Innovision Ltd IPO

The company has a large workforce deployed across workplaces and client premises, consequently its may be exposed to service-related claims and losses or employee disruptions that could have an adverse effect on its reputation, business, results of operations and financial condition.

The company businesses are manpower intensive and its inability to attract and retain skilled manpower could have an adverse impact on its growth, business and financial condition.

Operational risks are present in its business as it includes providing services in different business environments. A failures to manage such risks including any errors, defects or disruption in its service or inability to meet expected or agreed service standards, could have an adverse impact on its business, cash flows, results of operations and financial condition.

Its business revenue from operations is concentrated in a few segments.

The company relies on its top 10 clients for majority of its evenue. Any loss of such clients or a significant reduction in purchase by such clients may impact its business and financials.

If the company fails to qualify for or win new contracts for toll plaza management and skill development segments its business, financial condition, results of operations, prospects and cash flows could be adversely affected.

Its business significantly depends on projects awarded by government or government-owned clients, which subjects it to a variety of risks. In case of any change in government policy, budget or criteria, it may impact the availability of such projects and affect its business operations.

There are pending litigations against the Company. Any adverse decision in such proceedings may render it/them liable to liabilities/penalties and may adversely affect its business, results of operations and financial condition.

The company business could be adversely affected if its clients fail to renew their contracts with us or the company fails to acquire new clients.

The company has filed applications for compounding for non-compliance with certain provisions. Consequently, its may be subject to adverse regulatory actions and penalties for any past or future non-compliance and the company business, financial condition and reputation may be adversely affected.

For its revenue from Toll Plaza Management` the company is dependent on single client. In case of loss of this client, its Toll Plaza Management segment would be severely affected and adversely affect its results of operation.

The Company has negative cash flows from its investing activities, operating activities well as financing activities in the past years, details of which are given below. Sustained negative cash flow could impact on its growth and business.

The company may be required to receive or renew certain approvals or licenses required in the ordinary course of business or to commence new businesses. Failures to obtain or maintain or renew licenses, registrations, permits and approvals may adversely affect its business, cash flows and results of operations.

A significant portion of its revenues are derived from a few geographical regions and any adverse developments affecting such regions could have an adverse effect on its business, cash flows, results of operation and financial condition.

The company is dependent on a number of key personnel, including its senior management, and the loss of, or the company inability to attract or retain, such persons could adversely affect its business, cash flows, results of operations and financial condition.

The company revenues and profitability vary across its business segments, thereby making its cash flows fluctuate from financial reporting period to period.

The industries in which the company operates are intensely competitive and have low barriers to entry in certain instances. Its inability to compete effectively may adversely affect the company business, cash flows, results of operations and financial condition.

The company investments in drone business may not yield intended results.

The company is subject to risks associated with its contracts, including the company ability to correctly assess pricing terms, employee costs and other financial obligations, the increased complexity of its contracts and the potential early termination or change of scope of contracts by clients.

The company derives a significant portion of its total revenue from the company manpower services and toll plaza management operations. Any decrease in the demand for its such services may have an adverse impact on the company business, financial condition and result of operations.

The company ability to service contracts with public sector undertakings or governmental may be affected by political and administrative decisions.

There has been delays in payment of statutory dues i.e. dues in respect of employees provident fund and employee state insurance scheme.

There have been emphasis of matter in its audited financial statements for Fiscal 2023.

Certain of its Group Companies and Subsidiaries have incurred losses during the three months period June 30, 2024 and in the last three financial years and may continue to do so, which could have an adverse effect on its financial condition and results of operations on a consolidated basis.

The nature of its operations exposes the company to additional public scrutiny, consequently, any accidents or incidents, which may occur, may be reported widely, adversely affecting its reputation.

Its client agreements include certain restrictive covenants which may limit the company ability to carry out its business operations. Certain of the company client agreements may be terminated without cause, which could have an adverse impact on its business.

The company may be unable to perform background verification procedures on its personnel as well as on the company billable employees prior to placing them with its clients, resulting in complaints, fines, action and / or loss of reputation.

The company clients may delay or default in making payments for services rendered by it. If the company is unable to collect its receivables from the company clients, its profits, cash flows and liquidity could be adversely affected.

The company has in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the Shareholders.

Its business requires significant amounts of working capital. The company may not be able to obtain future financing on favourable terms or at all or furnish bank guarantees in the future. If its experience insufficient cash flows from the company operations or are unable to borrow funds to meet its working capital requirements, it may materially and adversely affect the company business and results of operations.

Its working capital requirements its deployment as specified in objects of the Offer` have not been appraised by any bank or financial institution or any other independent agency and its management will have broad discretion over the use of the same.

Significant disruptions of information technology systems or breaches of data security could adversely affect its business.

The company is subject to risks arising from interest rate fluctuations, which could reduce its profitability and adversely affect the company business, cash flows, financial condition and results of operations.

In the event the Company is unable to obtain sufficient funding, it may delay its growth plans and have a material adverse effect on the company business, cash flows and financial condition.

Its financial results are subject to seasonality, which may affect the company business.

Its financing agreements contain covenants that limit the company flexibility in operating its business. The company inability to meet its obligations, including financial and other covenants under its debt financing arrangements could adversely affect the company business, cash flows, results of operations and financial condition.

Its insurance coverage may not adequately protect the company against all losses or the insurance cover may not be available for all the losses as per the insurance policy, which could adversely affect business, financial condition and results of operations.

Any variation in the utilisation of its Net Proceeds would be subject to certain compliance requirements, including prior Shareholders` approval.

The company has not paid any dividends in the past and its ability to pay dividends in the future will depends on its earnings, financial condition, working capital requirements, the performance of its acquired businesses, capital expenditures and restrictive covenants of the company financing arrangements.

The premises for its registered office, training centre and offices, used by its are held by the company on a leasehold basis, which subjects it to certain risks, like non-renewal, increased rent and / or relocation.

Its inability to identify, obtain and retain intellectual property rights, or to protect or use them, could harm our business. Further, its may infringe upon the intellectual property rights of others, any misappropriation of which could adversely affect its business and reputation.

Certain sections of this Draft Red Herring Prospectus contain information from CARE Report, which has been commissioned and paid for by the Company and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.

The company has certain contingent liabilities, which if materialise, may adversely affect its financial condition.

If the comppany fails to maintain an effective system of internal controls, its may not be able to successfully manage, or accurately report, the company financial risks.

Its may need to change the company pricing models as and when necessary to compete successfully and an inability to do so could have an adverse effect on its business, cash flows, financial condition and results of operations.

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

Its funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency and are based on management estimates.

Certain non-GAAP financial measures and certain other statistical information relating to its operations and financial performance have been included in this Draft 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.

Certain of its Promoters, Directors, Key Managerial Personnel, and members of Senior Management may have interests in it other than reimbursement of expenses incurred and normal remuneration or benefits.

Its Promoters and Promoter Group will continue to retain control over the Company after completion of the Offer, which will allow them to influence the outcome of matters submitted for approval of its shareholders.

Any future issuance of Equity Shares, or convertible securities or other equity linked instruments by it may dilute your shareholding and sale of Equity Shares by the Promoters may adversely affect the trading price of the Equity Shares.

The requirements of being a publicly listed company may strain its resources.

After the Issue, its Equity Shares may experience price and volume fluctuations or an active trading market for its Equity Shares may not develop.

The average cost of acquisition of Equity Shares by its Promoter Selling Shareholders could be lower than the floor price.

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

The company has been issued debarment notices from its clients, of which the company has challenged one debarment notice before the relevant court and on another the commpany has been penalised by the relevant client. There can be no assurance that its actions before the relevant court will be successful in the company`s favour. Further, the company cannots assure you that similar orders will not be issued in future. Any such debarment related action may materially and adversely affect its cash flows, financial condition, reputation and results of operations.

NHAI issued an order dated July 25, 2025 against our Company, debarring the Company from undertaking new projects with NHAI. The said debarment order has been stayed by the Hon`ble High Court of Delhi. Continuance of said debarment order, may impact its business, and capital requirements affecting the company`s ability to use funds from the Offer as per proposed schedule. Additionally, the Company has relied on certain assumptions to assess the impact of the said debarment order on business of the Company. In case these assumptions are found to be inaccurate, the company`s assessment may not be correct, which may lead to rescheduling/delay in utilisation of funds raised from the Offer.

The company has a large workforce deployed across workplaces and client premises, consequently the company may be exposed to service-related claims and losses or employee disruptions that could have an adverse effect on the company`s reputation, business, results of operations and financial condition.

The company`s businesses are manpower intensive and the company`s inability to attract and retain skilled manpower could have an adverse impact on its growth, business and financial condition.

The Promoter of the Company Lt. Col. Randeep Hundal has carried out certain expenses of personal nature from the official credit card issued to him. Any recurrence of such instances may impact financials of the Company.

QIBs will be allocated equity shares not more than 1.00% of the Offer size, rest of the equity shares are proposed to be allocated to non-institutional investor and retail investors. A lower allocation to QIB may result in volatility in the company`s shares

Pricing pressure from clients, statutory payments and competitive bidding process may effect profit margin and ability to increase the company`s prices, which in turn may adversely affect its business, results of operations and financial condition.

None of the company`s Directors have prior experience in managing listed entities, which may require additional time for them to fully understand their roles and responsibilities. This could potentially affect its corporate governance standards, investor confidence, and operational performance.

Operational risks are present in the company`s business as it includes providing services in different business environments. A failures to manage such risks including any errors, defects or disruption in the company`s service or inability to meet expected or agreed service standards, could have an adverse impact on the company`s business, cash flows, results of operations and financial condition. Further the nature of its business exposes the company to additional public scrutiny.

Certain of the company`s client contracts can be terminated by its clients without cause, which could negatively impact the company`s revenue and profitability.

The company`s business requires significant amounts of working capital. The company may not be able to obtain future financing on favourable terms or at all or furnish bank guarantees in the future. If the company experiences insufficient cash flows from its operations or are unable to borrow funds to meet the company`s working capital requirements, it may materially and adversely affect its business and results of operations.

For the company`s revenue from `Toll Plaza Management` the company is dependent on single client i.e. NHAI. In case the company fails to win bids from NHAI, the company`s Toll Plaza Management segment would be severely affected and adversely affect its results of operation.

A significant portion of revenue is concentrated in a few segments i.e. manpower services and toll plaza management operations. Any decrease in the demand for the company`s such services may have an adverse impact on its business, financial condition and result of operations.

The company relies on the company`s top 10 clients for majority of the company`s revenue. Also, 80.43% of its revenue from operations in the Fiscal 2025, is from one of the company`s top client. Any loss of such clients or a significant reduction in purchase by such clients may impact its business and financials.

The Company is involved in labour disputes for delayed or non-payment of salaries, which could affect its operations.

The company may be unable to perform background verification procedures on the company`s personnel as well as on its billable employees prior to placing them with its clients, resulting in complaints, fines, action and / or loss of reputation.

If the company fails to qualify for or win new contracts for toll plaza management and skill development segments the company`s business, financial condition, results of operations, prospects and cash flows could be adversely affected.

There has been emphasis of matter in the company`s audited financial statements for Fiscal 2023.

The company`s business significantly depends on projects awarded by government or government-owned clients, which subjects the company to a variety of risks. Also, the company`s ability to service contracts with public sector undertakings or governmental may be affected by political and administrative decisions. In case of any change in government policy, budget, criteria, political and / or administrative factors, it may impact the availability of such projects and affect its business operations.

The Company has negative cash flows from its investing activities, operating activities well as financing activities in the past years, details of which are given below. Sustained negative operating cash flow could impact the Company`s ability to pay interest, debt and other payments necessary for operations of the Company and the same may impact on the company`s growth and business.

There are pending litigations against the Company. Any adverse decision in such proceedings may render the company/them liable to liabilities/penalties and may adversely affect its business, results of operations and financial condition.

The company`s business could be adversely affected if its clients fail to renew their contracts with the company or the company fails to acquire new clients.

The company has filed applications for compounding for non-compliance with certain provisions. Consequently, the company may be subject to adverse regulatory actions and penalties for any past or future non-compliance and the company`s business, financial condition and reputation may be adversely affected.

There have been delays in filing of GST Returns. In case such delays are continued or such instances are repeated, same may expose the company to penalties by relevant authorities.

The Company has faced declining ROCE in the past. In case ROCE continue to decline in future, it will impact profitability of the Company.

The company has in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the Shareholders.

The company may be required to receive or renew the approvals or licenses required in the ordinary course of business or to commence new businesses. Failures to obtain or maintain or renew licenses, registrations, permits and approvals may adversely affect its business, cash flows and results of operations.

A significant portion of the company`s revenues are derived from a few geographical regions, especially Northern India and any adverse developments affecting such regions could have an adverse effect on the company`s business, cash flows, results of operation and financial condition.

The free cash flows being generated by the Company from its current business may not be sufficient for the company`s operations. Also, the company`s toll plaza management operations may not be always profitable. If the company continues to faces insufficient free cash flows, it may impact business, operations and financial condition of the Company.

The company is dependent on a number of key personnel, including its senior management, and the loss of, or the company`s inability to attract or retain, such persons could adversely affect its business, cash flows, results of operations and financial condition.

The company`s revenues and profitability vary across its business segments, thereby making the company`s cash flows fluctuate from financial reporting period to period.

The premises for the company`s registered office, training centre and offices, used by the company is held by the company on a leasehold basis, which subjects the company to certain risks, like non-renewal, increased rent and / or relocation.

The industries in which the company operates is intensely competitive and have low barriers to entry in certain instances. The company`s inability to compete effectively may adversely affect its business, cash flows, results of operations and financial condition.

The company`s investments in drone business may not yield intended results.

The company is subject to risks associated with its contracts, including the company`s ability to correctly assess pricing terms, employee costs and other financial obligations, the increased complexity of the company`s contracts and the potential early termination or change of scope of contracts by clients.

The company`s revenues are substantially dependent on the size of various contracts the company enters into for various business verticals. Any decrease in contract size by a single or a group of customers, may impact the sustainability of the company`s revenues and also impact its financial conditions.

There has been delays in payment of statutory dues i.e. dues in respect of employees provident fund and employee state insurance scheme.

The company`s Group Companies and Subsidiaries have incurred losses during the last three financial years and may continue to do so, which could have an adverse effect on the company`s financial condition and results of operations on a consolidated basis.

The company`s client agreements include certain restrictive covenants which may limit its ability to carry out the company`s business operations. In case, the company fails to comply with such covenants it may impact its business and financials.

The company`s clients may delay or default in making payments for services rendered by the company. If the company is unable to collect its receivables from the company`s clients, the company`s profits, cash flows and liquidity could be adversely affected.

The company`s working capital requirements its deployment as specified in `Object of the Offer` have not been appraised by any bank or financial institution or any other independent agency and the company`s management will have broad discretion over the use of the same.

The company is subject to several labour legislations and regulations governing welfare, benefits and training of its employees.

Significant disruptions of information technology systems or breaches of data security could adversely affect its business.

The company is subject to risks arising from interest rate fluctuations, which could reduce its profitability and adversely affect the company`s business, cash flows, financial condition and results of operations.

In the event the Company is unable to obtain sufficient funding, it may delay its growth plans and have a material adverse effect on the company`s business, cash flows and financial condition.

The company`s financial results are subject to seasonality, which may affect its business.

The company`s financing agreements contain covenants that limit its flexibility in operating the company`s business. The company`s inability to meet its obligations, including financial and other covenants under its debt financing arrangements could adversely affect the company`s business, cash flows, results of operations and financial condition.

The company`s insurance coverage may not adequately protect the company against all losses or the insurance cover may not be available for all the losses as per the insurance policy, which could adversely affect business, financial condition and results of operations.

Any variation in the utilisation of its Net Proceeds would be subject to certain compliance requirements, including prior Shareholders` approval.

The company has not paid any dividends in the past and the company`s ability to pay dividends in the future will depend on the company`s earnings, financial condition, working capital requirements, the performance of the company`s acquired businesses, capital expenditures and restrictive covenants of its financing arrangements.

The company`s inability to identify, obtain and retain intellectual property rights, or to protect or use them, could harm its business. Further, the company may infringe upon the intellectual property rights of others, any misappropriation of which could adversely affect its business and reputation.

Certain sections of this Red Herring Prospectus contain information from CARE Report, which has been commissioned and paid for by the Company and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.

The company has certain contingent liabilities, which if materialise, may adversely affect its financial condition.

If the company fails to maintain an effective system of internal controls, the company may not be able to successfully manage, or accurately report, the company`s financial risks.

The company may need to change its pricing models as and when necessary to compete successfully and an inability to do so could have an adverse effect on the company`s business, cash flows, financial condition and results of operations.

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

Certain non-GAAP financial measures and certain other statistical information relating to the company`s 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.

The company`s Promoters and Promoter Group will continue to retain control over the Company after completion of the Offer, which will allow them to influence the outcome of matters submitted for approval of the company`s shareholders. Further some of the company`s Promoters, Directors, Key Managerial Personnel, and members of Senior Management may have interests in the company other than reimbursement of expenses incurred and normal remuneration or benefits.

Any future issuance of Equity Shares, or convertible securities or other equity linked instruments by the company may dilute your shareholding and sale of Equity Shares by the Promoters may adversely affect the trading price of the Equity Shares.

The requirements of being a publicly listed company may strain its resources.

After the Offer, the company`s Equity Shares may experience price and volume fluctuations or an active trading market for its Equity Shares may not develop.

The average cost of acquisition of Equity Shares by the company`s Promoter Selling Shareholders could be lower than the floor price.

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