Online Instruments (India) Limited IPO

01At a glance

What the company does: designs and installs audio-visual systems, unified communications, smart conference rooms, auditoriums, network operations centres and experience centres, under the "Online Instruments" and "Level 3 Audiovisual" names; makes interactive flat-panel displays and LED products under its "LOGIC" brand; has made white-label displays for other brands since November 2025; and makes commercial lighting under "Orange Plus" (AP p.3, AP p.4).

Who pays it: enterprises, banks, hospitals, manufacturers, schools and airports for integration, including Amazon Development Centre (India); two national distributors for LOGIC products (AP p.3). The top five customers were 40.11% of revenue in the nine months to December 2025, and the top ten 58.30% (AP p.5, AP p.13).

Why it is raising money: ₹1,600 million to repay borrowings, ₹3,300 million for working capital, and the rest for unidentified acquisitions and general purposes (AP p.8).

How fast it has grown: revenue from ₹3,359 million in FY23 to ₹5,474 million in FY25; ₹4,662 million in the nine months to December 2025 (AP p.4).

The one thing to understand: a thin-margin integrator that has just borrowed to go abroad. Level 3 Audio Visual, an Arizona company, was bought on 29 December 2025 for ₹1,153.88 million, funded partly by an ₹800 million term loan; with it, integration would have been 83.80% of revenue in the nine months (DRHP p.41, AP p.4).

02The business, in plain words

An AV integrator wins projects to equip corporate offices and public buildings with displays, cameras, microphones, control systems and software, buys the equipment from global brands, installs and programs it, and then supports it. Projects are priced per order and delays can bring penalties.

A technology company fits out a new campus in Bengaluru → it awards the conference-room and auditorium AV package to Online Instruments → the company procures displays, speakers and control systems, installs and commissions them → it is paid on project milestones.

Top ten suppliers were 55.18% of purchases in the nine months to December 2025 (AP p.14). About 92% of revenue was earned in India (AP p.5).

Earnings equation: Profit ≈ project revenue × material margin − installation and overhead cost. Material margin was 24.94% and EBITDA margin 7.16% in the nine months (AP p.11).

03Where the money comes from

Source: AP p.4.

On a pro forma basis including Level 3, revenue would have been ₹8,626 million in FY25 and ₹7,836 million in the nine months to December 2025 (AP p.4).

04The growth record

Source: AP p.10, AP p.11.

Trade receivable days were 119 in FY23, 118 in FY24 and 125 in FY25 (DRHP p.49).

05What the growth is made of

Revenue grew 44.42% in FY25, led by integration and LOGIC products (AP p.4, AP p.11). In the nine months to December 2025, LOGIC revenue slowed to ₹996 million, and EBITDA margin fell back to 7.16% (AP p.4, AP p.11). After the acquisition, Level 3 adds work in the United States, Mexico and France (AP p.4, AP p.5).

06Earnings quality

Operating cash flow was negative in FY23 and in the nine months to December 2025 (AP p.10). Net working capital was 79 days (AP p.12). The auditors have no qualifications that were not given effect in the restated accounts (AP p.15).

07The balance sheet

Source: AP p.10, AP p.11.

Borrowings rose fivefold in nine months, mainly to fund the Level 3 purchase (AP p.10, DRHP p.41).

08What the money is for

Source: AP p.1, AP p.8.

Acquisitions and general purposes are capped at 35% of gross proceeds together, and acquisitions at 25% (AP p.8). A pre-IPO placement of up to ₹1,500 million may reduce the fresh issue (AP p.8).

09Who is selling

Source: AP p.1.

10Promoters

The promoters are Shivanand Mallappa Mahashetti, managing director, and Mahesh Basalingappa Bellad, chairperson and whole-time director, both with the company since incorporation, and Anita Mahesh Bellad and Rajeshwari Shivanand Mahashetti (AP p.7). Shivanand Mahashetti has over 20 years in audio-visual technology (AP p.7). Remuneration to the four promoters as key managerial personnel was ₹60.00 million in FY23 and ₹60.00 million in FY25, our arithmetic (DRHP p.111).

11Who already owns it

Source: AP p.9.

The promoter families own the whole company before the offer (AP p.9).

12What changed just before the IPO

• Acquisition: Level 3 Audio Visual bought for ₹1,153.88 million on 29 December 2025 (DRHP p.41).
• Debt: an ₹800 million term loan taken to part-fund it (DRHP p.41).
• New line: white-label display manufacturing from November 2025 (AP p.4).
• Margins: EBITDA margin down to 7.16% (AP p.11).
• Bonus and split: on December 2, 2025 the company issued two bonus shares for every share held, and on December 8, 2025 each share of ₹100 was split into 50 shares of ₹2 (DRHP p.124, DRHP p.125).
• Public company: the company converted from a private to a public company, with a fresh certificate of incorporation dated January 19, 2026 (DRHP p.3).
• Auditor: the document states there has been no change of statutory auditor in the three years before the filing (DRHP p.116).

13Capacity and expansion

The company manufactures displays and lighting, but its main business, integration, is project-based (AP p.3). Fixed-asset turnover fell from 23.24 times in FY23 to 3.44 in the nine months, not annualised (AP p.12). The proceeds fund working capital, debt and possible acquisitions, not plant (AP p.8).

14Market size and industry structure

The 1Lattice report cited in the offer document puts India's professional AV systems market at ₹581.9 billion in FY25 and projects ₹968.9 billion by FY30 (AP p.7). Those projections are 1Lattice's, and newboard has not tested them.

15Competitive position

What the document claims, and what it rests on:

• Full-stack integration across use cases, and multinational clients (AP p.3).
• Its own display brand, LOGIC (AP p.3).
• A US platform through Level 3 (AP p.4).

Against that: no long-term contracts, rising customer concentration, and non-exclusive distributors for LOGIC (AP p.13, AP p.14).

16Peers the company named

The full peer table was not read for this study. The document's peer P/E range runs from 21.28 to 55.17 (DRHP p.160). For Online Instruments it gives return on net worth of 24.43% for FY25 (AP p.10). No P/E is possible for the company until a price band is set.

17Risks, in plain words

• Integration dependence. Most revenue from AV projects without long-term contracts (AP p.13).
• Customer concentration. Top ten customers were 58.30% of revenue (AP p.13).
• Project delays. Liquidated damages and cost overruns (AP p.13).
• Distributors. LOGIC is sold through non-exclusive distributors (AP p.14).
• Suppliers. Top ten suppliers were 55% of purchases (AP p.14).
• Acquisition. Integrating a US business funded with debt (DRHP p.41).

18Litigation and regulatory matters

Source: AP p.16.

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:

• Level 3's own profit and what the company paid relative to it, in the pages read.
• What the ₹344 million of tax claims concern.
• The order book for integration projects, in the pages read.
• The peer names, in the pages read.
• The price band, lot size or issue dates, which is normal at DRHP stage.

21Five questions for management

1. What did Level 3 earn in its last full year, and what multiple did the ₹1,154 million price represent?
2. Why did operating cash flow turn negative in the nine months to December 2025?
3. What do the eight tax proceedings worth ₹344 million concern?
4. Which acquisitions are being considered with the proceeds?
5. Why did LOGIC revenue slow in FY26?

2Sources and cited facts

This study was read from 2 documents the company filed. The 59 figures it cites are listed under the document each came from, with the page and the sentence as printed.