Omnitech Engg. IPO

Objects of the Offer

• Capitalize on growth in the precision engineering sector and deepen our presence across key end-user industries.

• Expand our geographical reach.

• Augmenting our capacity in line with our expected business growth.

• We plan our capacity requirements around a wide array of parameters including.

• Inorganic acquisition for improving our manufacturing capabilities, deepening our presence in our end-user industries and targeting customers in existing and new geographies.

• Further improve our financial profile.

• Strong relationships with marquee customers spread across a wide array of end-user industries, with stringent qualification processes.

• Our global delivery model, built on our supply chain expertise, effectively supports our export-driven operations.

• Operations supported by our manufacturing facilities, offering scale, flexibility and locational advantage.

• A diversified product portfolio enabled by product development capabilities.

• Experienced promoter and management team with strong domain expertise.

• Track record of financial performance and consistent growth.

• The company generate significant revenue from its top 10 customers, and in Fiscals 2025, 2024 and 2023, the company`s revenue from top 10 customers were 47.87%, 61.27% and 68.88%, respectively, of its revenue from sale of products and services. The loss of such customers or a significant reduction in the company`s revenue from such customers will have a material adverse impact on its business.

• The company`s revenue from operations outside India constituted 74.95%, 72.97% and 75.12% of its total revenue from operations in Fiscals 2025, 2024 and 2023, respectively. The company`s inability to operate or expand its business in such countries, or any adverse changes in the conditions affecting these markets, could adversely impact the company`s business, financial condition, results of operations, cash flows, and future growth prospects.

• The company`s business operations require significant working capital and any failures on its part to effectively manage the company`s working capital requirements may require the company to raise additional financing and any inability to do that may result in an adverse effect on its business, revenue from manufacturing operations and financial condition.

• The company cater to diverse end use industries and customers in the energy, motion control and automation, industrial equipment systems and others, with a large part of its Order Book being from customers in the energy segment. Any slowdown in these end use industries in particular the energy segment could have an adverse effect on its business, revenue from sale of products and services and financial conditions.

• The company`s inability to collect receivables and defaults in payment from its customers could result in the reduction of the company`s profits and affect its cash flows.

• The company`s Order Book is not necessarily indicative of future growth. Further, some of the orders that constitute the company`s current Order Book could be cancelled, put in abeyance, delayed, or not paid for by its customers, or indicated commitment from customers may not materialise, which could adversely affect its financial condition.

• The company is completely reliant on third-party logistics service providers for transport of input materials and finished products and in Fiscal 2025, Fiscal 2024 and Fiscal 2023, the company`s total expense towards transportation, freight and forwarding constituted 3.69%, 2.90%, and 3.88%, of its total expenses.

• The company relies on limited number of suppliers for its material requirements which constitutes a significant part of the company`s total expenses. Any increase in the prices, availability and quality of materials or loss of these suppliers could adversely affect its reputation, business, results from operations, financial conditions and cash flows.

• The cmpany imported 42.21%, 8.04% and 4.30% of its materials purchased during Fiscals 2025, 2024 and 2023, respectively, and any restriction or embargo on the sourcing of materials from certain countries could adversely affect the company`s business and financial condition.

• The company`s business is dependent on and will continue to depend on its Manufacturing Facilities and any underutilization of the company`s manufacturing capacities could have an adverse effect on its business, future prospects and future financial performance.

• The company`s manufacturing operations including its Upcoming Facility and Proposed Facilities are located in Rajkot, Gujarat, which exposes the company to risks associated with geographic concentration. Any disruption at this location could adversely affect its business operations.

• The company`s future success will develop on its ability to identify market trends and meeting evolving customer demands, while keeping up with technological advances and effectively integrating new technologies into the company`s products. If the company is unable to do so, our sales volumes, business and results of operations would be adversely affected.

• The company is subject to certain risks in the company`s manufacturing process due to the usage of heavy machinery in the company`s manufacturing operations. Any slowdown or shutdown in its manufacturing operations or strikes or work stoppages could have an adverse effect on the company`s business, cash flows, financial condition and results of operations.

• There have been certain delays in payment of statutory dues in the past. Any delay in payment of statutory dues in future, may result in the imposition of penalties and in turn may have an adverse effect on its business, financial condition, results of operation and cash flows.

• The company is subject to high quality standards by its customers and any failures to meet such quality standards may lead to cancellation of existing and future orders and have an adverse impact on the company`s business operations. Further, certain contracts with our customers typically include provisions for liquidated damages which if invoked, could have an adverse effect on its business, result of operations and financial condition.

• The company is dependents on its Promoters, Key Managerial Personnel, and members of Senior Management team. Failures to retain or replace them will adversely affect its business.

• The Company has in the past entered into related party transactions and may continue to do so in the future and the company cannot assure you that the company could not have achieved more favourable terms if such transactions had not been entered into with related parties and that such transactions will not have an adverse effect on its financial conditions and result of operations.

• The company has not yet placed orders in relation to the capital expenditure for the purchase of equipment and machinery, building works, solar rooftop panels, and transport vehicles which are proposed to be funded out of the Net Proceeds. If there is any delay in placing the orders, or in the event the vendor is not able to provide the equipment in a timely manner, or at all, it may result in time and cost overruns, or may adversely impact its proposed schedule of implementation for Setting up Proposed Facility 1 and / or Proposed Facility 2, and the company`s business, prospects, results of operations and growth strategies may be adversely affected.

• Failures to keep technical knowledge confidential could erode the company`s competitive advantage. Further, failures to keep confidential information provided to the company by its customers, as confidential, could result in a breach of agreement executed with the company`s customers and could have monetary implications and cause the company reputational harm.

• A significant proportion of its revenue and materials purchased are denominated in foreign currencies. As a result, adverse foreign currency exchange rate fluctuations could adversely impact the company`s business, results of operation and financial condition.

• The company`s success depends on its continuing relationship with the company`s customers and majority of its customers are repeat customers. Loss of one or more of the company`s customers or reduction in their demand for its offerings could adversely affect the company`s business, results of operation and financial conditions.

• The company operates in a highly competitive environment in both, Indian and overseas markets. Competition from existing players and new entrants and consequent pricing pressures and its inability to compete effectively could have a material adverse effect on the company`s operating margins, business growth and prospects, financial condition and results of operations and may lead to a lower market share.

• Inability to obtain or protect its intellectual property rights may adversely affect the company`s reputation and its business.

• There are certain outstanding legal proceedings involving the Company and certain of its Directors, which, if determined against the Company or the relevant Directors, could have a material adverse effect on its business, cash flows, financial condition and results of operations.

• The company faces certain risks that are specific to the precision engineering industry in India. If some or all of these materialise it could have a material adverse effect on its business, results of operations and financial condition.

• Any failures to obtain, renew and maintain requisite statutory and regulatory permits, licenses and approvals for its operations from time to time may adversely affect the company`s business.

• Health, safety and environmental matters, including compliance with environmental laws and remediation of contamination, could result in substantially increased liabilities, capital requirements and operating costs.

• In the event its contingent liabilities and capital commitments materialize, the company`s financial condition and profitability may be adversely affected.

• The company has indebtedness which requires cash flows to service and limits its ability to operate freely. Any breach of terms under the company`s financing arrangements or its inability to comply with repayment and other covenants in the financing agreements could adversely affect the company`s business, financial condition, cash flows and credit rating.

• One of its Subsidiaries, Novatro Techsolutions Private Limited, have incurred losses in Fiscal 2025. Any losses incurred by any of the company`s Subsidiaries in the future could have an adverse impact on its performance, on a consolidated basis.

• The company has availed unsecured loans from its Promoters and certain members of the company`s Promoter Group which may be recalled at any time.

• The company may not be able to secure additional funding in the future. If the company is unable to obtain sufficient funding, it may delay its growth plans and have a material adverse effect the company`s business, cash flows and financial condition.

• Any downgrading of its credit rating may increase interest rates for the company`s future borrowings, which would increase its cost of borrowings, and adversely affect the company`s ability to borrow on a competitive basis.

• The company`s operations are reliant on human resources, and its employee benefit expenses form a significant part of the company`s overall expenses. Any disruption in steady and regular supply of workforce for its operations or the company`s inability to manage its employee benefit expenses could have an adverse impact on the company`s business operations and financial conditions.

• The company`s future success will depend on its ability to effectively implement the company`s business and growth strategies.The company`s failure in effectively implementing its business and growth strategies may adversely affect the company`s results of operations.

• The Company is entering new segments which require the company to build capabilities including fabrication and robotics in which the company has limited experience.

• The company has dues which are outstanding to its creditors. Any failures in payment of these dues may have a material adverse effect on its reputation, business and financial condition.

• Tariffs or other anti-outsourcing legislation may adversely affect its pricing and volume of work and have an overall negative impact on the company`s business, financial condition and results of operations.

• The company tracks certain operational metrics with internal systems and tools. Certain of its operational metrics are subject to inherent challenges in measurement which may adversely affect the company`s business and reputation.

• Conflicts of interest may arise out of common pursuit between the Company and our Subsidiaries.

• The company has significant power, fuel and water requirements and any disruption to electrical power, fuel or water sources could increase its production costs and adversely affect the company`s results of operations.

• All of its directors including the company`s independent directors do not have any experience of being a director in a listed company. This may require them to divert their attention from its business concerns to understand the detailed operations of a listed company.

• One of the company`s Promoters i.e., Udaykumar Arunkumar Parekh, who is also the Selling Shareholder, has subscribed to, and purchased, Equity Shares, at a price which could be below the Offer Price. The average cost of acquisition of Equity Shares by its Promoters could also be lower than the Offer Price. The Equity Shares issued by the Company during the last 1 year could also be lower than the Offer Price.

• The company`s Promoters and Promoter Group will, even after the completion of the Offer, continue to be its largest Shareholders and can influence the outcome of resolutions, which may potentially involve conflict of interest with the other Shareholders.

• Inability to maintain adequate internal controls may affect its ability to effectively manage the company`s operations which may adversely affect its business operations.

• The company`s Promoters and some of its Directors and Key Managerial Personnel and Senior Management have interests in the Company other than reimbursement of expenses incurred and normal remuneration or benefits.

• The company has leased the properties on which the company`s Registered and Corporate Office and its Upcoming Facility are situated. There can be no assurance that the lease, and, or license agreements will be renewed upon termination or that the company will be able to obtain other premises on lease on same or similar commercial terms.

• An inability to maintain adequate insurance cover in connection with the company`s business may adversely affect its operations and profitability.

• The company has incurred negative net cash flows from operating activities in Fiscal 2025. Negative net cash flows from operating activities in the future could have an adverse impact on its growth prospectus.

• The company will not receive any proceeds from the Offer for Sale. The Promoter Selling Shareholder will receive the net proceeds from the Offer for Sale.

• Any variation in the utilisation of proceeds from the Fresh Issue shall be subject to applicable law.

• The Company has not paid dividends in the last 3 Fiscals and during the current Fiscal. There can be no assurance that the Company will be in a position to pay dividends in the future.

• Regulatory or legislative developments regarding privacy and data security matters could adversely affect its ability to conduct the company`s business and impact its financial condition.

• The objects of the Offer for which funds are being raised have not been appraised by any bank or financial institution and are based on management estimates. Any revision in the estimates may require the company to reschedule its expenditure and may have a bearing on the company`s expected revenues and earnings. Further, if there are any delays or cost overruns, the company`s business, financial condition and results of operations may be adversely affected.

• This Draft Red Herring Prospectus contains information from an industry report prepared by ICRA commissioned and paid for by the company exclusively in connection with the Offer. There can be no assurance that such third-party, statistical, financial and other industry information is either complete or accurate.

• Certain non-GAAP financial measures and certain other statistical information relating to the company`s operations and financial performance like Earnings before Interest, Taxes, Depreciation and Amortization Expenses (EBITDA), EBITDA Margin, Profit After Tax (PAT) Margin, Return on Capital Employed, Return on Equity, Net Debt to Equity, Net Debt to EBITDA, Net Fixed Assets Turnover Ratio, Net Working Capital and Net Working Capital Turnover Ratio 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.

• The company generates significant revenue from its top 10 customers, and in the 6 months ended September 30, 2025, Fiscals 2025, 2024 and 2023, the company`s revenue from top 10 customers were 56.04%, 47.87%, 61.27% and 68.88%, respectively, of the company`s revenue from sale of products and services. The loss of such customers or a significant reduction in the company`s revenue from such customers will have a material adverse impact on the company`s business.

• Tariffs or other anti-outsourcing legislation may adversely affect its pricing and volume of work and have an overall negative impact on the company`s business, financial condition and results of operations.

• The company`s Order Book is not necessarily indicative of future growth. Further, some of the orders that constitute its current Order Book could be cancelled, put in abeyance, delayed, or not paid for by the company`s customers, or indicated commitment from customers may not materialise, which could adversely affect its financial condition.

• The company`s manufacturing operations including its Proposed Facilities are located in Rajkot, Gujarat, which exposes the company to risks associated with geographic concentration. Any disruption at this location could adversely affect its business operations.

• Any downgrading of the company`s credit rating may increase interest rates for its future borrowings, which would increase the company`s cost of borrowings, and adversely affect its ability to borrow on a competitive basis.

• The company has not yet placed orders in relation to the capital expenditure for the purchase of equipment and machinery, building works, solar rooftop panels, and transport vehicles which are proposed to be funded out of the Net Proceeds. If there is any delay in placing the orders, or in the event the vendor is not able to provide the equipment in a timely manner, or at all, it may result in time and cost overruns, or may adversely impact the company`s proposed schedule of implementation for Setting up Proposed Facility 1 and / or Proposed Facility 2, and the company`s business, prospects, results of operations and growth strategies may be adversely affected.

• The company has indebtedness which requires cash flows to service and limits its ability to operate freely. Any breach of terms under the company`s financing arrangements or the company`s inability to comply with repayment and other covenants in the financing agreements could adversely affect its business, financial condition, cash flows and credit rating.

• A significant proportion of the company`s revenue and materials purchased are denominated in foreign currencies. As a result, adverse foreign currency exchange rate fluctuations could adversely impact its business, results of operation and financial condition.

• The company has availed unsecured loans from one of the company`s Promoters and one of the members of its Promoter Group which may be recalled at any time.

• The Company is entering new segments which require the company to build capabilities including fabrication and robotics in which the company has limited experience.

• The company has incurred negative net cash flows from operating activities in Fiscal 2025. Negative net cash flows from operating activities in the future could have an adverse impact on the company`s growth prospectus.

• One of the company`s Promoters i.e., Udaykumar Arunkumar Parekh, who is also the Selling Shareholder, has subscribed to, and purchased, Equity Shares, at a price which could be below the Offer Price. The average cost of acquisition of Equity Shares by the company`s Promoters could also be lower than the Offer Price. The Equity Shares issued by the Company during the last 1 year could also be lower than the Offer Price.

• The objects of the Offer for which funds are being raised have not been appraised by any bank or financial institution and are based on management estimates. Any revision in the estimates may require the company to reschedule its expenditure and may have a bearing on the company`s expected revenues and earnings. Further, if there are any delays or cost overruns, the company`s business, financial condition and results of operations may be adversely affected.

• The company`s operations are reliant on human resources, and the company`s employee benefit expenses form a significant part of the company`s overall expenses. Any disruption in steady and regular supply of workforce for the company`s operations or the company`s inability to manage its employee benefit expenses could have an adverse impact on the company`s business operations and financial conditions.

• The company has leased the properties on which its Registered and Corporate Office and the company`s Existing Facility 3 are situated. There can be no assurance that the lease, and, or license agreements will be renewed upon termination or that the company will be able to obtain other premises on lease on same or similar commercial terms.

• The company`s revenue from operations outside India constituted 78.98%, 74.95%, 72.97% and 75.12% of the company`s total revenue from operations in the 6 months ended September 30, 2025, Fiscals 2025, 2024 and 2023, respectively. The company`s inability to operate or expand its business in such countries, or any adverse changes in the conditions affecting these markets, could adversely impact the company`s business, financial condition, results of operations, cash flows, and future growth prospects.

• The company`s business operations require significant working capital and any failures on the company`s part to effectively manage its working capital requirements may require the company to raise additional financing and any inability to do that may result in an adverse effect on the company`s business, revenue from manufacturing operations and financial condition.

• The company caters to diverse end use industries and customers in the energy, motion control and automation, industrial equipment systems and others, with a large part of the company`s Order Book being from customers in the energy segment. Any slowdown in these end use industries in particular the energy segment could have an adverse effect on the company`s business, revenue from sale of products and services and financial conditions.

• The company`s inability to collect receivables and defaults in payment from its customers could result in the reduction of the company`s profits and affect its cash flows.

• The company is completely reliant on third-party logistics service providers for transport of input materials and finished products and in the 6 months ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, the company`s total expense towards transportation, freight and forwarding constituted 3.42%, 3.69%, 2.90%, and 3.88%, of the company`s total expenses. Any discontinuance or disruption in services of thirdparty logistics services for a reasonable length of time and, if the company is unable to obtain the services of other service providers, then the company`s business operations and financial condition may be adversely impacted.

• The company relies on limited number of suppliers for the company`s material requirements which constitutes a significant part of its total expenses. Any increase in the prices, availability and quality of materials or loss of these suppliers could adversely affect the company`s reputation, business, results from operations, financial conditions and cash flows.

• The company importeds 37.29%, 42.21%, 8.04% and 4.30% of the company`s materials purchased during the 6 months ended September 30, 2025, Fiscals 2025, 2024 and 2023, respectively, and any restriction or embargo on the sourcing of materials from certain countries could adversely affect its business and financial condition.

• The company`s business is dependent on and will continue to depend on the company`s Manufacturing Facilities and any underutilization of its manufacturing capacities could have an adverse effect on the company`s business, future prospects and future financial performance.

• The company`s future success will develop on the company`s ability to identify market trends and meeting evolving customer demands, while keeping up with technological advances and effectively integrating new technologies into the company`s products. If the company is unable to do so, the company`s sales volumes, business and results of operations would be adversely affected.

• The company is subject to certain risks in our manufacturing process due to the usage of heavy machinery in the company`s manufacturing operations. Any slowdown or shutdown in the company`s manufacturing operations or strikes or work stoppages could have an adverse effect on the company`s business, cash flows, financial condition and results of operations.

• There have been certain delays in payment of statutory dues in the past. Any delay in payment of statutory dues in future, may result in the imposition of penalties and in turn may have an adverse effect on the company`s business, financial condition, results of operation and cash flows.

• The company is subject to high quality standards by the company`s customers and any failures to meet such quality standards may lead to cancellation of existing and future orders and have an adverse impact on the company`s business operations. Further, certain contracts with its customers typically include provisions for liquidated damages which if invoked, could have an adverse effect on the company`s business, result of operations and financial condition.

• The company is dependents on the company`s Promoters, Key Managerial Personnel, and members of Senior Management team. Failures to retain or replace them will adversely affect its business.

• The Company has in the past entered into related party transactions and may continue to do so in the future and the company cannot assure you that we could not have achieved more favourable terms if such transactions had not been entered into with related parties and that such transactions will not have an adverse effect on the company`s financial conditions and result of operations.

• Failures to keep technical knowledge confidential could erode the company`s competitive advantage. Further, failures to keep confidential information provided to the company by the company`s customers, as confidential, could result in a breach of agreement executed with its customers and could have monetary implications and cause the company reputational harm.

• The company`s success depends on the company`s continuing relationship with its customers and majority of the company`s customers are repeat customers. Loss of one or more of the company`s customers or reduction in their demand for the company`s offerings could adversely affect its business, results of operation and financial conditions.

• The company operates in a highly competitive environment in both, Indian and overseas markets. Competition from existing players and new entrants and consequent pricing pressures and the company`s inability to compete effectively could have a material adverse effect on the company`s operating margins, business growth and prospects, financial condition and results of operations and may lead to a lower market share.

• Inability to obtain or protect the company`s intellectual property rights may adversely affect its reputation and the company`s business.

• There are certain outstanding legal proceedings involving the Company and certain of our Directors, which, if determined against the Company or the relevant Directors, could have a material adverse effect on the company`s business, cash flows, financial condition and results of operations.

• The company faces certain risks that are specific to the precision engineering industry in India. If some or all of these materialise it could have a material adverse effect on the company`s business, results of operations and financial condition.

• Any failures to obtain, renew and maintain requisite statutory and regulatory permits, licenses and approvals for the company`s operations from time to time may adversely affect its business.

• Health, safety and environmental matters, including compliance with environmental laws and remediation of contamination, could result in substantially increased liabilities, capital requirements and operating costs.

• In the event the company`s contingent liabilities and capital commitments materialize, the company`s financial condition and profitability may be adversely affected.

• The company is dependents on information technology in monitoring and optimising its manufacturing activities. Any failures of the company`s information technology systems may result in lower revenue, higher costs and would adversely affect its business and results of operations.

• The company`s receive certain export incentives under the Duty Drawback Scheme under the Customs Act, 1962 and Remission of Duties and Taxes on Export Products Scheme under The Foreign Trade (Development and Regulation) Act, 1992 (read with Foreign Trade Policy 2023). There can be no assurance that the company will receive similar benefits in the future, the unavailability of which may adversely impact its business, results of operations, financial conditions and cash flows.

• One of the company`s Subsidiaries, Novatro Techsolutions Private Limited, have incurred losses in Fiscal 2025 and during the 6 months ended September 30, 2025. Any losses incurred by any of the company`s Subsidiaries in the future could have an adverse impact on the company`s performance, on a consolidated basis.

• The company may not be able to secure additional funding in the future. If the company is unable to obtain sufficient funding, it may delay its growth plans and have a material adverse effect the company`s business, cash flows and financial condition.

• The company`s future success will depend on the company`s ability to effectively implement its business and growth strategies. The company`s failures in effectively implementing its business and growth strategies may adversely affect its results of operations.

• The company has dues which are outstanding to the company`s creditors. Any failures in payment of these dues may have a material adverse effect on the company`s reputation, business and financial condition.

• The company tracks certain operational metrics with internal systems and tools. Certain of the company`s operational metrics are subject to inherent challenges in measurement which may adversely affect its business and reputation.

• The company has significant power, fuel and water requirements and any disruption to electrical power, fuel or water sources could increase its production costs and adversely affect the company`s results of operations.

• All of the company`s directors including its independent directors do not have any experience of being a director in a listed company. This may require them to divert their attention from our business concerns to understand the detailed operations of a listed company.

• The company`s Promoters and Promoter Group will, even after the completion of the Offer, continue to be the company`s largest Shareholders and can influence the outcome of resolutions, which may potentially involve conflict of interest with the other Shareholders.

• Inability to maintain adequate internal controls may affect its ability to effectively manage the company`s operations which may adversely affect its business operations.

• The company`s Promoters and some of the company`s Directors and Key Managerial Personnel and Senior Management have interests in the Company other than reimbursement of expenses incurred and normal remuneration or benefits.

• An inability to maintain adequate insurance cover in connection with the company`s business may adversely affect its operations and profitability.

• The company will not receive any proceeds from the Offer for Sale. The Promoter Selling Shareholder will receive the net proceeds from the Offer for Sale.

• Any variation in the utilisation of proceeds from the Fresh Issue shall be subject to applicable law.

• The Company has not paid dividends in the 6 months ended September 30, 2025, the last 3 Fiscals and during the current Fiscal. There can be no assurance that the Company will be in a position to pay dividends in the future.

• Regulatory or legislative developments regarding privacy and data security matters could adversely affect its ability to conduct its business and impact the company`s financial condition.

• This Red Herring Prospectus contains information from an industry report prepared by ICRA commissioned and paid for by the company exclusively in connection with the Offer. There can be no assurance that such third-party, statistical, financial and other industry information is either complete or accurate.

• Certain non-GAAP financial measures and certain other statistical information relating to the company`s operations and financial performance like Earnings before Interest, Taxes, Depreciation and Amortization Expenses (EBITDA), EBITDA Margin, Profit After Tax (PAT) Margin, Return on Capital Employed, Return on Equity, Net Debt to Equity, Net Debt to EBITDA, Net Fixed Assets Turnover Ratio, Net Working Capital and Net Working Capital Turnover Ratio 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.