AHMEDABAD, TUESDAY, JULY 29, 2025 FOLLOW US ON TWITTER & FACEBOOK. APP AVAILABLE ON APP STORE & PLAYSTORE WWW.FINANCIALEXPRESS.COM READ TO LEAD VOL NO. XX 50, 32 PAGES, `12.00 P U B L I S H E D F R O M : A H M E D A B A D , B E N G A L U R U , C H A N D I G A R H , C H E N N A I , H Y D E R A B A D , K O C H I , K O L K ATA , L U C K N O W, M U M B A I , N E W D E L H I , P U N E THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY. THIS IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY OUTSIDE INDIA. INITIAL PUBLIC OFFERING OF EQUITY SHARES ON THE MAIN BOARD OF THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”) AND BSE LIMITED (“BSE”, AND TOGETHER WITH NSE, THE “STOCK EXCHANGES”) IN COMPLIANCE WITH CHAPTER II OF THE SECURITIES AND EXCHANGE BOARD OF INDIA. (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”) (Please scan the QR code to view the RHP) 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 Registrar of Companies, Delhi and Haryana at New Delhi (“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 the “History and Certain Corporate Matters” section beginning on page 288 of the Red Herring Prospectus dated July 23, 2025 (“RHP” or “Red Herring Prospectus”) filed with the RoC. 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: companysecretary@adityagroup.com; Corporate identity number: U74899DL1995PLC066784; Website: www.adityagroup.com; THE PROMOTERS OF OUR COMPANY ARE HARI SHANKER KHEMKA, ADITYA KHEMKA, ANANMAY KHEMKA, RISHI 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. THIS OFFER INCLUDES A RESERVATION OF UP TO [●] EQUITY SHARES OF FACE VALUE OF `1 EACH AGGREGATING UP TO `60.00 MILLION (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 `60 PER EQUITY SHARE) TO THE OFFER PRICE TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT”). DETAILS OF THE OFFER FOR SALE BY THE SELLING SHAREHOLDERS NAME TYPE NUMBER OF SHARES OFFERED / AMOUNT (` IN MILLION) Aditya Khemka Promoter Up to [●] Equity Shares of face value of `1 each aggregating up to `5,240.04 million Ananmay Khemka Promoter Up to [●] Equity Shares of face value of `1 each aggregating up to `123.16 million Rishi Khemka Promoter Up to [●] Equity Shares of face value of `1 each aggregating up to `2,000.00 million Hari Shankar Khemka (HUF) Promoter Group Up to [●] Equity Shares of face value of `1 each aggregating up to `426.40 million Shradha Khemka Promoter Group Up to [●] Equity Shares of face value of `1 each aggregating up to `198.90 million Aditya Khemka (HUF) Promoter Group Up to [●] Equity Shares of face value of `1 each aggregating up to `11.50 million *As certified by RNBP & Co., Chartered Accountants, registered with the ICAI and bearing firm registration number 025519N, pursuant to their certificate dated July 23, 2025. WEIGHTED AVERAGE COST OF ACQUISITION PER EQUITY SHARE (IN `)* 0.10 Nil Nil 0.20 0.20 0.20 PRICE BAND: `640 TO `675 PER EQUITY SHARE OF FACE VALUE OF `1 EACH. THE FLOOR PRICE IS 640 TIMES THE FACE VALUE OF THE EQUITY SHARES AND THE CAP PRICE IS 675 TIMES THE FACE VALUE OF THE EQUITY SHARES. BIDS CAN BE MADE FOR A MINIMUM OF 22 EQUITY SHARES OF FACE VALUE OF `1 EACH AND IN MULTIPLES OF 22 EQUITY SHARES OF FACE VALUE OF `1 EACH THEREAFTER. THE PRICE TO EARNINGS RATIO BASED ON DILUTED EPS FOR FISCAL 2025 AT THE UPPER END OF THE PRICE BAND IS 20.44 TIMES AND AT THE LOWER END OF THE PRICE BAND IS 19.38 TIMES. A DISCOUNT OF `60 PER EQUITY SHARE IS BEING OFFERED TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION WEIGHTED AVERAGE RETURN ON NETWORTH FOR LAST THREE FISCAL YEARS IS 32.11%. Pursuant to a share purchase agreement dated July 10, 2025, one of our Promoters, Aditya Khemka transferred 248,138 Equity Shares of face value of `1 each, to certain Transferees, at a price of `675 per Equity Share aggregating to `167,493,150 on July 10, 2025 and July 11, 2025. Further, pursuant to an inter-se agreement dated September 27, 2024, 19,719,150 Equity Shares of face value of `1 each were transferred to Hari Khemka Business Family Trust by Hari Shanker Khemka, 100 Equity Shares of face value of `1 each were transferred to Aditya Khemka Business Family Trust by Aditya Khemka, and 100 Equity Shares of face value of `1 each were transferred to ARK Business Prosperity Trust by Rishi Khemka, respectively, as gift on April 23, 2025. For further details see the “Capital Structure” section beginning on page 134 of the RHP and the Additional Information for Investors provided below in this advertisement. BID/OFFER PROGRAMME ANCHOR INVESTORS BIDDING DATE: MONDAY, JULY 28, 2025 BID/OFFER OPENS TODAY BID/OFFER CLOSES ON THURSDAY, JULY 31, 2025# The UPI mandate end time and date shall be at 5:00 p.m. on the Bid/Offer Closing Date. # The Company offers a comprehensive range of advanced video security and surveillance products, technologies and solutions for enterprise and consumer segments under our ‘CP PLUS’ brand. We were assigned the ‘CP PLUS’ brand in 2014 with the aim of providing wider access to cost-effective security and surveillance products, solutions and services. We do not have any listed peers in India. The Offer is being made through the Book Building Process in accordance with Regulation 6(2) of the SEBI ICDR Regulations. QIB Portion: Not less than 75% of the Net Offer | Non-Institutional Investor Portion: Not more than 15% of the Net Offer | Retail Portion: Not more than 10% of the Net Offer THE EQUITY SHARES OF OUR COMPANY WILL GET LISTED ON THE MAIN BOARD OF BSE AND NSE. NSE SHALL BE THE DESIGNATED STOCK EXCHANGE. EMPLOYEE RESERVATION PORTION: UP TO [•] EQUITY SHARES AGGREGATING UP TO `60 MILLION IN MAKING AN INVESTMENT DECISION, POTENTIAL INVESTORS MUST ONLY RELY ON THE INFORMATION INCLUDED IN THE RHP AND THE TERMS OF THE OFFER, INCLUDING THE MERITS AND RISKS INVOLVED AND NOT RELY ON ANY OTHER EXTERNAL SOURCES OF INFORMATION ABOUT THE OFFER AVAILABLE IN ANY MANNER. IN RELATION TO PRICE BAND, POTENTIAL INVESTORS SHOULD ONLY REFER TO THIS PRICE BAND ADVERTISEMENT FOR THE OFFER AND SHOULD NOT RELY ON ANY MEDIA ARTICLES/REPORTS IN RELATION TO THE VALUATION OF THE COMPANY AS THESE ARE NOT ENDORSED, PUBLISHED OR CONFIRMED EITHER BY THE COMPANY OR THE BRLMS. In accordance with the recommendation of the Committee of Independent Directors of our Company, pursuant to their resolution dated July 23, 2025, the above provided price band is justified based on quantitative factors/ KPIs disclosed in the “Basis for Offer Price” section on page 163 of the RHP vis-a-vis the weighted average cost of acquisition (“WACA”) of primary and secondary transaction(s) as applicable, disclosed in the “Basis for Offer Price” section on page 168 of the RHP and provided below in the advertisement. RISK TO INVESTORS (For details refer to section titled “Risk Factors” on page 41 of the RHP) 1. 2. Business Risk: Our financial performance is primarily dependent on the revenue from sale of closed circuit television cameras, network video recorders, digital video recorders and pan-tilt-zoom cameras which collectively contributed to 77.47% of our revenue from operations in Fiscal 2025. Variations in demand and changes in consumer preferences towards these products could adversely affect our operations. Further, if we are not able to adapt to changing technological trends, our surveillance devices may become obsolete and we may be subject to pricing pressure to write-off such inventory. Particulars Amount (` in million) Fiscal 2024 Percentage of cost of materials consumed (%) Amount (` in million) Fiscal 2023 Percentage of cost of materials consumed (%) Amount (` in million) Percentage of cost of materials consumed (%) Largest supplier 13,161.05 51.92 11,128.35 49.03 9,353.89 23,292.23 91.89 20,324.22 89.54 18,460.20 24,178.55 95.38 21,340.30 94.02 19,612.22 93.02 Our Company will not receive any proceeds of the Offer for Sale by the Promoter Selling Shareholders: The offer comprises the Fresh Issue and the Offer for Sale. The proceeds of the Offer for Sale aggregating up to `8,000.00 million which constitutes 61.54% of the proposed offer size, net of their share of Offer-related expenses will be paid to the Promoter Selling Shareholders and our Company will not receive any portion of the proceeds from the Offer for Sale. For further details, see “the Offer” and “Objects of the Offer” on pages 116 and 153, respectively of the RHP. Economic and Political Risk: We import a portion of our parts and materials primarily from China. 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: Set forth below is the country-wise breakdown of our total imports during the last three Fiscals. 2025 2024 (` in million) China 739.32 1,158.80 949.61 Hong Kong 246.21 355.25 1,038.37 Singapore 21.57 84.27 3.02 - 26.99 - 1,007.10 1,625.31 1,991.00 Denmark Total 5. Geographical Risk: Our manufacturing facility is located in Andhra Pradesh, which exposes our operations Fiscal 2023 7,672.07 7,906.26 7,327.45 24.65 28.41 32.07 7. Risk Relating to Synergies: 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. 8. Territorial Limitation Risk: We may be restricted from offering our products in certain geographical region pursuant to arrangement with CP Plus FZE, UAE. 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. 9. Property Risk: 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. 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. 10. The table below provides details of our price to earnings ratio and market capitalization to revenue from operations, market capitalization to tangle assets and enterprise value to EBITDA. However, it may not be indicative of the market price of the Equity Shares on listing. Particulars 2023 Fiscal 2024 Revenue from sale of products supplied by Dahua (` in million) Fiscal Particulars Fiscal 2025 Revenue from sale of products supplied by Dahua, as a percentage of revenue from operations (%) 87.56 Top 10 suppliers Concentration Risk: A significant portion of our revenue from operations is generated from sale of products supplied by Dahua which contributed to 24.65% of our revenue from operations in Fiscal 2025. Any disruption in the 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. Set forth below is the revenue generated from sale of products supplied by Dahua for the periods indicated: Particulars 44.37 Top 5 suppliers 4. 6. Supplier Risk: 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. Any interruption in the availability of parts, materials and products could adversely affect our business, results of operations, cash flows and financial condition. The table below sets forth details regarding supplies sourced from our largest supplier, top five suppliers and top 10 suppliers for the periods indicated: Fiscal 2025 3. to potential risks arising from local and regional factors such as adverse social and political events, weather conditions and natural disasters. Price to earnings ratio Market capitalization to revenue Market capitalization to tangible assets Enterprise value to EBITDA Ratio vis-à-vis Ratio vis-à-vis Cap Floor price price (i.e. `640) (i.e. `675) (In multiples, unless otherwise specified) 19.38 20.44 2.42 2.54 2.97 3.12 30.03 31.52 11. The Price/Earnings Ratio based on diluted EPS for Financial Year 2025 for the Company at the upper end of the price band is `20.44. The Price/Earnings Ratio of Nifty 50 as of March 31, 2025 is 21.85. 12. Weighted average Return on Net Worth for past three Financial Years i.e. 2025, 2024 and 2023 is 32.11%. 13. Average cost of acquisition of equity shares for the Selling Shareholders in the IPO is Nil and Offer Price at upper end of the price band is `675. Continued on next page... Ahmedabad