Portion in the Net Offer and such
Bids will not be treated as multiple Bids. For further details, see “Offer Structure” on page 425.

99
 Notes to the Capital Structure

1. Equity share capital history of our Company

The following table sets forth the history of the equity share capital of our Company:

Number of Face value Issue price Cumulative Cumulative paid-

Date of Name(s) of allottees and details of equity shares Nature of Form of
equity shares per equity per equity number of equity up equity share
allotment allotted per equity share allotment consideration
allotted share (₹) share (₹) shares capital (in ₹)
March 15, 1995 10 equity shares to Hari Shankar Khemka, 10 equity Initial subscription 70 10.00 10.00 Cash 70 700
shares to Govind Kumar Khemka, 10 equity shares to MOA
to Surendra Kumar Khemka, 10 equity shares to Indu
Khemka, 10 equity shares to Aditya Khemka, 10
equity shares to Urmila Khemka and 10 equity shares
to Anand Kumar Khemka
March 30, 1998 1,240 equity shares to Anand Kumar Khemka, 1,240 Further issue 4,930 10.00 10.00 Cash 5,000 50,000
equity shares to Govind Kumar Khemka, 1140
equity shares to Surendra Kumar Khemka, 940
equity shares to Hari Shanker Khemka, 90 equity
shares to Aditya Khemka, 90 equity shares to Urmila
Khemka, 100 equity shares to Rishi Khemka and 90
equity shares to Indu Khemka
March 31, 1999 40,000 equity shares to Anand Kumar Khemka - Further issue 160,000 10.00 10.00 Cash 165,000 1,650,000
HUF, 40,000 equity shares to Urmila Khemka,
40,000 equity shares to Surendra Kumar Khemka
and 40,000 equity shares to Prabha Khemka
January 24, 2001 85,000 equity shares to Aditya Khemka, 85,000 Further issue 585,000 10.00 10.00 Cash 750,000 7,500,000
equity shares to Rishi Khemka, 70,000 equity shares
to Govind Kumar Khemka, 65,000 equity shares to
Anand Kumar Khemka HUF, 60,000 equity shares
to Surendra Kumar Khemka, 50,000 equity shares
Aruna Khemka, 50,000 equity shares to Indu
Khemka, 45,000 equity shares to Urmila Khemka,
45,000 equity shares to Prabha Khemka, 20,000
equity shares to Hari Shanker Khemka and 10,000
equity shares to Anand Kumar Khemka
March 27, 2003 500,000 equity shares to Aditya Infosolutions Further issue 500,000 10.00 10.00 Cash 1,250,000 12,500,000
Private Limited
March 31, 2007 28,807 equity shares allotted to Prabha Khemka, Rights issue 250,000 10.00 10.00 Cash 1,500,000 15,000,000
22,120 equity shares to Anand Kumar Khemka –
HUF, 20,576 equity Shares to Hari Shanker
Khemka, 19,033 equity shares to Hari Shanker

100
 Number of Face value Issue price Cumulative Cumulative paid-
Date of Name(s) of allottees and details of equity shares Nature of Form of
equity shares per equity per equity number of equity up equity share
allotment allotted per equity share allotment consideration
allotted share (₹) share (₹) shares capital (in ₹)
Khemka – HUF, 18,004 equity shares to Urmila
Khemka, 16,975 equity shares to Pooja Khemka,
16,975 equity shares to Parma Nand Khemka,
14,403 equity shares to Parma Nand Khemka – HUF,
14,403 equity shares to Surendra Kumar Khemka -
HUF, 514 equity shares to Aditya Khemka – HUF,
10,288 equity shares to Aditya Khemka, 11,317
equity shares to Shradha Khemka (wife of Aditya
Khemka), 11,317 equity shares to Rishi Khemka,
7,716 equity shares to Vikramditya Khemka, 7,716
equity shares to Surendra Kumar Khemka, 7,716
equity shares to Indu Khemka 4,630 equity shares to
Govind Kumar Khemka – HUF, 6,687 equity shares
to Gaurav Khemka, 4,630 equity shares to Shradha
Khemka (daughter of Govind Kumar Khemka),
3,601 equity shares to Anand Kumar Khemka and
2,572 equity shares to Govind Kumar Khemka
March 31, 2008 145,000 equity shares to Anand Kumar Khemka - Preferential 250,000 10.00 10.00 Cash 1,750,000 17,500,000
HUF, 64,000 equity shares to Indu Khemka and allotment
41,000 equity shares to Govind Kumar Khemka -
HUF
March 31, 2009 110,000 equity shares to Aditya Khemka, 90,000 Preferential 250,000 10.00 10.00 Cash 2,000,000 20,000,000
equity shares to Gaurav Khemka and 50,000 equity allotment
shares to Raghav Khemka
December 14, 200,000 equity shares to Hari Shanker Khemka, Preferential 500,000 10.00 10.00 Cash 2,500,000 25,000,000
2009 120,108 equity shares to Rishi Khemka, 83,313 allotment
equity shares to Gaurav Khemka, 65,313 equity
shares to Anand Kumar Khemka, 17,111 equity
shares to Govind Kumar Khemka and 14,155 equity
shares to Surendra Kumar Khemka
March 1, 2023 176,572 equity shares from Hari Shanker Khemka, Buy-back (450,000) 10.00 1,443.00 Cash 2,050,000 20,500,000
3,426 equity shares from Hari Shanker Khemka
HUF, 135,000 equity shares from Rishi Khemka,
132,870 equity shares from Aditya Khemka, 2,037
equity shares from Shradha Khemka, 93 equity
shares from Aditya Khemka HUF and 2 equity
shares from Ananmay Khemka
Equity shares of our Company of face value of ₹10 each was sub-divided to 10 Equity Shares of face value of ₹1 each, pursuant to the resolution passed by our Shareholders on June 17,
2024.
June 17, 2024 48,891,960 Equity Shares to Aditya Khemka, Bonus issue in the 82,000,000 1.00 N.A. N.A. 102,500,000 102,500,000

101
 Number of Face value Issue price Cumulative Cumulative paid-
Date of Name(s) of allottees and details of equity shares Nature of Form of
equity shares per equity per equity number of equity up equity share
allotment allotted per equity share allotment consideration
allotted share (₹) share (₹) shares capital (in ₹)
15,775,400 Equity Shares to Hari Shanker Khemka, ratio of 4:1
15,580,000 Equity Shares to Rishi Khemka, 740,320
Equity Shares to Ananmay Khemka, 624,280 Equity
Shares to Hari Shanker Khemka (HUF), 371,200
Equity Shares to Shradha Khemka and 16,840
Equity Shares to Aditya Khemka (HUF)
September 18, 7,305,805 Equity Shares to Dixon Technologies Preferential 7,305,805 1.00 340.32 Other than 109,805,805 109,805,805
2024 (India) Limited allotment on a cash
private placement
basis, pursuant to
share subscription
and purchase
agreement dated
July 8, 2024,
amongst our
Company, Dixon
Technologies
(India) Limited and
AIL Dixon

Remainder of the page is intentionally left blank

102
2. Preference shares

Our Company does not have any outstanding preference shares as on the date of filing of this Draft Red
Herring Prospectus.

The issuance of equity shares since incorporation until the date of this Draft Red Herring Prospectus, by our
Company had been undertaken in accordance with the provisions of the Companies Act, to the extent
applicable.

3. Equity shares issued for consideration other than cash or out of revaluation reserves or by way of a
bonus issue

Our Company has not issued any Equity Shares out of its revaluation reserves. Except as set forth below,
our Company has not issued any Equity Shares for consideration other than cash or as a bonus issue:

Benefits
Number of Issue price
Date of Nature of Face value accrued to
Details of allottees Equity per Equity
allotment allotment (₹) our
Shares Share (₹)
Company
June 17, Bonus issue in the 48,891,960 Equity Shares to 82,000,000 1.00 N.A. Nil
2024 ratio of 4:1 Aditya Khemka, 15,775,400
Equity Shares to Hari Shanker
Khemka, 15,580,000 Equity
Shares to Rishi Khemka,
740,320 Equity Shares to
Ananmay Khemka, 624,280
Equity Shares to Hari Shanker
Khemka HUF, 371,200 Equity
Shares to Shradha Khemka and
16,840 Equity Shares to Aditya
Khemka HUF.
September Preferential 7,305,805 Equity Shares to 7,305,805 1.00 340.32 Acquisition
18, 2024 allotment on a Dixon Technologies (India) of the
private placement Limited remaining
basis, pursuant to 50% equity
share subscription shares of
and purchase AIL Dixon
agreement dated from Dixon
July 8, 2024, Technologi
amongst our es (India)
Company, Dixon Limited
Technologies
(India) Limited and
AIL Dixon

4. Equity Shares allotted in terms of any schemes of arrangement

As on date of this Draft Red Herring Prospectus, our Company has not allotted any Equity Shares in terms
of any scheme approved under Sections 391 - 394 of the Companies Act, 1956 or Sections 230 - 234 of the
Companies Act, 2013, as applicable.

5. Issue of shares at a price lower than the Offer Price in the last year

The Offer Price shall be determined by our Company, in consultation with the BRLMs, in accordance with
the SEBI ICDR Regulations, after the Bid / Offer Closing Date.

103
 Except as disclosed below, our Company has not issued any Equity Shares at a price which may be lower
than the Offer Price, during a period of one year preceding the date of this Draft Red Herring Prospectus:

Face Issue
value price Nature
Number of
Date of Reason or nature per per of
Name(s) of allottee(s) Equity
allotment of allotment Equity Equity conside
Shares
Share Share ration
(₹) (₹)
June 17, 2024 48,891,960 Equity Shares Bonus issue in the 82,000,000 1.00 N.A. N.A.
to Aditya Khemka, ratio of 4:1
15,775,400 Equity Shares
to Hari Shanker Khemka,
15,580,000 Equity Shares
to Rishi Khemka, 740,320
Equity Shares to Ananmay
Khemka, 624,280 Equity
Shares to Hari Shanker
Khemka HUF, 371,200
Equity Shares to Shradha
Khemka and 16,840 Equity
Shares to Aditya Khemka
HUF
September 7,305,805 Equity Shares to Preferential 7,305,805 1.00 340.32 Other
18, 2024 Dixon Technologies allotment on a than
(India) Limited private placement cash
basis, pursuant to
share subscription
and purchase
agreement dated
July 8, 2024,
amongst our
Company, Dixon
Technologies
(India) Limited
and AIL Dixon

6. Details of Equity Shares granted under employee stock option schemes

Except as disclosed below in “Employee stock option scheme” on page 112, our Company has not granted
any Equity Shares pursuant to the ESOP Scheme, 2024.

7. Details of Shareholding of our Promoters and members of the Promoter Group in the Company

(i) Equity shareholding of the Promoters

As on the date of this Draft Red Herring Prospectus, our Promoters collectively hold 81,759,600 Equity
Shares of face value of ₹1 each, equivalent to 74.46% of the issued, subscribed and paid-up Equity Share
capital of our Company, as set forth in the table below:

Pre-Offer Equity Share capital Post-Offer Equity Share capital*

Number of Percentage of Percentage of
S. No. Name of the Shareholder Equity Shares of total Number of total
face value of ₹1 shareholding Equity Shares shareholding
each (%) (%)
1. Hari Shanker Khemka^ 19,719,250 17.96 [●] [●]
2. Aditya Khemka^ 61,114,950 55.66 [●] [●]
3. Ananmay Khemka 925,400 0.84 [●] [●]
Total 81,759,600 74.46 [●] [●]
*
Subject to finalisation of Basis of Allotment.
^
Prior to the filing of the Red Herring Prospectus with the RoC, our individual Promoters, Hari Shanker Khemka and Aditya Khemka,
will transfer 19,719,150 Equity Shares of face value of ₹1 each to Hari Khemka Business Family Trust and transfer 100 Equity Shares
of face value of ₹1each to Aditya Khemka Business Family Trust, respectively.

104
(ii) All Equity Shares held by our Promoters are in dematerialized form as on the date of this Draft Red Herring
Prospectus.

(iii) Build-up of the Promoters’ shareholding in our Company

The build-up of the Equity Shareholding of our Promoters since the incorporation of our Company is set
forth in the table below:

Issue
Face Price / Percentage Percentage
Date of Allotment
Number of value per Transfer of pre-Offer of post-Offer
/ Transfer / Nature of transaction
equity shares equity Price per equity share equity share
Transmission
share (₹) equity capital (%) capital (%)
share (₹)
(A) Hari Shanker Khemka
March 27, 1995 Initial subscription to the 10 10.00 10.00 Negligible [●]
MOA
March 30, 1998 Further issue 940 10.00 10.00 0.01 [●]
January 24, 2001 Further issue 20,000 10.00 10.00 0.18 [●]
March 31, 2007 Rights issue 20,576 10.00 10.00 0.19 [●]
November 30, 2009 10,618 equity shares from 11,337 10.00 10.00 0.10 [●]
Parmanand Khemka and
719 equity shares from
Aditya Khemka
December 14, 2009 Preferential allotment 200,000 10.00 10.00 1.82 [●]
August 29, 2013 Transfer of 97,120 equity 125,000 10.00 10.00 1.14 [●]
shares from Anand
Kumar Khemka HUF and
27,880 equity shares from
Anand Kumar Khemka
July 28, 2014 Transfer from Surendra 375,000 10.00 10.00 3.42 [●]
Kumar Khemka
December 18, 2014 Transfer of 163,807 875,000 10.00 10.00 7.97 [●]
equity shares from Prabha
Khemka, 135,630 equity
shares from Govind
Kumar Khemka HUF,
75,563 equity shares from
Govind Kumar Khemka,
250,000 equity shares
from Gaurav Khemka and
250,000 equity shares
from Raghav Khemka
August 28, 2015 Transfer to Rishi Khemka (375,000) 10.00 10.00 (3.42) [●]
Transfer to Adtiya (375,000) 10.00 10.00 (3.42) [●]
Khemka
January 15, 2020* Transmission from 103,104 10.00 N.A. 0.94 [●]
Urmila Khemka
January 21, 2020 Gift to Ananmay Khemka (10) 10.00 N.A. Negligible [●]
March 1, 2023 Buy-back (176,572) 10.00 1,443.00 (1.61) [●]
March 24, 2023 Gift to Aditya Khemka (410,000) 10.00 N.A. (3.73) [●]
Equity shares of our Company of face value of ₹10 each was sub-divided to 10 Equity Shares of face value of ₹1
each, pursuant to the resolution passed by our Shareholders on June 17, 2024.
June 17, 2024 Bonus issue in the ratio of 15,775,400 1.00 N.A. 14.37
[●]
4:1
Sub-total (A) 19,719,250 17.96 [●]
(B) Aditya Khemka
March 27, 1995 Initial subscription to the 10 10.00 10.00 Negligible [●]
MOA
March 30, 1998 Further issue 90 10.00 10.00 Negligible [●]
January 24, 2001 Further issue 85,000 10.00 10.00 0.77 [●]
November 28, 2006 Transfer from Aditya 25,000 10.00 10.00 0.23 [●]
Infosolutions Private
Limited
March 31, 2007 Rights issue 10,288 10.00 10.00 0.09 [●]

105
 Issue
Face Price / Percentage Percentage
Date of Allotment
Number of value per Transfer of pre-Offer of post-Offer
/ Transfer / Nature of transaction
equity shares equity Price per equity share equity share
Transmission
share (₹) equity capital (%) capital (%)
share (₹)
November 15, 2008 Transfer from Pooja 8,500 10.00 10.00 0.08 [●]
Khemka
March 31, 2009 Preferential allotment 110,000 10.00 10.00 1.00 [●]
November 30, 2009 Transfer to Hari Shanker (719) 10.00 10.00 (0.01) [●]
Khemka
August 29, 2013 Transfer of 22,716 equity 125,000 10.00 10.00 1.14 [●]
shares from Aruna
Khemka and 102,284
equity shares from Anand
Kumar Khemka
August 28, 2015 Transfer from Hari 375,000 10.00 10.00 3.42 [●]
Shanker Khemka
March 1, 2023 Buy-back (132,870) 10.00 1,443.00 (1.21) [●]
March 24, 2023 Gift of 410,000 equity 617,000 10.00 N.A. 5.62 [●]
shares from Hari Shanker
Khemka and 207,000
equity shares from Rishi
Khemka
Equity shares of our Company of face value of ₹10 each was sub-divided to 10 Equity Shares of face value of ₹1
each, pursuant to the resolution passed by our Shareholders on June 17, 2024
June 17, 2024 Bonus issue in the ratio of 48,891,960 1.00 N.A. 44.53 [●]
4:1
Sub-total (B) 61,114,950 55.66 [●]
(C) Ananmay Khemka
January 21, 2020 Gift from Hari Shanker 10 10.00 N.A. Negligible [●]
Khemka
March 1, 2023 Buy-back (2) 10.00 1,443.00 Negligible [●]
March 24, 2023 Gift from Rishi Khemka 18,500 10.00 N.A. 0.17
Equity shares of our Company of face value of ₹10 each was sub-divided to 10 Equity Shares of face value of ₹1
each, pursuant to the resolution passed by our Shareholders on June 17, 2024
June 17, 2024 Bonus issue in the ratio of 740,320 1.00 N.A. 0.67 [●]
4:1
Sub-total (C) 925,400 0.84 [●]
Grand Total (A)+(B)+(C) 81,759,600 74.46 [●]
*
Urmila Khemka (wife of Hari Shanker Khemka) passed away in Fiscal 2020. A formal request to the registrar and transfer agent for
transmission of the equity shares of Lt. Urmilla Khemka in favour of her nominee, Hari Shanker Khemka was made on January 22,
2020, however the registrar and transfer agent confirmed the credit of the equity shares to Hari Shanker Khemka only on September
14, 2020.
Note: Our Company has been unable to trace the share transfer forms in relation to transfers made prior to or during 2013. Accordingly,
reliance has been placed on the Company’s annual returns, the register of members, the register of transfers and board resolutions
noting the transfers, where available. For further details, see “Risk Factors – Internal risks relating to legal and regulatory factors –
We are unable to trace some of our historical records including forms filed with the Registrar of Companies” on page 46.

(iv) All the Equity Shares held by our Promoters were fully paid-up on the respective dates of allotment or
acquisition, as applicable, of such Equity Shares.

(v) As on the date of this Draft Red Herring Prospectus, none of the Equity Shares held by our Promoters are
pledged.

(vi) Equity shareholding of the members of the Promoter Group

As on the date of this Draft Red Herring Prospectus, the members of our Promoter Group (other than our
Promoters) collectively hold 15,982,149 Equity Shares of face value of ₹1 each, equivalent to 14.55% of the
issued, subscribed and paid-up Equity Share capital of our Company, as set forth in the table below:

106
 Pre-Offer Equity Share Capital Post-Offer Equity Share Capital^
Number of Percentage of Number of Percentage of
S. No. Name of the Shareholder* Equity Shares of total Equity Shares of total
face value of ₹1 shareholding face value of ₹1 shareholding
each (%) each (%)
1. Rishi Khemka# 14,716,749 13.40 [●] [●]
2. Hari Shankar Khemka 7,80,350 0.71 [●] [●]
(HUF)
3. Shradha Khemka 4,64,000 0.42 [●] [●]
4. Aditya Khemka (HUF) 21,050 0.02 [●] [●]
Total 15,982,149 14.55 [●] [●]
*
Also Promoter Group Selling Shareholders.
#
Prior to the filing of the Red Herring Prospectus with the RoC, one of the members of the promoter group, Rishi Khemka, will transfer
100 Equity Shares of face value of ₹1 each to ARK Business Prosperity Trust.
^
Subject to finalisation of Basis of Allotment.

(vii) Except as disclosed in – “Build-up of the Promoters’ shareholding in our Company” on page 105 and except
as disclosed below, there has been no acquisition of securities through secondary transactions by the
members of the Promoter Group (apart from our Promoters) and the Selling Shareholders, as on the date of
this Draft Red Herring Prospectus:

Date of Number of Transfer

Face value
Allotment / equity price per
Name of transferor Name of transferee per equity
Transfer / shares equity share
share (₹)
Transmission transferred (₹)
Rishi Khemka*
November 28, Transfer from Aditya Rishi Khemka 25,000 10.00 10.00
2006 Infosolutions Private
Limited
November 15, Transfer from Pooja Rishi Khemka 8,475 10.00 10.00
2008 Khemka
August 29, 2013 Transfer of 117,284 equity Rishi Khemka 125,000 10.00 10.00
shares from Aruna Khemka
and 7,716 from
Vikramditya Khemka
August 28, 2015 Transfer from Hari Shanker Rishi Khemka 375,000 10.00 10.00
Khemka
Aditya Infosolutions Private Limited
October 25, 2004 Anand Kumar Khemka Aditya Infosolutions 100,000 10.00 10.00
(HUF) Private Limited
Surendra Kumar Khemka (HUF)
November 28, Aditya Infosolutions Private Surendra Kumar Khemka 50,000 10.00 10.00
2006 Limited HUF
Anand Kumar Khemka
November 28, Aditya Infosolutions Private Anand Kumar Khemka 50,000 10.00 10.00
2006 Limited
Surendra Kumar Khemka
November 30, Surendra Kumar Khemka Surendra Kumar Khemka 50,000 10.00 10.00
2009 (HUF)
Aditya Infosolutions Private Surendra Kumar Khemka 45,000 10.00 10.00
Limited
Parmanand Khemka (HUF) Surendra Kumar Khemka 14,403 10.00 10.00
Parmanand Khemka Surendra Kumar Khemka 6,357 10.00 10.00
July 20, 2014 Surendra Kumar Khemka Surendra Kumar Khemka 14,403 10.00 10.00
(HUF)
Indu Khemka Surendra Kumar Khemka 121,816 10.00 10.00
Raghav Khemka
November 30, Aditya Infosolutions Private Raghav Khemka 200,000 10.00 10.00
2009 Limited
*
Also a Promoter Group Selling Shareholder.
Note: Our Company has been unable to trace the share transfer forms in relation to transfers made prior to or during 2013. Accordingly,
reliance has been placed on the Company’s annual returns, the register of members, the register of transfers and board resolutions
noting the transfers, where available. For further details, see “Risk Factors – Internal risks relating to legal and regulatory factors –
We are unable to trace some of our historical records including forms filed with the Registrar of Companies” on page 46.

107
(viii) None of the members of the Promoter Group, the Promoters, the Directors of our Company, nor any of their
respective relatives have purchased or sold any securities of our Company during the period of six months
immediately preceding the date of this Draft Red Herring Prospectus.

(ix) There have been no financing arrangements whereby the members of the Promoter Group, our Directors, or
their relatives have financed the purchase by any other person of securities of our Company during a period
of six months immediately preceding the date of this Draft Red Herring Prospectus.

(x) Details of minimum Promoters’ contribution locked in for 18 months or any other period as may be
prescribed under applicable law

Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted
post-Offer Equity Share capital of our Company held by our Promoters shall be considered as minimum
promoters’ contribution and locked-in for a period of 18 months or any other period as may be prescribed
under applicable law, from the date of Allotment (“Promoter’s Contribution”). Our Promoters’
shareholding in excess of 20% shall be locked in for a period of six months from the date of the Allotment.
As on the date of this Draft Red Herring Prospectus, our Promoters hold 81,759,600 Equity Shares of face
value of ₹1 each, constituting 74.46% of our Company’s issued, subscribed and paid-up Equity Share capital,
of which [●] Equity Shares of face value of ₹1 each, are eligible for Promoters’ Contribution.

Our Promoters have given consent, to include such number of Equity Shares held by them, in aggregate, as
may constitute 20% of the fully diluted post-Offer Equity Share capital of our Company as Promoter’s
Contribution. Our Promoters have agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber
in any manner the Promoters’ Contribution from the date of this Draft Red Herring Prospectus, until the
expiry of the lock-in period specified above, or for such other time as required under SEBI ICDR
Regulations, except as may be permitted, in accordance with the SEBI ICDR Regulations.

The details of Equity Shares held by our Promoters, which will be locked-in for minimum Promoters’
Contribution for a period of 18 months, from the date of Allotment as Promoters’ Contribution are as
provided below:

Number Date up
Percentage
of Equity Face to which
Issue/ of the
Shares of value the
Name of Date of Acquisition post-Offer
face per Nature of Equity
the allotment/ price per paid-up
value of Equity allotment Shares
Promoter transfer# Equity Share Equity
₹1 each Share are
(₹) Share
locked- (₹) subject
capital
in** to lock-in
[●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●] [●] [●] [●] [●] [●]
Note: To be updated at the Prospectus stage.
#
Equity Shares were fully paid-up on the date of allotment / acquisition.
**
Subject to finalisation of Basis of Allotment.

(xi) The Equity Shares that are being locked-in are not and will not be ineligible for computation of Promoters’
Contribution under Regulation 15 of the SEBI ICDR Regulations. In particular, these Equity Shares do not
and shall not consist of:

(i) Equity Shares acquired during the three years preceding the date of this Draft Red Herring
Prospectus (i) for consideration other than cash and revaluation of assets or capitalisation of
intangible assets, or (ii) as a result of bonus shares issued by utilisation of revaluation reserves or
unrealised profits of our Company or from bonus issue against Equity Shares which are otherwise
in-eligible for computation of Promoters’ Contribution;

(ii) Equity Shares acquired during the one year preceding the date of this Draft Red Herring Prospectus,
at a price lower than the price at which the Equity Shares are being offered to the public in the Offer;

(iii) Equity Shares held by the Promoters that are subject to any pledge or any other form of encumbrance.

108
 Further, our Company has not been formed by the conversion of a partnership firm or a limited liability
partnership firm into a company in the preceding one year and hence, no Equity Shares have been issued in
the one year immediately preceding the date of this Draft Red Herring Prospectus pursuant to conversion
from a partnership firm or a limited liability partnership firm.

(xii) Details of share capital locked-in for six months or any other period as may be prescribed under applicable
law

In terms of Regulation 17 of the SEBI ICDR Regulations, the entire pre-Offer equity share capital of our
Company held by persons other than our Promoters will be locked-in for a period of six months from the
date of Allotment or any other period as may be prescribed under applicable law, except for (i) the Promoters’
Contribution which shall be locked in for a period of 18 months as detailed above; and (ii) the Equity Shares
offered pursuant to the Offer for Sale; (iii) any Equity Shares transferred to and held by employees (whether
currently employees or not) of our Company in accordance with ESOP Scheme, 2024; and (iii) any Equity
Shares held by a VCF or Category I AIF or Category II AIF or FVCI (as defined under the SEBI (Foreign
Venture Capital Investor) Regulations, 2009), as applicable, provided that (a) such Equity Shares shall be
locked in for a period of at least six months prescribed under the SEBI ICDR Regulations from the date of
purchase by such shareholders and (b) such VCF or AIF of category I or category II or a FVCI holds,
individually or with persons acting in concert, less than 20% of pre-Offer Equity Share capital of the
Company (on a fully diluted basis).

As on the date of this Draft Red Herring Prospectus, none of our Equity Shares are held by any VCF or
Category I AIF or Category II AIF or FVCI. As required under Regulation 20 of the SEBI ICDR Regulations,
our Company shall ensure that the details of the Equity Shares locked-in are recorded by the relevant
Depository.

In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters which are
locked-in, may be transferred to Promoters or members of the Promoter Group or to any new Promoters,
subject to continuation of lock-in in the hands of the transferees for the remaining period and compliance
with provisions of the SEBI Takeover Regulations, as applicable and such transferee shall not be eligible to
transfer them till the lock-in period stipulated in SEBI ICDR Regulations has expired. The Equity Shares
held by persons other than our Promoters and locked-in for a period of one year from the date of Allotment
in the Offer or any other period as may be prescribed under applicable law, may be transferred to any other
person holding Equity Shares which are locked -in, subject to the continuation of the lock-in the hands of
the transferee for the remaining period and compliance with the provisions of the SEBI Takeover
Regulations.

In terms of Regulation 21 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters which
are locked-in as per Regulation 16 of the SEBI ICDR Regulations, may be pledged only with scheduled
commercial banks or public financial institutions or NBFC-SI or housing finance companies, subject to the
following:

(i) with respect to the Equity Shares locked-in for one year from the date of Allotment, such pledge of the
Equity Shares must be one of the terms of the sanction of the loan; and

(ii) with respect to the Equity Shares locked-in as minimum promoters’ contribution for 18 months from
the date of Allotment, the loan must have been granted to our Company for the purpose of financing
one or more of the objects of the Offer, and the pledge of such Equity Shares must be one of the terms
of the sanction of the loan.

(xiii) Lock-in of Equity Shares Allotted to Anchor Investors

50% of the Equity Shares Allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in
for a period 90 days from the date of Allotment and the remaining 50% shall be locked-in for a period of 30
days from the date of Allotment.

109
8. Shareholding Pattern of our Company

The table below presents the shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus:

Numb Number of
er of Shareholdi Equity
Shareho Number of
Equit ng as a % Shares
lding as Number of Voting Rights held in each Locked in
y assuming pledged or
a % of class of securities Equity
Share full otherwise
total (IX) Shares
Numb Numb s conversion encumbere
number (XII)
Nu er of er of Under of d
of Number of
mbe Partly shares Total number lying convertible (XIII)
Category Number of shares Equity
r of paid- under of Equity Number of voting rights Outst securities
Catego of fully paid up (calcula Shares held
Sha up lying Shares held andin (as a As a
ry Sharehold Equity ted as As a in
reho Equit Depos (VII) g percentage %
(I) er Shares held per % of dematerialize
lder y itory =(IV)+(V)+ conve of diluted of
(II) (IV) SCRR, Total total d form
s Share Recei (VI) Clas rtible Equity total
1957) as a Nu Equit Num (XIV)
(III) s held pts Class e.g.: s securi Share Equ
As a % % of mbe y ber
(V) (VI) Equity e.g.: Total ties capital) ity
of (A+B r (a) Shar (a)
Shares Oth (inclu (XI)= Sha
(A+B+C + C) es
ers ding (VII)+(X) res
2) held
Warr As a % of held
(VIII) (b)
ants) (A+B+C2) (b)
(X)
(A) Promoter 7 97,741,749 - - 97,741,749 89.01 97,741,749 - 97,741,749 89.01 - 89.01 - - - - 97,741,749
and
Promoter
Group
(B) Public 2 12,064,056 - - 12,064,056 10.99 12,064,056 - 12,064,056 10.99 - 10.99 - - - - 12,064,056
(C) Non - - - - - - - - - - - - - - - - -
Promoter-
Non Public
(C)(1) Shares - - - - - - - - - - - - - - - - -
underlying
DRs
(C)(2) Shares held - - - - - - - - - - - - - - - - -
by
Employee
Trusts
Total 9 109,805,805 - - 109,805,805 100 109,805,805 - 109,805,805 100 - 100 - - - - 109,805,805
(A)+(B)+(
C)

110
9. As on the date of this Draft Red Herring Prospectus, our Company has nine Equity Shareholders.

10. Shareholding of our Directors, Key Managerial Personnel and Senior Management in our Company

Except as stated below, none of our Directors, Key Managerial Personnel or Senior Management hold any Equity
Shares.

Number of Equity Shares of face Percentage of pre-Offer Equity

S. No. Name
value of ₹1 each Share capital (%)
1. Aditya Khemka* 61,114,950 55.66
2. Hari Shanker Khemka* 19,719,250 17.96
3. Ananmay Khemka 925,400 0.84
Total 81,759,600 74.46
*
Prior to the filing of the Red Herring Prospectus with the RoC, our Directors and also Key Managerial Personnel, Hari Shanker Khemka
and Aditya Khemka, will transfer 19,719,150 Equity Shares of face value of ₹1 each to Hari Khemka Business Family Trust and transfer
100 Equity Shares of face value of ₹1each to Aditya Khemka Business Family Trust, respectively.

11. Major shareholders

The list of our major Shareholders and the number of Equity Shares held by them is provided below:

a) The details of our Shareholders holding 1% or more of the paid-up Equity Share capital of our Company,
as on the date of filing this Draft Red Herring Prospectus are set forth below:

Number of Equity Shares of Percentage of the pre-Offer

S. No. Name of the Shareholder
face value of ₹1 each held Equity Share capital (%)
1. Aditya Khemka* 61,114,950 55.66
2. Hari Shanker Khemka* 19,719,250 17.96
3. Rishi Khemka* 14,716,749 13.40
4. Dixon Technologies (India) Limited 7,305,805 6.65
5. Ruchi Khemka 4,758,251 4.33
Total 107,615,005 98.00
*
Prior to the filing of the Red Herring Prospectus with the RoC, (i) our individual Promoters, Hari Shanker Khemka and Aditya
Khemka, will transfer 19,719,150 Equity Shares of face value of ₹1 each to Hari Khemka Business Family Trust and transfer 100
Equity Shares of face value of ₹1each to Aditya Khemka Business Family Trust, respectively; and (ii) one of the members of the
promoter group, Rishi Khemka, will transfer 100 Equity Shares of face value of ₹1 each to ARK Business Prosperity Trust.

b) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our Company,
as of 10 days prior to the date of this Draft Red Herring Prospectus are set forth below:

Number of Equity Shares of Percentage of the pre-Offer

S. No. Name of the Shareholder
face value of ₹1 each held Equity Share capital (%)
1. Aditya Khemka 61,114,950 55.66
2. Hari Shanker Khemka 19,719,250 17.96
3. Rishi Khemka 19,475,000 17.74
4. Dixon Technologies (India) Limited 7,305,805 6.65
Total 107,615,005 98.01

c) The details of our Shareholders who held 1% or more of the paid-up equity share capital of our Company,
as of the date one year prior to the date of this Draft Red Herring Prospectus are set forth below:

Number of equity shares of Percentage of the equity

S. No. Name of the Shareholder
face value of ₹10 each held share capital (%)
1. Aditya Khemka 1,222,299 59.62
2. Hari Shanker Khemka 394,385 19.24
3. Rishi Khemka 389,500 19.00
Total 2,006,184 97.86

111
 d) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our Company,
as of the date two years prior to the date of this Draft Red Herring Prospectus are set forth below:

Number of equity shares of Percentage of the equity

S. No. Name of the Shareholder
face value of ₹10 each held share capital (%)
1. Hari Shanker Khemka 980,957 39.24
2. Aditya Khemka 738,169 29.53
3. Rishi Khemka 750,000 30.00
Total 2,469,126 98.77

12. Except for the Allotment of Equity Shares pursuant to the (i) Fresh Issue; (ii) exercise of employee stock options
under ESOP Scheme, 2024; and (iii) Pre-IPO Placement, there will be no further issuance of specified securities
whether by way of public issue, rights issue, preferential issue, qualified institutions placement, bonus issue or
in any other manner during the period commencing from the date of filing of this Draft Red Herring Prospectus
with SEBI, until the listing of the Equity Shares on the Stock Exchanges or the refund of application monies, as
the case may be.

13. Except for the Allotment of Equity Shares pursuant to the (i) Fresh Issue; (ii) the exercise of employee stock
options under ESOP Scheme, 2024; and (iii) Pre-IPO Placement, there is no proposal or intention or negotiations
or consideration by our Company to alter our capital structure by way of split or consolidation of the
denomination of the shares or issue of specified securities on a preferential basis or issue of bonus or rights issue
or further public offer of specified securities within a period of six months from the Bid / Offer Opening Date.

14. Employee stock option scheme

As on the date of this Draft Red Herring Prospectus, except as mentioned below, our Company does not have
any active employee stock option scheme.

Aditya Infotech Employee Stock Option Plan 2024 (“ESOP Scheme, 2024”)

Our Company adopted the ESOP Scheme, 2024, pursuant to resolutions passed by our Board on June 12, 2024
and by our Shareholders on June 17, 2024. The objective of the ESOP Scheme, 2024 are among others, to attract
and retain employees with employee stock options as a compensation tool. Through the ESOP Scheme, 2024,
our Company intends to align the interests of those employees who have contributed or are expected to contribute
to the growth and development of our Company. The Shareholders, through their resolution dated June 17, 2024,
have approved a maximum of 3,170,100 Equity Shares of face value of ₹1 each, under the ESOP Scheme, 2024.
As on the date of this Draft Red Herring Prospectus, 2,591,200 options have been granted by our Company under
the ESOP Scheme, 2024.

The ESOP Scheme, 2024 has been instituted in compliance with the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

In terms of the ESOP Scheme, 2024, minimum vesting period is one year, and maximum vesting period is four
years from the date of grant of options. Subject to certain conditions, the employee can exercise the vested options
within the exercise period, which shall commence from the date of vesting and can extend till the end of eight
years from the date of grant of options.

The following table sets forth the particulars of the ESOP Scheme, 2024, including options granted as on the
date of this Draft Red Herring Prospectus:

Particulars From April 1, 2024 to the date of this DRHP

Options granted 2,591,200
Number of employees to whom options were granted 176
Options outstanding 2,591,200
Exercise price of options ₹292.68 per share

112
 Particulars From April 1, 2024 to the date of this DRHP
Vesting period (from the date of grant) One year to four years
Options vested (excluding options that have been Nil
exercised)
Options exercised Nil
Total number of Equity Shares that would arise as a result 2,591,200
of full exercise of options granted (net of cancelled
options)
Options forfeited/lapsed/cancelled Nil
Variation in terms of options Nil
Money realised by exercise of options Nil
Total number of options in force 2,591,200
Employee wise details of options granted to
(i) Key management personnel
a) Yogesh Chand Sharma 256,250
b) Roshni Tandon 13,650
(ii) Senior management personnel
a) Sanjay Gogia 512,500
b) Anup Nair 307,500
c) Monika Sharma 256,250
(ii) Any other employee who received a grant in any No employee has received grant in any one year of options
one year of options amounting to 5% or more of amounting to 5% or more of the options granted during the
the options granted during the year year
(iii) Identified employees who are granted options, No employee has been granted options during any one year
during any one year equal to or exceeding 1% of equal to or exceeding 1% of the issued capital of the
the issued capital (excluding outstanding Company
warrants and conversions) of our Company at
the time of grant
Fully diluted EPS on a pre-Offer basis on exercise of Not available
options calculated in accordance with the applicable
accounting standard ‘Earning Per Share’ (As no financial statements are available for the period of
post March 31, 2024)
Lock-in None
Difference between employee compensation cost N.A.
calculated using the intrinsic value of stock options and the
employee compensation cost that shall have been
recognised if our Company had used fair value of options
and impact of this difference on profits and EPS of our
Company for the last three fiscals
Description of the pricing formula and the method and The fair value of options granted is estimated using the
significant assumptions used during the year to estimate Black Scholes Option Pricing Model
the fair values of options, including weighted-average
information, namely, risk-free interest rate, expected life,
expected volatility, expected dividends and the price of the
underlying share in market at the time of grant of the option
Impact on profits and EPS of the last three years if our N.A.
Company had followed the accounting policies specified
in Regulation 15 of the SEBI ESOP Regulations in respect
of options granted in the last three years
Intention of the holders of Equity Shares allotted on N.A.
exercise of options granted to sell their shares within three
months after the date of listing of Equity Shares pursuant No equity shares have been allotted under the ESOP
to the Offer Scheme, 2024
Intention to sell Equity Shares arising out of the ESOP N.A.
Scheme, 2024 within three months after the listing of
Equity Shares by directors, senior management personnel There is no employee having Equity Shares arising out of
and employees having Equity Shares arising out of the Company’s ESOP Scheme, 2024 amounting to more than
ESOP Scheme, 2024, amounting to more than 1% of the 1% of the issued capital
issued capital (excluding outstanding warrants and
conversions)

113
 Our Company confirms that no allotments pursuant to exercise of options under ESOP Scheme, 2024 is made to
the employees of our Company. Further all grant of options under ESOP Scheme, 2024 is in compliance with
the Companies Act, 2013.

15. No person connected with the Offer, including, but not limited to, our Company, the Selling Shareholders, the
members of the Syndicate, our Promoters, the members of our Promoter Group or our Directors, shall offer any
incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any
Bidder for making a Bid, except for fees or commission for services rendered in relation to the Offer.

16. Except for Aditya Khemka, Ananmay Khemka, Rishi Khemka, Hari Shankar Khemka (HUF), Shradha Khemka
and Aditya Khemka (HUF), who are offering Equity Shares in the Offer for Sale, none of our other Promoters
or members of our Promoter Group will participate in the Offer.

17. The BRLMs and persons related to the BRLMs or Syndicate Members cannot apply in the Offer under the
Anchor Investor Portion, except for Mutual Funds sponsored by entities which are associates of the BRLMs, or
insurance companies promoted by entities which are associates of the BRLMs or AIFs sponsored by entities
which are associates of the BRLMs, a FPI (other than individuals, corporate bodies and family offices) which
are associates of the BRLMs or pension funds sponsor by entities which are associates of the BRLMs.

18. Except for the options granted pursuant to the ESOP Scheme, 2024, there are no outstanding warrants, options
or rights to convert debentures, loans or other instruments into, or which would entitle any person any option to
receive Equity Shares of our Company, as on the date of this Draft Red Herring Prospectus.

19. All transactions in Equity Shares by our Promoters and members of our Promoter Group between the date of
filing of this Draft Red Herring Prospectus and the date of closing of the Offer shall be reported to the Stock
Exchanges within 24 hours of such transactions.

20. The Promoters and members of our Promoter Group will not receive any proceeds from the Offer, except to the
extent of their participation in the Offer for Sale.

21. At any given time, there shall be only one denomination of the Equity Shares of our Company, unless otherwise
permitted by law.

22. Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time
to time.

23. The Employee Reservation Portion shall not exceed 5% of our post-Offer paid-up Equity Share capital. In the
event of under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion will be
available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of
₹0.20 million (net of Employee Discount), subject to the maximum value of Allotment made to such Eligible
Employee not exceeding ₹0.50 million (net of Employee Discount). The unsubscribed portion, if any, in the
Employee Reservation Portion (after allocation of up to ₹0.50 million), shall be added to the Net Offer.

24. Our Company, the Selling Shareholders, the Promoters, the Directors and the BRLMs have not entered into buy-
back arrangements and/or any other similar arrangements for the purchase of Equity Shares from any person.

25. All Equity Shares issued or transferred pursuant to the Offer shall be fully paid-up at the time of Allotment and
there are no partly paid-up Equity Shares as on the date of this Draft Red Herring Prospectus.

26. As on the date of this Draft Red Herring Prospectus, none of the BRLMs or their respective associates
(determined as per the definition of ‘associate company’ under the Companies Act, 2013 and as per definition of
the term ‘associate’ under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992)
hold any Equity Shares of our Company. The BRLMs and their affiliates may engage in the transactions with
and perform services for our Company in the ordinary course of business or may in the future engage in

114
commercial banking and investment banking transactions with our Company for which they may in the future
receive customary compensation.

115
 OBJECTS OF THE OFFER

The Offer comprises of a Fresh Issue of up to [●] Equity Shares of face value of ₹1 each, aggregating up to ₹5,000.00
million by our Company and an Offer for Sale of up to [●] Equity Shares of face value of ₹1 each by the Selling
Shareholders, aggregating up to ₹8,000.00 million, subject to finalization of Basis of Allotment. For details, see
“Summary of the Offer Document” and “The Offer” on pages 27 and 84, respectively.

Offer for Sale

Each of the Selling Shareholders has, severally and not jointly, consented and/or authorised for inclusion of their
portion of the Offered Shares as part of the Offer for Sale, as set out below:

Aggregate amount of Offer Date of Selling Shareholders’

Name Type
for Sale consent letter
Aditya Khemka Promoter Up to ₹5,240.04 million September 27, 2024
Ananmay Khemka Promoter Up to ₹123.16 million September 27, 2024
Rishi Khemka Promoter Group Up to ₹2,000.00 million September 27, 2024
Hari Shankar Khemka (HUF) Promoter Group Up to ₹426.40 million September 27, 2024
Shradha Khemka Promoter Group Up to ₹198.90 million September 27, 2024
Aditya Khemka (HUF) Promoter Group Up to ₹11.50 million September 27, 2024

Each of the Selling Shareholders will be entitled to its respective portion of the proceeds of the Offer for Sale after
deducting agreed proportion of the Offer expenses and relevant taxes thereon. Our Company will not receive any
proceeds from the Offer for Sale by the Selling Shareholders and the proceeds from the Offer for Sale will not form
part of the Net Proceeds. For further details, see “– Offer expenses” on page 121.

Fresh Issue

Our Company proposes to utilise the Net Proceeds from the Fresh Issue towards funding the following objects:

1. Prepayment and/or repayment of all or a portion of certain outstanding borrowings availed by our Company; and
2. General corporate purposes.

(Collectively, referred to herein as the “Objects”)

In addition, our Company expects to receive the benefits of listing of Equity Shares on the Stock Exchanges including
enhancing our visibility and our brand image among our existing and potential customers and creating a public market
for our Equity Shares in India.

The main objects and objects incidental and ancillary to the main objects, as set out in our Memorandum of
Association, enable our Company (i) to undertake our existing business activities; and (ii) to undertake the activities
for which funds are being raised by us through the Fresh Issue and are proposed to be funded from the Net Proceeds.
We confirm that the activities which we have been carrying out till date are in accordance with the objects clause of
our Memorandum of Association.

Net Proceeds

After deducting the Offer related expenses from the Gross Proceeds, we estimate the net proceeds of the Fresh Issue
to be ₹[●] million (“Net Proceeds”). The details of the proceeds from the Net Proceeds of the Offer are summarized
in the following table:
(₹ in million)
Particulars Total estimated cost
Gross proceeds from the Fresh Issue* Up to 5,000.00
(Less) Offer related expenses in relation to the Fresh Issue(1)(2) [●]
Net Proceeds (2) [●]
*
Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, aggregating up to ₹1,000.00 million. If the Pre-IPO Placement
is completed, the size of the Fresh Issue will be reduced to the extent of such Pre-IPO Placement, subject to the offer complying with Rule 19(2)(b)

116
of the SCRR.
(1) For details with respect to sharing of fees and expenses amongst our Company and the Selling Shareholders, please refer to “– Offer Expenses”
on page 121.
(2) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.

Utilisation of Net Proceeds

The Net Proceeds are proposed to be utilised in accordance with the details provided in the following table:
(₹ in million)
Particulars Estimated amount^
Prepayment and/or repayment of all or a portion of certain outstanding borrowings availed by 3,750.00
our Company
General corporate purposes (1) [●]
Total(1) [●]
(1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount to be utilised for
general corporate purposes shall not exceed 25% of the gross proceeds from the Fresh Issue.
^
Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, aggregating up to ₹1,000.00 million. If the Pre-IPO Placement
is completed, the size of the Fresh Issue will be reduced to the extent of such Pre-IPO Placement, subject to the offer complying with Rule 19(2)(b)
of the SCRR.

Proposed schedule of implementation and deployment of Net Proceeds

We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of
implementation and deployment of funds as set forth below:
(₹ in million)
Amount which will be Estimated deployment of
Particulars financed from Net Net Proceeds in Fiscal
Proceeds(2) 2026
Prepayment and/or repayment of all or a portion of certain 3,750.00 3,750.00
outstanding borrowings availed by our Company
General corporate purposes(1) [●] [●]
Net Proceeds(1)(2) [●] [●]
(1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised for
general corporate purposes shall not exceed 25% of the Gross Proceeds.
(2) Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, aggregating up to ₹1,000.00 million. If the Pre-IPO
Placement is completed, the size of the Fresh Issue will be reduced to the extent of such Pre-IPO Placement, subject to the offer complying
with Rule 19(2)(b) of the SCRR.

The aforesaid fund requirements, deployment of funds and the intended use of the Net Proceeds as described in this
Draft Red Herring Prospectus are based on our current business plan, management estimates, prevailing market
conditions, current circumstances of our business and other commercial considerations, which are subject to change
and may not be within the control of our management. However, such fund requirements and deployment of funds
have not been appraised by any external agency or any bank or financial institution or any other independent agency.
We may have to revise our funding requirements and deployment, as required, on account of a variety of factors such
as our financial and market condition, our business and growth strategies, competitive landscape, general factors
affecting our results of operations, financial condition and access to capital and other external factors such as changes
in the business environment or regulatory climate and interest or exchange rate fluctuations, which may not be within
the control of our management. This may entail rescheduling or revising the proposed utilisation of the Net Proceeds
and changing the allocation of funds from its planned allocation at the discretion of our management, subject to
compliance with applicable laws. See “Risk Factors – Our 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 our control.” on page 71.

Our Company proposes to deploy the entire Net Proceeds towards the aforementioned objects during Fiscal 2026 In
the event that the estimated utilization of the Net Proceeds in a scheduled fiscal year is not completely met due to the
reasons stated above, such funds shall be utilised in the next fiscal year, as may be determined by our Company, in
accordance with applicable law. In case the actual utilisation towards any of the Objects is lower than the proposed
deployment such balance will be used towards general corporate purposes to the extent that the total amount to be
utilised towards general corporate purposes will not exceed 25% of the Gross Proceeds in accordance with the SEBI
ICDR Regulations.

117
Further, in case of variations in the actual utilisation of funds earmarked for the purposes set forth above, increased
fund requirements for a particular purpose may be financed by surplus funds, if any, available in respect of the other
purposes for which funds are being raised in the Offer. To the extent our Company is unable to utilise any portion of
the Net Proceeds towards the aforementioned Objects, per the estimated scheduled of deployment specified above,
our Company shall deploy the Net Proceeds in subsequent Fiscal towards the aforementioned Objects in accordance
with applicable laws.

Details of the Objects

1. Prepayment and/or repayment of all or a portion of certain outstanding borrowings availed by our Company

Our Company has entered into various financing arrangements from time to time, with various lenders. The financing
arrangements entered into by us include, inter alia, term loans and working capital facilities. As at June 30, 2024, the
total outstanding borrowings of our Company amounted to ₹4,155.50 million. For further details in relation to our
borrowings, see “Financial Indebtedness” on page 391.

Our Company proposes to utilise an estimated amount of up to ₹3,750.00 million from the Net Proceeds towards pre-
payment and/or repayment of all or a portion of certain term loans and working capital facilities availed by our
Company. Given the nature of these borrowings and the terms of prepayment and/or repayment, the aggregate
outstanding amounts under these borrowings may vary from time to time and we may, in accordance with the relevant
repayment schedule, repay or refinance some of the borrowings set out below, prior to Allotment or avail of additional
credit facilities. If at the time of Allotment, any of the below mentioned loans are repaid or refinanced or if any
additional credit facilities are availed or drawn down or further disbursements under the existing facilities are availed
by us, then our Company may utilise the Net Proceeds for prepayment and/or repayment of any such refinanced
facilities or any additional facilities / disbursements obtained by our Company. In light of the above, at the time of
filing the Red Herring Prospectus, the table below shall be suitably updated to reflect the revised amounts or loans as
the case may be which have been availed by our Company. In the event our Board deems appropriate, the amount
allocated for estimated schedule of deployment of Net Proceeds in a particular fiscal may be repaid / pre-paid by our
Company in the subsequent Fiscal.

For the purposes of the Offer, our Company has obtained necessary consent from its lenders, as is respectively required
under the relevant facility documentation for undertaking activities in relation to this Offer and for the deployment of
the Net Proceeds towards the objects set out in this section, to the extent such consent was required.

The selection of borrowings proposed to be prepaid or repaid amongst our borrowing arrangements availed will be
based on various factors, including (i) cost of the borrowing, including applicable interest rates, (ii) any conditions
attached to the borrowings restricting our ability to prepay / repay the borrowings and time taken to fulfil, or obtain
waivers for fulfilment of such conditions, (iii) terms and conditions of consents and waivers, (iv) levy of any
prepayment penalties and the quantum thereof, (v) provisions of any laws, rules and regulations governing such
borrowings, and (vi) other commercial considerations including, among others, the amount of the loan outstanding
and the remaining tenor of the loan. The amounts proposed to be prepaid and/or repaid against each borrowing facility
below is indicative and our Company may utilize the Net Proceeds to prepay and/or repay the facilities disclosed
below in accordance with commercial considerations, including amounts outstanding at the time of prepayment and/or
repayment. For further details, see “Financial Indebtedness” on page 391. Pursuant to the terms of the borrowing
arrangements, prepayment of certain indebtedness may attract prepayment charges as prescribed by the respective
lender. Payment of additional interest, prepayment penalty or premium, if any, and other related costs shall be made
by us out of the internal accruals or out of the Net Proceeds as may be decided by our Company.

Such pre-payment will help reduce the existing borrowings of our Company and assist us in maintaining a favourable
debt-equity ratio and enable utilisation of our internal accruals for further investment in business growth and
expansion.

The following table provides details, as at June 30, 2024, of loans and facilities availed by our Company, out of which
we propose to pre-pay and/or repay in full or in portion of the below mentioned loans and/or facilities, up to an amount
aggregating to ₹3,750.00 million from the Net Proceeds:

118
 Amount
sanctioned Outstandi Interest
Interest rate
Name of Date of Nature of (₹ in ng amount rate
as at June Repaymen Prepayment penalty /
S. No. the letter of borrowin Purpose million as on June nature –
30, 2024 t schedule premium
lender sanction g unless 30, 2024 (₹ fixed or
(% p.a.)
specified in million) variable
otherwise)
1. Tamilnad March 21, Term loan To fund 490.00 329.38 8.25% Variable 48 monthly Prepayment penalty of 3%
Mercantil 2024^ working capital instalments of the outstanding amount at
e Bank requirements – the time of takeover by
Limited guaranteed another bank is to be levid.
emergency
credit line Exemption:
(a) No prepayment charges
shall be levid in case, where
the floating rate loans are
sanctioned individual, term
loan and working capital
facilities are closed by the
borrower from own source
of funds.
2. March 21, Working To fund 2,000.00 1,620.00 8.60% Variable Repayable Prepayment penalty of 2%
2024 capital working capital on demand of the limit or outstanding
demand requirements whichever is higher to be
loan levied at the time of
takeover by another bank.

Exemption:
No prepayment charges
shall be levied in case,
where the floating rate loans
are sanctioned to
individuals, term loans and
working capital facilities are
closed by the borrower from
own source of funds.
3. Yes Bank November 7, Working To fund 1,000.00 900.00 8.25% Variable Repayable Nil
Limited 2023 capital working capital on demand
demand requirements
loan

119
 Amount
sanctioned Outstandi Interest
Interest rate
Name of Date of Nature of (₹ in ng amount rate
as at June Repaymen Prepayment penalty /
S. No. the letter of borrowin Purpose million as on June nature –
30, 2024 t schedule premium
lender sanction g unless 30, 2024 (₹ fixed or
(% p.a.)
specified in million) variable
otherwise)
4. HDFC September Working To fund 1,500.00 945.24 8.50% Variable Repayable In case of credit facilities,
Bank 12, 2023 capital working capital on demand prepayment charges at 2%
Limited demand requirements on the basis of overall credit
loan and facility limit as sanctioned
cash credit by the bank.
facility
5. Axis August 28, Working To fund 250.00 200.00 8.50% Variable Repayable The borrower may prepay
Bank 2023 capital working capital on demand any of the outstanding
Limited demand requirements tranches in part or full,
loan subject to payment of
prepayment premium of 2%
of the amount prepaid.
6. ICICI November 8, Working To fund 100.00 100.00 8.50% Variable Repayable If the borrower wishes to
Bank 2023 capital working capital on demand prepay any part of or whole
Limited demand requirements of the facility, it may do so
loan with payment of 0.50%
prepayment premium on
principal amount of loan
being prepaid subject to the
borrower giving at least 15
days prior irrevocable
written notice of the same.
Total 5,340.00 4,094.62
^
Date mentioned as per the credit limit sanction intimation letter.
*
In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations which requires a certificate from the statutory auditor certifying the utilization of loan for the
purposed availed, our Company has obtained the requisite certificate.
#
As certified by the Statutory Auditors, pursuant to their certificate dated September 30, 2024.

For further details in relation to our borrowings, see “Financial Indebtedness” on page 391.

The remainder of this page has intentionally been left blank

120
General corporate purposes

We propose to utilise up to ₹[●] million of the Net Proceeds towards general corporate purposes and the business
requirements of our Company as approved by the Board, from time to time, subject to such utilisation for general
corporate purposes not exceeding 25% of the Gross Proceeds from the Fresh Issue, in compliance with the SEBI
ICDR Regulations.

The general corporate purposes for which our Company proposes to utilise the Net Proceeds include, without
limitation, meeting ongoing general corporate contingencies, expenses incurred in ordinary course of business,
working capital requirements, funding growth opportunities, including funding strategic initiatives, capital
expenditure, and any other purpose, as may be approved by our Board or a duly constituted committee thereof from
time to time, subject to compliance with applicable law, including provisions of the Companies Act.

In the event our Company is unable to utilise the Net Proceeds towards any of the objects of the Offer for any of the
reasons as aforementioned, our Company may utilise such Net Proceeds towards general corporate purposes,
provided that the aggregate amount deployed towards general corporate purposes shall not exceed 25% of the Gross
Proceeds.

The quantum of utilisation of funds towards each of the above purposes will be determined by our Board or a duly
constituted committee thereof from time to time, subject to compliance with applicable law and based on the amount
available under this head and the business requirements of our Company, from time to time. Our Company’s
management shall have flexibility in utilising surplus amounts, if any. In the event that we are unable to utilise the
entire amount that we have currently estimated for use out of Net Proceeds in a Fiscal, we will utilise such unutilised
amount(s) in the subsequent Fiscals.

Means of Finance

The entire fund requirements for our Objects are proposed to be funded entirely from the Net Proceeds and internal
accruals. Accordingly, we confirm that there are no requirements to make firm arrangements of finance through
verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised through the
Fresh Issue and existing internal accruals, under Regulation 7(1)(e) of the SEBI ICDR Regulations and Paragraph
9(C)(1) of Part A of Schedule VI of the SEBI ICDR Regulations. In case of a shortfall in the Net Proceeds or any
increase in the actual utilization of funds earmarked for the objects of the Offer, our Company may explore a range
of options including utilizing our internal accruals and/ or seeking additional debt from existing and/ or other
lenders.

Offer Expenses

The total expenses of the Offer are estimated to be approximately ₹[●] million.

The expenses of this Offer include, among others, listing fees, selling commission and brokerage, fees payable to
the BRLMs, fees payable to legal counsels, fees payable to the Registrar to the Offer, Escrow Collection Bank(s)
and Sponsor Bank(s) to the Offer, processing fee to the SCSBs for processing application forms, underwriting
commission, brokerage and selling commission payable to members of the Syndicate, Registered Brokers, RTAs
and CDPs, printing and stationery expenses, advertising and marketing expenses, fees payable to consultants,
Independent Chartered Accountant and Statutory Auditors for deliverables in connection with the Offer and all other
incidental and miscellaneous expenses for listing the Equity Shares on the Stock Exchanges.

Other than (i) the listing fees, which will be solely borne by the Company; and (ii) stamp duty payable on transfer
of the Offered Shares pursuant to the Offer for Sale and fees for legal counsel to each of the Selling Shareholder,
which shall be solely borne by the Selling Shareholders, the Company and each of the Selling Shareholders agree,
severally and not jointly, to share the costs and expenses (excluding all applicable taxes except STT, which shall be
solely borne by the respective Selling Shareholder) directly attributable to the Offer (including fees and expenses
of the Book Running Lead Managers, legal counsels appointed in connection with the Offer, and other
intermediaries, advertising and marketing expenses (other than corporate advertisements expenses and branding of
the Company undertaken in the ordinary course of business by the Company), printing, underwriting commission,
procurement commission (if any), brokerage and selling commission and payment of fees and charges to various
regulators in relation to the Offer) in proportion to the number of Equity Shares issued and Allotted by the Company
121
 through the Fresh Issue and sold by each of the Selling Shareholders through the Offer for Sale, as may be mutually
agreed amongst the Selling Shareholders, in accordance with applicable law including section 28(3) of the
Companies Act.

All the expenses relating to the Offer shall be paid by the Company in the first instance. Upon commencement of
listing and trading of the Equity Shares on the Stock Exchanges pursuant to the Offer, the Selling Shareholders
shall, reimburse the Company for any expenses in relation to the Offer paid by the Company on behalf of the
respective Selling Shareholder directly from the Public Offer Account as may be mutually agreed amongst the
Selling Shareholders except as may be prescribed by the SEBI or any other regulatory authority.

It is clarified that, in the event that the Offer is postponed or withdrawn or abandoned for any reason or the Offer is
not successful or consummated, all costs and expenses with respect to the Offer shall be borne by the Company and
Selling Shareholders on a pro-rata basis, in proportion to the Equity Shares issued and allotted by our Company in
the Fresh Issue and the Offered Shares sold by the Selling Shareholders in the Offer for Sale.

The break-up of the estimated Offer expenses is set forth below:

(₹ in million)
As a percentage
As a percentage
Estimated of the total
Activity of the total Offer
expenses* estimated Offer
size
expenses
Fees payable to the BRLMs and commissions [●] [●] [●]
(including underwriting commission, brokerage and
selling commission, as applicable)
Commission / processing fee for SCSBs, Bankers to [●] [●] [●]
the Offer and fee payable to the Sponsor Bank for Bids
made by RIBs. Brokerage, underwriting commission
and selling commission and bidding charges for
Members of the Syndicate, Registered Brokers, RTAs
and CDPs (1)(2)(3)(4)(5)
Fees payable to Registrar to the Offer [●] [●] [●]
Advertising and marketing expenses [●] [●] [●]
Fees payable to the other parties to the Offer, [●] [●] [●]
including, Statutory Auditors, Independent Chartered
Accountant, industry expert and legal counsels
Others [●] [●] [●]
(i) Listing fees, SEBI filing fees, upload fees, BSE
and NSE processing fees, book building
software fees and other regulatory expenses;
(ii) Printing and distribution of stationery;
(iii) Fees payable to legal counsel; and
(iv) Miscellaneous.
Total estimated Offer expenses [●] [●] [●]
*
Offer expenses include GST, where applicable. Offer expenses will be incorporated at the time of filing of the Prospectus. Offer expenses are
estimates and are subject to change

(1) Selling commission payable to SCSBs, on the portion for Retail Individual Bidders, Non-Institutional Bidders and Eligible Employees which
are directly procured by the SCSBs, would be as follows:

Portion for Retail Individual Bidders* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees* [●]% of the Amount Allotted (plus applicable taxes)
*
Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price. Selling Commission payable to the SCSBs will
be determined on the basis of the bidding terminal id as captured in the Bid book of BSE or NSE. No additional uploading / processing fees
shall be payable by our Company and the Selling Shareholders to the SCSBs on the applications directly procured by them;

(2) Processing fees payable to the SCSBs on the portion for Retail Individual Bidders, Non-Institutional Bidders and Eligible Employees which
are procured by the members of the Syndicate / sub-Syndicate / Registered Broker / RTAs / CDPs and submitted to SCSB for blocking, would
be as follows:

Portion for Retail Individual Bidders ₹[●] per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders ₹[●] per valid application (plus applicable taxes)
Portion for Eligible Employees* ₹[●] per valid application (plus applicable taxes)
*
Processing fees payable to the SCSBs for capturing Syndicate Member / Sub-syndicate (Broker) / Sub-broker code on the ASBA Form for
122
 Non-Institutional Bidders and Qualified Institutional Buyers with bids above ₹0.50 million would be ₹[●] plus applicable taxes, per valid
Bid cum Application Form.

(3) Selling commission on the portion for RIBs (using the UPI Mechanism), Non-Institutional Bidders which are procured by members of the
Syndicate (including their sub-Syndicate Members), RTAs and CDPs or for using 3-in-1 type accounts- linked online trading, demat & bank
account provided by some of the brokers which are members of Syndicate (including their Sub-Syndicate Members) would be as follows:

Portion for Retail Individual Bidders* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders *
[●]% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees* [●]% of the Amount Allotted (plus applicable taxes)
*
Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.

The Selling Commission payable to the Syndicate / Sub-Syndicate Members will be determined on the basis of the application form number
/ series, provided that the application is also bid by the respective Syndicate / Sub-Syndicate Member. For clarification, if a Syndicate ASBA
application on the application form number / series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the Selling Commission will
be payable to the SCSB and not the Syndicate / Sub-Syndicate Member.

Uploading charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the applications
made by RIBs using 3-in-1 accounts and Non-Institutional Bidders which are procured by them and submitted to SCSB for blocking or using
3-in-1 accounts, would be as follows: ₹[●] plus applicable taxes, per valid application bid by the Syndicate (including their sub-Syndicate
Members), RTAs and CDPs.

The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on the basis of the
bidding terminal id as captured in the Bid Book of BSE or NSE.

(4) Uploading charges / processing fees for applications made by UPI Bidders would be as follows:

Members of the Syndicate / RTAs / CDPs / Registered Brokers ₹[●] per valid application (plus applicable taxes)
₹[●] per valid Bid cum Application Form (plus applicable taxes)

Sponsor Bank(s) The Sponsor Bank(s) shall be responsible for making payments to the
third parties such as remitter bank, NCPI and such other parties as
required in connection with the performance of its duties under the
SEBI circulars, the Syndicate Agreement and other applicable law

All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash
Escrow and Sponsor Bank Agreement

(5) Brokerage, selling commission on the portion for UPI Bidders (using UPI Mechanism), Retail Individual Bidders and Non-Institutional
Bidders which are procured by members of the Syndicate (including their sub-Syndicate Members), Registered Brokers, RTAs and CDPs
would be as follows:

Portion for Retail Individual Bidders* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* [●]% of the Amount Allotted (plus applicable taxes)
*
Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.

(6) Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made using the ASBA facility in initial
public offerings shall be processed only after application monies are blocked in the bank accounts of investors (all categories). Accordingly,
Syndicate / Sub-Syndicate Members shall not be able to accept Bid Cum Application Form above ₹0.50 million and the same Bid Cum
Application Form needs to be submitted to SCSBs for blocking of fund and uploading on the exchange bidding platform. To identify bids
submitted by Syndicate / Sub-Syndicate Members to SCSB, a special Bid Cum Application Form with a heading / watermark, ‘Syndicate
ASBA’ may be used by Syndicate / Sub-Syndicate Member along with SM code and Broker code mentioned on the Bid Cum Application
Form to be eligible for brokerage on Allotment. However, such special forms, if used for RIB Bids and NIB Bids up to ₹0.50 million will not
be eligible for brokerage. Processing fees payable to the SCSBs for Bid cum Application Forms which are procured by the Registered
Brokers / RTAs / CDPs and submitted to the SCSB for blocking shall be ₹[●] per valid Bid cum Application Form (plus applicable taxes).
The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a
written confirmation on compliance with SEBI circular no: SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, read with SEBI
circular no: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no: SEBI/HO/CFD/DIL2/CIR/P/2022/51
dated April 20, 2022 and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.

Interim use of funds

Pending utilisation for the purposes described above, we undertake to temporarily invest such portion funds from
the Net Proceeds in deposits only with one or more scheduled commercial banks included in the second schedule
of the Reserve Bank of India Act, 1934, as amended. In accordance with Section 27 of the Companies Act, 2013,
our Company confirms that it shall not use the Net Proceeds for buying, trading or otherwise dealing in shares of
any other listed company or for any investment in the equity markets.

123
Bridge loan

Our Company has not raised any bridge loans from any banks or financial institutions, as on the date of this Draft
Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds.
Appraising Entity

None of the Objects for which the Net Proceeds will be utilised have been appraised by any agency, including any
bank or financial institutions.

Monitoring of utilisation of funds

In accordance with Regulation 41 of the SEBI ICDR Regulations, our Company shall appoint a Monitoring Agency
for monitoring the utilisation of Net Proceeds prior to the filing of the Red Herring Prospectus with the RoC, as the
Fresh Issue size exceeds ₹1,000 million.

Our Audit Committee and the Monitoring Agency will monitor the utilisation of the Net Proceeds and the
Monitoring Agency shall submit the report required under Regulation 41(2) of the SEBI ICDR Regulation, on a
quarterly basis, until such time as the Net Proceeds have been utilised in full. Our Company undertakes to place the
report(s) of the Monitoring Agency on receipt before the Audit Committee without any delay. Our Company will
disclose the utilisation of the Net Proceeds, including interim use under a separate head in its balance sheet for such
periods as required under the SEBI ICDR Regulations, the SEBI Listing Regulations and any other applicable laws
or regulations, clearly specifying the purposes for which the Net Proceeds have been utilized. Our Company will
also, in its balance sheet for the applicable periods, provide details, if any, in relation to all such Net Proceeds that
have not been utilized, if any, of such currently unutilized Net Proceeds.

Pursuant to Regulation 32(3) and Part C of Schedule II of the SEBI Listing Regulations, our Company shall, on a
quarterly basis, disclose to the Audit Committee the uses and applications of the Net Proceeds. The Audit Committee
shall make recommendations to our Board for further action, if appropriate. On an annual basis, our Company shall
prepare a statement of funds utilized for purposes other than those stated in the Red Herring Prospectus and place
it before the Audit Committee and make other disclosures as may be required until such time as the Net Proceeds
remain unutilized. Such disclosure shall be made only until such time that all the Net Proceeds have been utilized
in full. The statement shall be certified by our Statutory Auditors. Furthermore, in accordance with Regulation 32(1)
of the SEBI Listing Regulations, our Company shall furnish to the Stock Exchanges on a quarterly basis, a statement
indicating (i) deviations, if any, in the actual utilisation of the proceeds of the Fresh Issue from the Objects as stated
above; and (ii) details of category wise variations in the actual utilisation of the proceeds of the Fresh Issue from
the Objects as stated above. This information will also be published in newspapers simultaneously with the interim
or annual financial results and explanation for such variation (if any) will be included in our Director’s report, after
placing the same before the Audit Committee.

Variation in Objects

In accordance with Sections 13(8) and 27 of the Companies Act, 2013 and applicable rules thereunder, our Company
shall not vary the Objects of the Offer unless our Company is authorized to do so by way of a special resolution of
its Shareholders and such variation will be in accordance with the applicable laws including the Companies Act,
2013 and the SEBI ICDR Regulations. In addition, the notice issued to the Shareholders in relation to the passing
of such special resolution (“Postal Ballot Notice”) shall specify the prescribed details as required under the
Companies Act, 2013 and applicable rules and such Postal Ballot Notice shall be placed on website of our Company.
The Postal Ballot Notice shall simultaneously be published in the newspapers, one in English and one in Hindi,
Hindi being the regional language of Delhi, where our Registered Office is situated in accordance with the
Companies Act, 2013 and applicable rules. Our Promoters will be required to provide an exit opportunity to such
Shareholders who do not agree to the proposal to vary the Objects, at such price, and in such manner, in accordance
with Section 13(8) and other applicable provisions of the Companies Act, our Articles of Association, and the SEBI
ICDR Regulations. See “Risk Factors – Our 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 our control.” on page 71.

124
Other confirmations

Except to the extent of the proceeds received by the Selling Shareholders pursuant to the Offer for Sale portion,
none of our Promoters, members of the Promoter Group, Group Company, Directors or Key Managerial Personnel
or Senior Management will receive any portion of the Offer Proceeds and there are no existing or anticipated
transactions in relation to utilisation of the Net Proceeds with our Promoters or members of the Promoter Group,
Group Company, Directors or Key Managerial Personnel or Senior Management. Further, except in the ordinary
course of business, there is no existing or anticipated interest of such individuals and entities in the Objects as set
out above.

125