Intellius Recode Limited IPO

01At a glance

What the company does: provides technology consulting, data and analytics, robotic process automation, integration and development, quality assurance and digital commerce, and is developing AI-enabled "digital workers", software meant to perform defined business roles (AP p.3).

Who pays it: more than 25 enterprise clients in chemicals, logistics, retail, medical equipment and consumer goods; the United States provided 98.85% of revenue in the six months to September 2025, through the US subsidiary Intellius Recode Solutions, Inc. (AP p.3, AP p.8). The top five customers were 72.95% of revenue (AP p.4).

Why it is raising money: ₹431.33 million to develop digital workers, ₹384.81 million for sub-contracting fees on that development, and the rest for general purposes (AP p.5).

How fast it has grown: it has not, lately: revenue was ₹695.60 million in FY23, ₹798.79 million in FY24, ₹707.90 million in FY25 and ₹290.17 million in the six months to September 2025 (AP p.7).

The one thing to understand: the money is for a product line that does not yet show up in revenue. The service-line table assigns all revenue in every period to technology consulting, and the document says 100% of FY25 revenue came from technology consulting (AP p.3, AP p.4, AP p.8).

02The business, in plain words

An IT consultancy places teams, in India and through subcontractors, on projects for large companies, building data pipelines, automating routine processes, testing software, and bills by the project or the hour. Here, almost all revenue is earned through the US subsidiary (AP p.8).

A US chemicals company wants its reporting automated → it contracts with the US subsidiary → the company's teams and subcontractors do the work → the client pays in dollars.

The offer is made under Regulation 6(2) of the SEBI rules because the company does not meet the requirements of Regulation 6(1)(a) and 6(1)(b) (AP p.1).

Earnings equation: Profit ≈ billable work × rate − staff and subcontractor cost. EBITDA margin was 14.55% in the six months to September 2025 (AP p.7).

03Where the money comes from

Source: AP p.3, AP p.4. The fourth row combines two service lines (our arithmetic). H1 FY26 is six months.

Source: AP p.4, AP p.8.

04The growth record

Source: AP p.7. H1 FY26 is six months.

05What the growth is made of

A shift in mix inside a shrinking total. Data and analytics grew from ₹89 million in FY23 to ₹247 million in FY25, while digital commerce fell from ₹160 million to ₹36 million in FY25 and ₹0.85 million in the six months (AP p.3, AP p.4). Six-month revenue to September 2025 was 41% of FY25's (our arithmetic, AP p.7).

06Earnings quality

Days sales outstanding rose from 73 in FY23 to 121 in the six months, and days payable from 63 to 213 (AP p.8). The document gives days sales outstanding of 73 in FY23, 74 in FY24, 109 in FY25 and 121 in the six months to September 2025 (DRHP p.50).

Net worth rose only ₹1.44 million in FY24 although profit was ₹92.46 million, and financing cash outflow that year was ₹112.94 million (our arithmetic, AP p.7); the pages read do not say where the money went. The KPI table gives net debt to equity of 2.10 for FY23, a year the summary shows no borrowings (AP p.7, AP p.8).

The statutory auditors included CARO remarks and an emphasis of matter on the basis of preparation (AP p.10, DRHP p.57). The company reports past delays, incorrect filings and non-compliance under foreign-exchange rules (FEMA) in issuing and transferring shares to non-residents (DRHP p.33).

07The balance sheet

Source: AP p.7.

Share capital rose from ₹1.00 million to ₹91.00 million in the six months to September 2025 (AP p.7). The company has 788,174 compulsorily convertible preference shares outstanding (AP p.6).

08What the money is for

Source: AP p.5.

The two named objects total ₹816.14 million (our arithmetic), more than the company's total revenue in FY25. The fresh issue is up to ₹1,170.00 million (DRHP p.3).

09Who is selling

Source: AP p.1, AP p.9.

10Promoters

The promoters are ReCode Solutions Inc., a Texas corporation based in Houston, and two individuals, Prasanna Srinivasan Ramaswamy and Sivathanupillai Adhikesaven Nadarajapillai, whose shares are held as nominees of ReCode Solutions (AP p.5, AP p.9). Prasanna Srinivasan Ramaswamy, chairman and a non-executive director, is a chartered accountant and has been with the company since incorporation (AP p.5). The managing director is Pradeep Jeyaraj (AP p.10).

11Who already owns it

Source: AP p.6. Shares are on a fully diluted basis. The document names the last of these as Subkam Ventures (I) Private Limited, and lists Siddharth Iyer at 1.07% (DRHP p.102).

12What changed just before the IPO

• Revenue: down 11% in FY25 (our arithmetic, AP p.7).
• Share capital: up from ₹1 million to ₹91 million (AP p.7).
• Borrowings: from nil in March 2023 to ₹83 million (AP p.7).
• Payables: days payable up to 213 (AP p.8).
• Bonus issues: 90 shares for each share held in September 2025, and 1 for every 10 held in November 2025, the second of which was the last allotment of equity shares before the offer, at nil consideration (DRHP p.106).
• Company form: the company became a public limited company in September 2025 (DRHP p.3).

13Capacity and expansion

Capacity is people and subcontractors; the company lists no manufacturing facilities (AP p.4). The proceeds fund product development, with ₹384.81 million going to subcontractors (AP p.5).

14Market size and industry structure

The Frost & Sullivan report cited in the offer document estimates global IT services spending at about $1.412 trillion in 2024 and projects $2.131 trillion by 2030 (AP p.5). Those projections are Frost & Sullivan's, and newboard has not tested them.

15Competitive position

What the document claims, and what it rests on:

• A portfolio of AI-led platforms and assets, in the company's words (AP p.4).
• Enterprise clients in regulated and process-heavy industries (AP p.3).

Against that: falling revenue, a few clients in one country, one subsidiary holding the contracts, and no revenue yet shown from the product the proceeds fund (AP p.4, AP p.8).

16Peers the company named

Source: DRHP p.160, AP p.7. Peer P/E uses prices on 28 February 2026. The document says no listed company in India or abroad has a similar business model, and also lists NICE and C3.ai (DRHP p.160).

No P/E is possible for the company until a price band is set.

17Risks, in plain words

• One subsidiary, one country. Almost all revenue through the US subsidiary (AP p.8).
• One vertical. All FY25 revenue from technology consulting (AP p.8).
• Customers. Five customers were 73% of recent revenue, without long-term contracts with all of them (AP p.4, AP p.8).
• Suppliers. Dependence on the top ten suppliers (AP p.8).
• Compliance. Past FEMA non-compliance (AP p.8, DRHP p.33).
• Execution. Proceeds go to a product without a revenue record (AP p.5).

18Litigation and regulatory matters

Source: AP p.10. No other proceedings are listed against the company, promoters, directors or subsidiary (AP p.10, AP p.11).

19Related-party transactions

Not read in detail for this study.

20What the offer document does not say

In the sections read for this study, the document does not give:

• Revenue from digital workers, if any, as a separate figure.
• Who the subcontractors for the ₹385 million are, in the pages read.
• Where the FY24 profit went, given net worth barely rose, in the pages read.
• What the FEMA non-compliances were in detail, in the pages read.
• The price band, lot size or issue dates, which is normal at DRHP stage.

21Five questions for management

1. How much revenue have digital workers earned so far, and from which clients?
2. Why did revenue fall in FY25 and the first half of FY26?
3. Who will do the sub-contracted development work, and are any of them related to the promoter?
4. What was paid out in FY24, and to whom?
5. What FEMA filings were late or wrong, and have penalties been paid?

2Sources and cited facts

This study was read from 2 documents the company filed. The 48 figures it cites are listed under the document each came from, with the page and the sentence as printed.