Amagi Media Labs IPO

Objects of the Offer

• Continue to invest in product innovation and technology.

• Harness Amagi INTELLIGENCE to drive innovation across its platform.

• Scale profitably through disciplined capital allocation.

• Deepen engagement within the media and entertainment ecosystem

• Leverage domain expertise to expand into new geographies

• Strategically pursue acquisitions and partnerships.

• One-stop glass-to-glass solutions provider.

• Positioned within a three-sided marketplace to leverage strong network effects.

• Proprietary, award-winning technology platform with artificial intelligence capabilities.

• Trusted by global customers with long-term relationships.

• Visionary founders with strong leadership and a culture of innovation.

• Win: Acquire new customers by addressing high-value use cases with differentiated, cloud-native solutions tailored to the media and entertainment ecosystem.

• The company has experienced losses and negative cash flows in the past and any increases in expenses, decline in revenues or negative cash flows in future periods could adversely affect its business, results of operations, financial condition and the trading price of the company`s Equity Shares.

• The company`s revenue from operations from the America Region and Europe (including UK) was Rs.5,161.06 million, or 73.23%, and Rs.1,217.20 million, or 17.27%, respectively, of its revenue from operations during the six months ended September 30, 2025, and Rs.8,470.70 million, or 72.86%, and Rs.2,016.58 million, or 17.34%, respectively, of the company`s revenue from operations during the Financial Year 2025, each based on Ind AS 108 (Operating Segments). Any adverse changes in the economic conditions that affect the economies of the geographies and markets in which we have a presence could adversely affect its business, results of operations, financial condition and cash flows.

• Vinculum Advisors LLP, a member of the company`s Promoter Group, has acquired Equity Shares from certain Shareholders during the preceding year at a price that may be lower than the Offer Price.

• The company depends on cloud infrastructure operated by third parties for its platform and solutions, and any disruption in the operation of such infrastructure could adversely affect the company`s business, results of operations, financial condition and cash flows, and subject the company to liability.

• Technology failures or interruptions in the availability of its cloud-based solutions could have an adverse effect on the company`s business, results of operations, financial condition and cash flows.

• An inability to dedicate sufficient resources to its research and development operations could erode the company`s competitive advantage and accordingly, adversely affect its business, results of operations, financial condition and cash flows.

• The company`s business and revenue from operations are highly concentrated in the United States, and any adverse changes in the geopolitical, economic or regulatory environment of the United States could adversely affect its business, results of operations, financial condition and cash flows.

• The determination of the Price Band is based on a variety of factors and assumptions and the Offer Price of the Equity Shares, market capitalization and price to earnings ratio based on the Offer Price of the Equity Shares, may not be indicative of the market price of its Equity Shares upon listing or thereafter.

• The company`s utilization of the Net Proceeds for expenses towards technology and cloud infrastructure will not result in the creation of any tangible or intangible assets and will be recorded as expenses in the company`s statement of profit and loss.

• The markets for its solutions are new, unproven and evolving, and the company`s future success depends on the growth and expansion of these markets and its ability to adapt and respond effectively to evolving markets.

• The company depends on certain key customers for a significant portion of its revenue from operations, with the company`s largest, five largest and ten largest customers contributing to 14.06%, 30.94% and 40.19%, respectively, of its revenue from operations for the six months ended September 30, 2025 and 11.41%, 23.65% and 33.74%, respectively, of the company`s revenue from operations for the Financial Year 2025. The loss of one or more of its key customers or an inability to replace such customers could adversely affect the company`s business, results of operations, financial condition and cash flows.

• An inability to respond to rapid technological changes or develop new solutions and features that are attractive to its current and prospective customers could have an adverse effect on the company`s business, results of operations, financial condition and cash flows.

• The company intend to utilize a portion of the Net Proceeds towards inorganic growth through unidentified acquisitions and general corporate purposes, and an inability to identify suitable targets for the deployment of such proceeds, in a timely manner, or at all, could adversely affect its business, results of operations, financial condition and cash flows.

• There has been a delay in the appointment of the Company Secretary in the past, constituting non-compliance with Section 203 of the Companies Act, 2013, which may subject the company to regulatory proceedings, actions or penalties.

• There have been instances of delays in filing form ESOP with the Reserve Bank of India within the prescribed timelines under applicable law, and the company has compounded such delays under the FEMA.

• 52.86% and 57.14% of the company`s revenue from operations for the six months ended September 30, 2025 and the Financial Year 2025, respectively, was attributable to its streaming unification solutions and any factors that adversely affect this business division could adversely affect the company`s business, results of operations, financial condition and cash flows.

• The company`s business is focused on the video and media industry and any factors that adversely affect this industry could in turn have an adverse effect on its business, results of operations, financial condition and cash flows.

• The company`s employee benefits expense was Rs.3,856.88 million, or 53.40% of its total expenses and 54.72% of the company`s revenue from operations for the six months ended September 30, 2025, and was Rs.6,948.10 million, or 54.50% of our total expenses and 59.76% of its revenue from operations for the Financial Year 2025. Increases in employee costs, including on account of increased competition or other factors, could adversely affect the company`s business, results of operations, financial condition and cash flows.

• A significant portion of its revenue from operations is from jurisdictions outside India and the company does not actively hedge its exposure to foreign currency, which exposes the company to foreign currency risk, which may adversely affect its business, financial condition, results of operations and cash flows.

• Certain of its Directors does not have experience in serving on the board of directors of a listed company in India, which could adversely affect the company`s business.

• The company`s historical performance is not indicative of its future growth or financial results and if the company fails to manage its growth or implement the company`s growth strategies effectively, the company`s business, results of operations, financial condition and cash flows may be adversely affected.

• If the company`s data protection measures are insufficient or if the company experience or are perceived to have experienced any cybersecurity, data or privacy breaches, or if unauthorized access to customer data is otherwise obtained, the company`s solutions may be perceived as not being secure, customers may reduce the use of or stop using its solutions and the company may incur liabilities.

• The company has pursued and will likely continue to pursue strategic acquisitions for inorganic growth. The company may not derive the anticipated benefits from its strategic investments and acquisitions and the company may not be successful in pursuing future investments and acquisitions, which could adversely affect its business, results of operations, financial condition and cash flows.

• Issues related to the use of artificial intelligence could lead to changes in the company`s customers` operations, give rise to security, privacy and regulatory concerns, damage the company reputation or otherwise harm its business. The integration of artificial intelligence in the company`s tools and solutions also exposes the company to additional data security and privacy risks.

• If the company`s pricing structures does not accurately anticipate the cost, complexity and duration of its work, then the company`s contracts could result in cost and time overruns, which could make its contracts unprofitable.

• The company`s business depends on its ability to attract and retain highly skilled professionals. If the company fails to attract, retain, train and optimally utilize the company`s professionals, the company`s business may be unable to grow and its results of operations, financial condition and profitability could be adversely affected.

• The company`s monetization and marketplace business division depends on demand for CTV advertising, and any reduction in fill rates or CPMs could adversely affect its business, results of operations, financial condition and cash flows.

• The company`s monetization products are exposed to invalid traffic, SSAI-spoofing and measurement risks, which could reduce monetizable impressions and adversely affect its business, results of operations, financial condition and cash flows.

• The company`s ability to increase its customer base and achieve broader market acceptance of the company`s solutions will depend on its ability to develop and expand the company`s sales and marketing capabilities and an inability to do so could adversely affect its business, results of operations, financial condition and cash flows.

• The company incorporate third-party open source software in connection with its cloud solutions and the company`s failures to comply with the terms of the underlying open source software licenses could adversely affect its ability to offer the company`s solutions, affect its customers and create potential liability on the company.

• The company operates in a highly competitive industry and an inability to compete could adversely affect its business, results of operations, financial condition and cash flows.

• The company provides service level commitments under its customer contracts and the company`s terms of service. If the company fails to meet these contractual commitments, the company could be obligated to provide credits for future service or allow customers to terminate their subscriptions and its business, results of operations, financial condition and cash flows could be adversely affected.

• The company`s Statutory Auditors have included certain modifications in their audit report on its financial statements as of and for the Financial Years 2025, 2024 and 2023, which if unaddressed, could adversely affect the company`s business, reputation and the trading price of its Equity Shares.

• The company is exposed to counterparty credit risk and delays in receiving payments or non-receipt of payments may adversely affect its business, financial condition, cash flows and results of operations.

• The company primarily relies on revenue from three-year contracts, and because we recognize revenue from these contracts over the term of the relevant contract period, downturns or upturns in sales are not immediately reflected in full in the company`s results of operations. Accordingly, the company`s quarterly results published upon listing may not be indicative of its annual financial performance, results of operations and cash flows.

• The company may be unable to protect its intellectual property rights and may be exposed to misappropriation and infringement claims by third parties, which could have an adverse effect on the company`s business and reputation.

• The company is dependents on its Promoters, Key Managerial Personnel and Senior Management Personnel for the company`s business and growth, and the loss of, or an inability to attract or retain such personnel could adversely affect its business, results of operations, financial condition and cash flows.

• Certain of its Subsidiaries have incurred losses in the past. If the company`s Subsidiaries continue to incur losses, the company may be required to continue providing financial support to them and the company`s consolidated results of operations, financial condition and cash flows could be adversely affected.

• The company does not own its Registered and Corporate Office or any of the company`s other offices, and are accordingly exposed to risks associated with leasing real estate. Any adverse developments in relation to such leased offices could adversely affect its business, results of operations, financial condition and cash flows.

• There are outstanding legal proceedings involving the Company, our Directors, the company`s Key Managerial Personnel and Senior Management Personnel, the company Promoters and its Subsidiaries. Failures to defend these proceedings successfully may have an adverse effect on its business, results of operations, financial condition and cash flows.

• If the company is unable to establish and maintain effective internal financial and operational controls, the company`s business and reputation could be adversely affected.

• The company has contingent liabilities, and its results of operations, financial condition and cash flows could be adversely affected if any of these contingent liabilities materialize.

• The company has in the past entered into related party transactions and may continue to do so in the future. The company cannot assure you that the company could not have achieved more favorable terms had such transactions not been entered into with related parties.

• The company is subject to anti-bribery, anti-corruption and sanctions laws and regulations and a failures to comply with such laws and regulations could have an adverse effect on its business, reputation, financial condition, results of operations, investor confidence and the trading price of the company`s Equity Shares.

• The company requires certain statutory and regulatory licenses and approvals to conduct the company`s business and an inability to obtain, retain or renew such licenses and approvals could have an adverse effect on its business, results of operations, financial condition and cash flows.

• This Red Herring Prospectus contains information from third parties including an industry report prepared by an independent third-party research agency, Lattice Technologies Private Limited, which we have commissioned and paid for to confirm our understanding of our industry exclusively in connection with the Offer and reliance on such information for making an investment decision in the Offer is subject to inherent risks.

• The company track certain operating metrics through its internal systems and tools, which may result in inaccurate data or may impair its understanding and evaluation of certain aspects of the company business in the future.

• Certain non-generally accepted accounting principle financial measures and other statistical information relating to our operations and financial performance have been included in this Red Herring Prospectus. These non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable with those presented by other companies.

• Any peers that the company may identify in the future may outperform the company in certain financial and operational metrics and ratios, which could adversely affect the trading price of its Equity Shares and the company`s reputation, market share and business.

• Certain of its Promoters, Directors, Key Managerial Personnel and Senior Management Personnel may be interested in the Company and its Subsidiaries other than in terms of remuneration, perquisites or benefits and reimbursement of expenses.

• Grants of stock options under the company`s employee stock option plans may result in a charge to its statement of profit and loss and will, to that extent, reduce the company`s profits.

• The company`s ability to pay dividends in the future will depends on its earnings, financial condition, cash flows, working capital requirements, capital expenditures and restrictive covenants of the company`s financing arrangements.

• There have been certain instances of delays in payment of statutory dues by the Company in the past and any such delays in the future may result in the imposition of penalties.