Itwings Infosystem Limited IPO

01At a glance

What the company does: supplies, installs and integrates servers, storage, networking, surveillance and data centre equipment bought from original equipment makers, and adds cloud services, manpower and managed IT services on top; IT infrastructure work was 91.81% of FY26 revenue (DRHP p.210, DRHP p.216, DRHP p.30).

Who pays it: 12 customers in FY26, 5 in FY25 and 5 in FY24 (DRHP p.230). The customer list in the concentration table is not named, but the sample of completed projects names RailTel Corporation of India Ltd on 13 of 21 projects, and also Hitachi System India Private Limited, NF Infratech Service Private Limited, NEC Technologies India Pvt. Ltd. and Container Corporation of India Ltd (DRHP p.217, DRHP p.218). Public sector undertakings brought 24.91% of FY26 revenue and private sector buyers 75.09% (DRHP p.28).

Why it is raising money: ₹21.3 crore of the fresh issue is for servers, storage, network, security and AI equipment for its cloud set-up and ₹20.0 crore for working capital; the general corporate purposes amount is left blank (DRHP p.101). There is no offer for sale (DRHP p.1).

How fast it has grown: revenue from ₹42.1 crore in FY24 to ₹179.5 crore in FY26, about 106.5% a year, and profit after tax from ₹1.7 crore to ₹19.6 crore, about 238.4% a year (our arithmetic, DRHP p.65).

The one thing to understand: the business rests on very few counterparties on both sides. In FY26 the top five customers were 86.62% of revenue and the top ten 99.50% (DRHP p.29), and in FY24 and FY25 the largest supplier was Niveshan Technologies India Private Limited, a company owned by the four promoters, which supplied ₹58.8 crore in FY25 against the company's purchases of ₹129.0 crore (DRHP p.69, DRHP p.33, DRHP p.282).

02The business, in plain words

What ITWings Infosystem does

ITWings Infosystem is a systems integrator. A government body, a public sector company or a private firm needs a data centre fitted out, a network upgraded, a command room built with video walls and cameras, or engineers stationed on site to run its IT. The company bids for the work, buys the hardware and software from original equipment makers and their distributors, installs and configures it, and in some contracts runs and maintains it afterwards (DRHP p.213, DRHP p.214, DRHP p.221). It also offers cloud capacity as a service (infrastructure, platform, software and data centre space) and a 24x7 network operations centre (DRHP p.215).

A public sector body, a large IT contractor or a private company publishes a tender or asks for a proposal → the company prepares the bill of quantities, buys the servers, storage, switches, firewalls and software from OEMs and distributors → it delivers and installs them, often straight to the client site, then tests, commissions and in some cases operates them → it invoices on milestones, for government work through the GeM portal, and is paid when the client approves (DRHP p.221, DRHP p.222, DRHP p.223).

It was incorporated in Noida in 2013 as ITWings Infosystem Private Limited and became a public company on May 20, 2026 (DRHP p.2). It owns no immovable property: the registered office in Noida, the corporate office in Badarpur, South Delhi, a warehouse in Manesar, a branch office in Gurgaon and a guest house in New Delhi are all leased or rented (DRHP p.233, DRHP p.322). The corporate office alone costs ₹10,30,400 a month (DRHP p.233). It has no subsidiary, associate or joint venture (DRHP p.248).

It had 164 employees on its payroll at August 31, 2026, of whom 136 worked on projects (DRHP p.229). It holds ISO 9001, ISO 20000-1 and ISO 27001 certificates, all issued on August 12, 2021 and valid to August 11, 2027 (DRHP p.354). It reports having completed about 148 projects (DRHP p.211). It bid for 9 tenders in FY26 and won 6, 13 in FY25 and won 9, and 9 in FY24 and won 5 (DRHP p.230).

The document describes the company as being in the "trading and service sector" and says capacity and utilisation do not apply (DRHP p.231). Its plant and machinery is a cloud set-up worth ₹12.1 crore at cost, added in FY25 (DRHP p.307).

Earnings equation: Revenue = orders executed during the year, which the company reports in rupees as part of its order-book movement: opening order book plus new orders received less the closing order book. In FY26 the opening book was ₹96.8 crore, new orders ₹187.0 crore, orders executed ₹179.5 crore, equal to revenue, and the closing book ₹104.3 crore (DRHP p.107). The document gives no physical unit, such as racks, servers or seats, so there is no volume and price split.

03Where the money comes from

By line of business, by type of buyer and by state the document gives:

Source: DRHP p.30, DRHP p.28. In rupees, IT infrastructure solutions were ₹164.8 crore of FY26 revenue, flexible consumption (cloud services and deployed manpower) ₹13.9 crore and managed IT and operations ₹0.83 crore (DRHP p.216). Haryana and Delhi together were 88.32% of FY26 revenue, so 88.3% rounded (DRHP p.30). The rest came from Telangana ₹10.8 crore, Maharashtra ₹5.5 crore, Tamil Nadu ₹3.2 crore and Andhra Pradesh ₹1.4 crore (DRHP p.216). All revenue is domestic; there are no exports (DRHP p.312).

The mix moved sharply in FY26: public sector revenue fell from ₹112.0 crore to ₹44.7 crore and private sector revenue rose from ₹30.9 crore to ₹134.8 crore (DRHP p.28). Repeat customers brought ₹102.8 crore and new customers ₹76.7 crore of FY26 revenue (DRHP p.230).

ITWings Infosystem customers: how concentrated the revenue is

Source: DRHP p.29, DRHP p.230. Revenue depends on a few customers in every year. In FY24 and FY25 the company had five customers in all and one of them took about four fifths of revenue; in FY26 the largest customer was 27.09% of revenue, so 27.1% rounded, the top five 86.62%, so 86.6% rounded, and the top ten 99.50%, so 99.5% rounded (DRHP p.29). The second and third customers in FY26 were 24.79% and 24.78% (DRHP p.224, DRHP p.225).

Read from the filing: the FY26 largest customer's revenue of ₹48.6 crore matches exactly the work executed so far on the Hitachi Systems India Private Limited contract for multi-location CRIS cloud infrastructure, and the third customer's ₹44.5 crore matches exactly the NF Infratech Service Private Limited contract for PFMS infrastructure at RailTel's data centre (DRHP p.224, DRHP p.225, DRHP p.219, DRHP p.217).

The NF Infratech order is dated March 28, 2026 with completion on May 18, 2026, so its whole value was recognised as FY26 revenue within the last four days of the year (DRHP p.217). The document does not name the customers in the concentration table, so these matches are arithmetic, not a disclosure.

The supply side is as concentrated. The largest supplier was 30.37% of FY26 purchases, 45.55% of FY25 and 80.70% of FY24; the top ten were 91.51% of FY26 purchases, so 91.5% rounded (DRHP p.33). Read from the filing: the largest supplier's ₹58.8 crore in FY25 and ₹25.2 crore in FY24 match exactly the purchases from the promoters' company Niveshan Technologies India Private Limited (DRHP p.230, DRHP p.69). The company has no long-term supply agreements and works on purchase orders (DRHP p.31, DRHP p.41).

04The growth record

ITWings Infosystem financials: revenue, profit and margins

Source: DRHP p.63, DRHP p.65, DRHP p.66, DRHP p.117, AP p.6, converted from ₹ lakh. Revenue went from ₹42.1 crore in FY24 to ₹179.5 crore in FY26 and profit after tax from ₹1.7 crore to ₹19.6 crore (DRHP p.65). Borrowings at March 31, 2026 were ₹43.6 crore, long-term ₹8.0 crore and short-term ₹35.6 crore (DRHP p.63).

Our arithmetic over FY24 to FY26: revenue grew about 106.5% a year (our arithmetic, DRHP p.65), EBITDA about 238.5% a year (our arithmetic, DRHP p.117) and profit after tax about 238.4% a year (our arithmetic, DRHP p.65). EBITDA margin moved from 7.45% to 20.02%, up 1,257 basis points, so 7.5% → 20.0% rounded (DRHP p.117). Revenue rose 239.65% in FY25 and 25.57% in FY26 (DRHP p.117).

The year ends on March 31 throughout (DRHP p.327). The FY26 accounts were audited by RJV & Associates and FY25 and FY24 by the previous auditor, on whose statements the restatement relies (DRHP p.292). EPS is shown after both bonus issues: ₹17.50, ₹6.59 and ₹1.53 on 1,12,00,000 weighted shares (DRHP p.314).

What sits around the record:

• Cash: operating cash flow was −₹15.4 crore in FY26, ₹9.1 crore in FY25 and −₹1.4 crore in FY24 (DRHP p.66). In FY26 receivables rose ₹31.5 crore and trade payables fell ₹18.2 crore (DRHP p.66).
• Other income was ₹0.92 crore in FY26, all interest, 3.5% of profit before tax of ₹26.4 crore (our arithmetic, DRHP p.65).
• Debt: borrowings were ₹43.6 crore at March 31, 2026 (DRHP p.63), debt to equity 1.33 times, so 1.3× rounded (DRHP p.119), and net debt, borrowings less ₹0.30 crore of cash, about 1.2× FY26 EBITDA (our arithmetic, DRHP p.63). Return on capital employed was 35.85%, so 35.9% rounded (DRHP p.117). The company also held ₹19.9 crore of fixed deposits as non-current assets (DRHP p.310).
• Finance cost was ₹7.1 crore in FY26 against ₹0.78 crore in FY25, of which ₹5.0 crore was letter of credit discounting fees (DRHP p.312).
• Customers and suppliers: the largest customer was 27.1% of FY26 revenue, the top five 86.6% and the top ten 99.5% (DRHP p.29); the top ten suppliers were 91.5% of FY26 purchases (DRHP p.33).
• States: Haryana and Delhi were 88.3% of FY26 revenue (DRHP p.30).
• Related-party purchases: ₹58.8 crore from Niveshan Technologies India Private Limited in FY25, 41.11% of that year's revenue, and ₹1.6 crore in FY26 (DRHP p.69, DRHP p.48).
• Contingent liabilities: bank guarantees of ₹13.6 crore at March 31, 2026, against ₹5.5 crore two years earlier (DRHP p.68).
• Order book: ₹136.8 crore unexecuted at August 31, 2026 (DRHP p.107).
• Working capital: 100 days at March 31, 2026, against 5 days at March 2024 and minus 13 days at March 2025 (DRHP p.107).
• Receivables: ₹27.5 crore was more than six months old at March 31, 2026 (our arithmetic, DRHP p.310).
• Industry: the company sits in IT services, as an IT infrastructure and solutions provider (DRHP p.210).

05What the growth is made of

Revenue rose ₹137.4 crore from FY24 to FY26 (our arithmetic, DRHP p.65). The company puts the rise down to more orders and larger projects: new orders of ₹216.2 crore in FY25 against ₹49.8 crore in FY24, and an opening order book for FY26 four times that of FY25 (DRHP p.107, DRHP p.332, DRHP p.336). It says the increase in revenue is "by and large" linked to volume of business (DRHP p.340).

By line of business: IT infrastructure revenue went from ₹31.5 crore in FY24 to ₹104.2 crore in FY25 and ₹164.8 crore in FY26; flexible consumption from ₹10.6 crore to ₹34.7 crore and back to ₹13.9 crore; managed IT and operations from nothing to ₹4.0 crore and back to ₹0.83 crore (DRHP p.216). So FY26 growth came wholly from infrastructure supply and installation, which rose ₹60.5 crore while the other two lines fell ₹24.0 crore (DRHP p.332).

By customer: FY25 revenue was five customers, one of them ₹111.7 crore (DRHP p.224). FY26 added seven new customers worth ₹76.7 crore of revenue (DRHP p.230).

Margin: purchase of services was 74.07% of revenue in FY24, 90.26% in FY25 and 75.22% in FY26 (our arithmetic, DRHP p.65, DRHP p.335). After the change in inventory, cost of goods sold was 83.1% of FY25 revenue and 72.6% of FY26 revenue (our arithmetic, DRHP p.316). The company gives gross margin as about 17% in FY25 and 27% in FY26 and says most set-up cost was covered in FY25 (DRHP p.334, DRHP p.333). Employee cost fell from 15.71% of total income in FY24 to 5.97% in FY26 (DRHP p.330).

The document does not give revenue by project type in units, prices or margins by contract, so the increase cannot be split into volume and price. That is the finding.

06Earnings quality

The item that needs explaining is cash. In FY26 the company reported ₹19.6 crore of profit and used ₹15.4 crore in operations (DRHP p.66). Two things did it: receivables rose from ₹92.0 crore to ₹123.6 crore, and trade payables fell from ₹107.4 crore to ₹89.2 crore as the company paid down vendors (DRHP p.63, DRHP p.110).

The company explains long receivable cycles by government budget releases, inspection and certification, and billing bunched in the last quarter (DRHP p.109). At March 31, 2026, ₹96.1 crore of receivables was less than six months old, ₹26.2 crore six months to a year, and ₹1.26 crore more than three years old, the same ₹1.26 crore in all three years; none is classed as doubtful (DRHP p.310).

The gap was financed by a Punjab National Bank overdraft of ₹30.0 crore at 8% and an OXYZO Financial Services Ltd. facility of ₹2.5 crore at 14.25%, both new in FY26 (DRHP p.306). Cash and cash equivalents fell to ₹0.30 crore at March 31, 2026 (DRHP p.64). Two smaller points: the company used accounting software without an audit trail in FY25, and is still putting in place daily back-ups of its books on a server in India (DRHP p.323).

07The balance sheet

At March 31, 2026 total assets were ₹171.1 crore: trade receivables ₹123.6 crore, fixed deposits ₹19.9 crore, inventory ₹15.0 crore, property, plant and equipment ₹9.3 crore, other current assets ₹1.2 crore and cash ₹0.30 crore (DRHP p.63, DRHP p.64, DRHP p.310). Against them: trade payables ₹89.2 crore, short-term borrowings ₹35.6 crore, long-term borrowings ₹8.0 crore, short-term provisions ₹3.7 crore, almost all of it income tax, and net worth ₹32.8 crore (DRHP p.63, DRHP p.307). Inventory is server, storage and networking items held for projects (DRHP p.312).

Borrowings at March 31, 2026 by lender: Punjab National Bank overdraft ₹30.0 crore at 8%, ICICI Bank dropline overdraft ₹6.6 crore at 9.5%, ICICI Bank term loan ₹3.4 crore at 9.85%, ICICI Bank vehicle loans ₹0.70 crore, OXYZO Financial Services Ltd. ₹2.5 crore at 14.25% repayable in 90 days, and an interest-free loan of ₹0.34 crore from the director Kushagra Sharma, repayable on demand (DRHP p.45, DRHP p.46). The ICICI facilities are guaranteed by the directors and by Niveshan Technologies India Private Limited (DRHP p.305). Bank guarantees given were ₹13.6 crore, and there are no capital commitments (DRHP p.68).

Source: DRHP p.63, DRHP p.101, DRHP p.303, DRHP p.61, DRHP p.324. Since March 31, 2026 the company has raised ₹5.0 crore in a May 2026 placement and ₹1.38 crore in a September 2026 placement, and capitalised ₹8.4 crore of reserves in the July 2026 bonus issue (our arithmetic, DRHP p.82, DRHP p.83, DRHP p.84). None of the issue money is for repaying debt, and the capitalisation statement leaves the post-issue column blank because the price is not set (DRHP p.324). The working capital plan still assumes short-term borrowings of ₹29.0 crore at March 2027 and ₹26.5 crore at March 2028 (DRHP p.107).

08What the money is for

ITWings Infosystem IPO objects: what the money is for

Source: DRHP p.101, DRHP p.100. The rupee size of the fresh issue depends on a price that is not set, so the share of each object cannot be worked out (DRHP p.1). The objects have not been appraised by any bank or financial institution (DRHP p.112).

Cloud infrastructure, ₹21.3 crore: 40 compute servers for ₹7.0 crore, 9 storage units for ₹5.9 crore, 106 items of network equipment for ₹3.0 crore, cloud security for ₹2.2 crore and "AI infrastructure", described as racks, power distribution panels and UPS systems, for ₹3.2 crore (DRHP p.101, DRHP p.106).

All five lines are quoted by a single vendor, Nikom Infrasolutions Private Limited, on September 25, 2026, valid to March 24, 2027, and exclusive of GST; the total was certified by Marqis Analytics Private Limited on September 28, 2026 (DRHP p.101). No orders have been placed (DRHP p.37). The document says the equipment adds to "our Data Centres" but does not say where those data centres are (DRHP p.103).

The company spent ₹12.1 crore on cloud infrastructure in FY25 (DRHP p.102).

Working capital, ₹20.0 crore: ₹5.0 crore in FY27 and ₹15.0 crore in FY28, inside a projected requirement of ₹73.6 crore at March 2027 and ₹117.1 crore at March 2028, which assumes receivable days of 251 and 268 (DRHP p.108, DRHP p.107).

The schedule of deployment table puts ₹10.0 crore of cloud spending in FY2025-26 and ₹11.3 crore in FY2026-27, and working capital in the same two years, while the text says FY26 and FY27 for cloud and FY27 and FY28 for working capital (DRHP p.112, DRHP p.102, DRHP p.108). The company has already spent ₹0.52 crore on issue expenses (DRHP p.111). It will appoint a monitoring agency voluntarily (DRHP p.113).

Into the business the whole fresh issue of up to 42,92,000 shares, at a price not yet set (DRHP p.1). To selling shareholders nothing; there is no offer for sale (DRHP p.1).

09Who is selling

ITWings Infosystem IPO offer for sale: who is selling

The cover gives the offer for sale size as NIL and the entire issue as a fresh issue of 42,92,000 shares (DRHP p.1). Of the 42,92,000 shares, 2,16,000 are reserved for the market maker and 2,14,000 for eligible employees, leaving a net issue of 38,62,000 shares (DRHP p.60). The issue is 26.52% of the post-issue capital (DRHP p.2). Promoters and the promoter group will not take part in the issue (DRHP p.98). There were no secondary sales by promoters in the 18 months before filing above the 5% threshold the document applies (DRHP p.121).

10Promoters

The promoters are Kumar Bachchan, Kushagra Sharma, Rohtas Janghu and Mamta Singh (DRHP p.273). Together they hold 1,11,99,989 shares, 94.08% before the issue, and there is no other promoter group holding (DRHP p.88). The document lists Kumar Bachchan and Mamta Singh as spouses (DRHP p.257).

Kumar Bachchan, aged 46, is Chairman and Managing Director, an engineering graduate with more than 22 years in IT, previously with Realtime System Limited and RailTel Corporation of India Limited, and a co-founder of Niveshan Technologies India Private Limited; the appointment as additional director dates only from March 5, 2026 (DRHP p.255, DRHP p.252).

Kushagra Sharma, aged 37, is Executive Director, a CFA and engineering graduate, a director since July 11, 2017, previously with InterAct Public Safety Solutions, Adani Enterprises and Affluence Commodities, and co-founder and director of Niveshan Technologies India Private Limited (DRHP p.255, DRHP p.253). Mamta Singh, aged 48, is a non-executive director since April 3, 2026, holds a doctorate in Hindi and has more than four years in teaching (DRHP p.255).

Rohtas Janghu, aged 49, holds no board seat, has more than 24 years in real estate and lists qualification as NA (DRHP p.274).

Pay: total director remuneration was ₹0.19 crore in FY24, ₹0.19 crore in FY25 and ₹0.21 crore in FY26, the whole of it paid to Virendra Singh Bora, a director who resigned on July 2, 2026; so the promoters received nil remuneration in all three years (DRHP p.312, DRHP p.69). The present terms for Kumar Bachchan and Kushagra Sharma are nil remuneration and nil perquisites (DRHP p.258). The new Chief Executive Officer, Sanjay Gupta, is paid ₹8,44,350 a month, about ₹1.01 crore a year (our arithmetic, DRHP p.269).

Other business: all four promoters own Niveshan Technologies India Private Limited: Rohtas Janghu 33.30%, Kumar Bachchan 29.80%, Kushagra Sharma 23.90%, Mamta Singh 3.50%, and Tarini Sinha 9.50% (DRHP p.282). Tarini Sinha is listed as the spouse of Kushagra Sharma (DRHP p.278). Niveshan's total income was ₹621.5 crore in FY25 and its profit after tax ₹21.0 crore, larger than the issuer (DRHP p.283).

Its directors include Kumar Bachchan, Kushagra Sharma, the Chief Executive Officer Sanjay Gupta and the Chief Technical Officer Raman Khanna (DRHP p.282). Niveshan holds 76.52% of NTPL Digital Services Private Limited (DRHP p.284). Both are in the same line of business; non-compete agreements were signed on September 25, 2026, five days before filing, under which the parties will "mutually consult and discuss" which of them bids for an opportunity (DRHP p.44, DRHP p.45).

Rohtas Janghu is also a director or partner in real estate, warehousing and education entities (DRHP p.274, DRHP p.275).

Pledges and guarantees: no promoter shares are pledged (DRHP p.92). The directors personally guarantee the ICICI Bank facilities, which Niveshan also guarantees (DRHP p.305).

Cases: there are no criminal cases against the promoters and no regulatory actions against them (DRHP p.343, DRHP p.346). One civil suit is listed against the promoters, with no amount stated, and the promoters have filed one civil suit and three criminal matters involving ₹0.34 crore (DRHP p.32). They are set out under section 23. None of the promoters is a wilful defaulter or debarred by SEBI (DRHP p.275).

Promoter group exemption: eleven relatives of Rohtas Janghu, including three brothers, four sisters and parents-in-law, have not consented to being named in the promoter group or given information; the company applied to SEBI on September 28, 2026 for an exemption, which is pending (DRHP p.34, DRHP p.278).

Promoter economics: the average cost of the promoters' shares is ₹0.71 each for Kushagra Sharma, Kumar Bachchan and Rohtas Janghu, and ₹3.33 for Mamta Singh (DRHP p.88).

Every share they paid for was at ₹10: Kushagra Sharma took 1,90,000 and Rohtas Janghu 2,00,000 in an October 2018 private placement, Kushagra Sharma bought 2,00,000 from Pradeep Kumar Rai in September 2022, and on August 3, 2023 Kumar Bachchan bought 2,00,000 from Asha Rani and 66,640 from Kushagra Sharma, and Rohtas Janghu 66,640 from Kushagra Sharma (DRHP p.89, DRHP p.90).

The rest came from the 3:1 bonus of August 2024 and the 2.5:1 bonus of July 2026 (DRHP p.89, DRHP p.90). Asha Rani is listed as the mother of Kumar Bachchan (DRHP p.278). On April 21, 2026 Kumar Bachchan transferred one share each, at ₹10, to Mamta Singh, Ravindra Kumar Kedia, Raman Khanna and Pradeep Kushwaha (DRHP p.90).

11Who already owns it

ITWings Infosystem promoter holding before and after the IPO

Source: DRHP p.88, DRHP p.87. There are 1,19,04,398 shares of ₹10 before the issue and 8 shareholders (DRHP p.61, DRHP p.87). The document leaves the after-issue holding blank until the price is fixed (DRHP p.88). If all 42,92,000 new shares are issued the total becomes 1,61,96,398 (DRHP p.61), and the promoters' 94.08% becomes about 69.15%, so 94.1% → 69.2% (our arithmetic, DRHP p.88). Each of the three main promoters would hold about 23.1% (our arithmetic, DRHP p.88).

The largest holder outside the promoters is Moheet VinodKumar Agrawal, an individual, at 4.95% (DRHP p.87). The allotment record spells the name Moheet Vinod Kumar Aggarwal and shows 1,68,400 shares taken at ₹297 each on May 28, 2026, about ₹84.86 a share after the July 2026 bonus (DRHP p.82, DRHP p.121). No fund, company or institution holds shares (DRHP p.88).

The Chief Financial Officer, Ravindra Kumar Kedia, and the Chief Technical Officer, Raman Khanna, each took shares at ₹120 on September 24, 2026, 62,500 and 52,500 respectively, six days before filing (DRHP p.83). There is no shareholders' agreement (DRHP p.249). An ESOP pool of 11,78,939 shares has been created, with no options granted (DRHP p.96).

Lock-in: 32,45,000 promoter shares, 20.04% of post-issue capital, are locked in for three years from allotment, 39,93,602 more for two years, and the remaining pre-issue shares for one year (DRHP p.93, DRHP p.95).

12What changed just before the IPO

• Revenue and profit: revenue went from ₹42.1 crore in FY24 to ₹179.5 crore in FY26 and profit after tax from ₹1.7 crore to ₹19.6 crore (DRHP p.65).
• Receivables went from 300 days in FY24 to 251 days in FY26, passing through 235 in FY25 (DRHP p.107).
• Promoter pay was nil → nil from FY24 to FY26; all director remuneration went to a non-promoter director (DRHP p.312).
• Customer mix: public sector share of revenue fell from 91.00% in FY24 to 24.91% in FY26 (DRHP p.28).
• Related-party supply: purchases from Niveshan Technologies India Private Limited fell from ₹58.8 crore in FY25 to ₹1.6 crore in FY26 (DRHP p.69).
• Debt: a ₹30.0 crore Punjab National Bank overdraft and a ₹2.5 crore OXYZO facility were taken in FY26, lifting borrowings from ₹14.2 crore to ₹43.6 crore (DRHP p.306, DRHP p.63).
• Bonus issue: 3:1, allotted August 19, 2024, 24,00,000 shares (DRHP p.83).
• Bonus issue: 2.5:1, allotted July 1, 2026, 84,20,998 shares (DRHP p.84).
• Share split: none appears in the share capital history; every allotment is at a face value of ₹10 (DRHP p.82).
• Pre-IPO placement: 1,68,400 shares at ₹297 a share to Moheet Vinod Kumar Aggarwal, allotted May 28, 2026, ₹5.0 crore (DRHP p.82, DRHP p.322).
• Last allotment: 1,15,000 shares at ₹120 a share to the CFO and CTO, allotted September 24, 2026 (DRHP p.83).
• Public company: converted with a fresh certificate dated May 20, 2026 (DRHP p.2).
• Auditor change: TRYNAVH & Co. resigned on June 15, 2026, citing pre-occupation, and RJV & Associates was appointed on June 30, 2026 to fill the casual vacancy (DRHP p.77).
• Board and management: Kumar Bachchan joined the board on March 5, 2026 and became Chairman and Managing Director on June 30, 2026; Mamta Singh joined on April 3, 2026; a CFO and company secretary from June 1, 2026; a CEO from July 1, 2026; two independent directors from July 4, 2026; Virendra Singh Bora left on July 2, 2026 (DRHP p.260, DRHP p.270).
• Non-compete: agreements with Niveshan Technologies India Private Limited and NTPL Digital Services Private Limited dated September 25, 2026 (DRHP p.45).
• Registered office moved twice, in April 2025 and on August 31, 2026 (DRHP p.246).
• Old share issue: on September 21, 2026 the company applied to the Registrar of Companies for adjudication of discrepancies in the October 2018 private placement (DRHP p.43).

13Capacity and expansion

The document says capacity and capacity utilisation do not apply because the company is in the trading and service sector (DRHP p.231). It does not give the capacity of its existing cloud set-up in any unit.

Source: DRHP p.231, DRHP p.307, DRHP p.101, DRHP p.104, DRHP p.112. The storage is four NVMe units of 2 PB usable each and five SAN units of 1 PB usable each, 13 PB in all (our arithmetic, DRHP p.104). The existing set-up is ₹12.1 crore of plant and machinery at cost, with a net block of ₹8.4 crore at March 2026 after ₹2.9 crore of FY26 depreciation (DRHP p.307). Cloud and flexible consumption revenue was ₹13.9 crore in FY26 against ₹34.7 crore in FY25 (DRHP p.216). The document gives no utilisation of the existing equipment, so the step from new servers to revenue cannot be made here.

14Market size and industry structure

ITWings Infosystem industry: market size and growth

As claimed: the industry chapter is drawn from a report by Market Research Future dated July 26, 2026, which the company commissioned and paid for; the document gives its title three ways, as "Industry Report on IT Infrastructure", "Industry Report on Global and India IT Services" and a report on "IT Industry" (DRHP p.54, DRHP p.210, DRHP p.75).

The commissioned report sizes the Indian IT services market at USD 137.1 billion in FY2025, of which about 75%, USD 102.8 billion, is exports and about 25%, USD 34.3 billion, domestic consumption (DRHP p.166, DRHP p.167). Within the domestic market it puts the private sector at about 82% and government and the public sector at about 18% (DRHP p.167).

The part that is addressable: the commissioned report gives two different sets of numbers. On one page it treats the whole domestic market, USD 34.3 billion, as the company's total addressable market and puts the serviceable part at about USD 20.6 billion (DRHP p.168). Later it takes 58% of the USD 137.1 billion market as the company's three service lines, USD 79.5 billion, narrows that to USD 36.6 billion for its target industries and applies a 20% access factor to reach a serviceable market of about USD 7.4 billion (DRHP p.201, DRHP p.202). The company sells only in India, and mostly in Haryana and Delhi (DRHP p.30).

What the company is today: at the document's own March 2025 rate of ₹85.58 to the dollar, USD 7.4 billion is about ₹63,300 crore and USD 34.3 billion about ₹2,93,500 crore (our arithmetic, DRHP p.21). FY25 revenue of ₹142.9 crore is about 0.23% of the smaller figure and 0.05% of the larger (our arithmetic, DRHP p.65, DRHP p.202).

Size over time: the report's chart puts the Indian IT services market at USD 80.1 billion in 2019, USD 125.3 billion in 2024 and USD 137.1 billion in 2025, about 9.4% a year from 2019 to 2025 (our arithmetic, DRHP p.166). The report projects USD 330.7 billion by 2035 (DRHP p.166).

For the segment the company mostly sells into, Indian IT infrastructure services, the report's chart rises from USD 13.0 billion in 2019 to USD 20.7 billion in 2025, and the report projects USD 43.7 billion by 2035 (DRHP p.182). It puts the Indian data centre set-up and upgrade market at USD 10.0 billion in 2025 and projects USD 35.5 billion by 2035 (DRHP p.185).

Globally the report puts IT services at USD 1,737.6 billion in 2025 and projects 8.3% a year from 2026 to 2035 (DRHP p.144). These are the commissioned report's claims, not figures from the company's accounts.

Segments: the report splits IT services into digital platforms and transformation, managed IT and operations, IT infrastructure services, cloud services and cybersecurity, and by end user into government and PSU, telecom, BFSI, healthcare, transport, education, utilities and others (DRHP p.144, DRHP p.145). Within IT infrastructure it lists data centre set-up and upgrade, command and control centre integration, networking, and compute and storage (DRHP p.144). The company's IT infrastructure line, data centre fit-outs, networking and command centre work, was 91.81% of its FY26 revenue (DRHP p.30, DRHP p.213).

What drives demand: the chapter names government digital programmes and budgets. The Ministry of Electronics and IT's budget estimate rose from about ₹6,899 crore in FY2020-21 to about ₹26,026 crore in FY2025-26, then fell about 17% to about ₹21,633 crore in FY2026-27 (DRHP p.135).

It records that 94% of the 8,067 Smart Cities Mission projects were complete by May 2025, worth about ₹1.64 lakh crore, and that all 100 mission cities run integrated command and control centres (DRHP p.136). The Government e-Marketplace had a cumulative gross merchandise value of ₹18.4 lakh crore by early 2026 (DRHP p.140).

On the private side it cites Gartner's estimate of Indian enterprise IT spending of USD 161.5 billion in 2025, up 11.1% (DRHP p.141), and hyperscaler data centre commitments in India (DRHP p.205).

Structure: the export market is led by companies such as TCS, Infosys, HCLTech, Wipro, Tech Mahindra and LTIMindtree (DRHP p.167). For command and control centres the report names Larsen & Toubro and NEC as the large integrators, with smaller specialists such as Videonetics, CIMCON Automation, VaaaN Infra and DIMTS (DRHP p.192).

It describes government buying as largely tender based on the lowest bid, with consortium structures that let smaller vendors work inside large contracts (DRHP p.193, DRHP p.194). OEM certification is described as a condition of entry for complex infrastructure contracts, which mid-tier firms can afford only for a few vendors (DRHP p.206). The company itself names two listed peers and describes competition from organised and unorganised players (DRHP p.228).

Inputs and trade: the company's inputs are hardware and software bought from OEMs and distributors (DRHP p.31). The chapter records lead times of 36 to 52 weeks for some AI-capable GPU servers, and a reported 90% quarter-on-quarter rise in DRAM prices in the first quarter of 2026 (DRHP p.164). It also describes a shortage of cloud, AI and cybersecurity staff (DRHP p.163). The company has no exports and no foreign currency purchases shown (DRHP p.314).

Rules: the regulations chapter lists the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023, the National Cyber Security Policy 2013, the MSME Act, labour codes, GST and trademark law (DRHP p.234, DRHP p.235). The report notes data protection penalties of up to ₹250 crore for data fiduciaries (DRHP p.178). The company's own approvals are tax registrations, shops and establishment certificates, provident fund and ESI registrations and ISO certificates; a Uttar Pradesh shops and establishment certificate is pending (DRHP p.353, DRHP p.355).

What the chapter says can go wrong: project delays, payment cycles and the lowest-bid system in government work, where final bills are due within three months of completion but delays still strain working capital (DRHP p.193, DRHP p.194); price commoditisation, vendor lock-in and talent scarcity in managed services (DRHP p.182); and hardware lead times and component prices (DRHP p.164). It also says IT infrastructure growth in India stays tied to the pace of central government capital release (DRHP p.193).

15Competitive position

ITWings Infosystem competitors

Source: DRHP p.120, DRHP p.117, DRHP p.63, converted from ₹ lakh. The document gives the peers' net worth, ₹47.3 crore for Marushika Technology and ₹19.4 crore for Vertexplus Technologies, but not their borrowings or return on capital, and it does not describe what either peer does (DRHP p.120, DRHP p.228). Vertexplus Technologies reported a loss of ₹4.6 crore in FY26 (DRHP p.120).

What the company puts forward: customised and integrated solutions, a customer base it calls marquee, OEM relationships averaging more than four years, and its financial record (DRHP p.224, DRHP p.225). Its own SWOT table puts lower overhead costs on one side, and high reliance on a few clients, dependence on IT infrastructure work and high working capital on the other (DRHP p.227).

Against that: it has no long-term contracts with customers or suppliers, its trademark application of September 2026 is pending, it owns no property, and the promoters' own company Niveshan Technologies India Private Limited works in the same line of business at a much larger scale (DRHP p.41, DRHP p.232, DRHP p.322, DRHP p.283).

The commissioned report names Larsen & Toubro and NEC as the large integrators in command and control centre work, and NEC Technologies India Pvt. Ltd. appears among the company's own customers (DRHP p.192, DRHP p.220).

16Peers the company named

Peers named in the offer document: Marushika Technology Limited and Vertexplus Technologies Limited (DRHP p.116).

The document says the peers are "not strictly comparable" given the nature and turnover of the business and are included for broader comparison (DRHP p.116). Marushika Technology is about two thirds of the company's FY26 revenue with a lower PAT margin; its revenue grew 36.57% in FY26 (DRHP p.120). Vertexplus Technologies is about an eighth of the company's size and loss-making in FY26 (DRHP p.120).

The document prints Marushika Technology's P/E as 8.71 on a September 11, 2026 closing price of ₹120.00, and none for Vertexplus Technologies (DRHP p.116). The industry P/E it states is a highest of 8.63 and an average of 4.32 (DRHP p.115). The company's FY26 EPS is ₹17.50 after both bonus issues (DRHP p.116). With no price band, no P/E for the company can be stated.

17Risks, in plain words

ITWings Infosystem IPO risks

Customers: concentration: the top five customers were 86.62% of FY26 revenue and there were 12 customers in all (DRHP p.29, DRHP p.230) → work comes as purchase orders and tenders, not long-term contracts, so the loss of one order changes the year (DRHP p.41) → in FY24 and FY25 one customer was about four fifths of revenue (DRHP p.29).

Financial: cash: operating cash flow was −₹15.4 crore in FY26 against ₹19.6 crore of profit (DRHP p.66) → receivables of ₹123.6 crore at March 2026 were 251 days of revenue, with ₹27.5 crore more than six months old (DRHP p.63, DRHP p.107, DRHP p.310) → the company projects receivable days rising to 268 by March 2028 (DRHP p.107).

Financial: debt and guarantees: borrowings rose to ₹43.6 crore, debt to equity 1.33 times, much of it short-term overdraft (DRHP p.63, DRHP p.119) → finance cost rose to ₹7.1 crore in FY26, about 19.8% of EBITDA (our arithmetic, DRHP p.312, DRHP p.117) → bank guarantees of ₹13.6 crore can be invoked if a contract is not performed (DRHP p.35).

Promoters: related business: the promoters' Niveshan Technologies India Private Limited was the largest supplier in FY24 and FY25, ₹58.8 crore in FY25, and is in the same business with ₹621.5 crore of total income (DRHP p.69, DRHP p.283) → the non-compete signed five days before filing leaves the two companies to consult on who bids (DRHP p.45).

Suppliers: the top ten suppliers were 91.51% of FY26 purchases (DRHP p.33) → there are no long-term supply agreements and OEM prices and stock can move against the company (DRHP p.31).

Business: geography and segment: Haryana and Delhi were 88.32% of FY26 revenue and IT infrastructure 91.81% (DRHP p.30) → managed IT and operations was ₹0.83 crore and cloud revenue fell from ₹34.7 crore to ₹13.9 crore in FY26 (DRHP p.216).

Regulation and compliance: provident fund returns were filed up to 702 days late and an auditor appointment form 284 days late (DRHP p.40, DRHP p.42) → the October 2018 private placement has documentation discrepancies now before the Registrar of Companies for adjudication, with no amount stated (DRHP p.43) → the board has no listed-company experience (DRHP p.53).

Issue-specific: the promoters' average cost is ₹0.71 a share, and the CFO and CTO were allotted shares at ₹120 six days before filing (DRHP p.88, DRHP p.83) → no equipment orders are placed and all ₹21.3 crore of cloud equipment is quoted by one vendor (DRHP p.37, DRHP p.101).

18Litigation and regulatory matters

Cases against ITWings Infosystem and its promoters

Criminal: none against the company, promoters, directors or key managerial personnel (DRHP p.343, DRHP p.346, DRHP p.347).

The document lists the two writ petitions and the criminal revisions as criminal litigation initiated by the promoters (DRHP p.343). Regulatory: no actions by statutory or regulatory authorities against the company, promoters or directors (DRHP p.343, DRHP p.346, DRHP p.347). Civil: none by or against the company (DRHP p.343). Tax: four direct tax cases against the company totalling ₹0.02 crore, and four against the group company totalling ₹23.3 crore (DRHP p.348).

The document does not say which promoter is a defendant in the Prem Lata Yadav suit. The group company's AY 2024-25 demand arose from a ₹63.73 crore ad hoc disallowance that the appeal deleted (DRHP p.349).

19Related-party transactions

Source: DRHP p.69, DRHP p.70, DRHP p.318. Niveshan Technologies India Private Limited and NTPL Digital Services India Private Limited are classed as enterprises owned or significantly influenced by key managerial personnel, and Asha Rani and Savita Rawat as relatives of key managerial personnel (DRHP p.69). The document does not say what goods or services Rohtas Janghu, Asha Rani or Savita Rawat supplied. ₹0.15 crore was owed to Rohtas Janghu at March 31, 2026 (DRHP p.70).

What appeared or changed in the two years before filing: purchases from Niveshan rose to ₹58.8 crore in FY25 and fell to ₹1.6 crore in FY26, and the amount owed to it went from ₹23.2 crore to nil (DRHP p.69, DRHP p.70); payments to Rohtas Janghu began in FY26 (DRHP p.69); Niveshan guaranteed the ICICI Bank facilities (DRHP p.305); and the non-compete agreements were signed on September 25, 2026 (DRHP p.45). The company says its related-party transactions are at arm's length (DRHP p.47).

20What the offer document does not say

The customers in the concentration table and the suppliers are not named. Contract-level margins, revenue in units and prices are not given. Where the company's existing cloud servers and "Data Centres" are located, and how much of their capacity is used, is not stated (DRHP p.103, DRHP p.231). What Rohtas Janghu, Asha Rani and Savita Rawat were paid for is not stated (DRHP p.69).

Niveshan's FY26 accounts are not given; the latest year shown is FY25 (DRHP p.283). NTPL Digital Services' figures are shown only to FY25 (DRHP p.285). The terms on which Niveshan supplied the company are not given beyond the arm's length statement. Which promoter is a defendant in the Prem Lata Yadav suit is not stated (DRHP p.345).

The price band, issue size in rupees, general corporate purposes amount and issue expenses are blank (DRHP p.101, DRHP p.111). The after-issue shareholding is blank (DRHP p.88).

Some inconsistencies are recorded as document matters, not business ones: the commissioned report is given three titles (DRHP p.54, DRHP p.75, DRHP p.210) and two different addressable market calculations, USD 20.6 billion and USD 7.4 billion (DRHP p.168, DRHP p.202); the group company's tax demand is given as ₹2321.94 lakh and as "₹2321.94 crore" on the same page (DRHP p.349);

the abridged prospectus gives the promoters' weighted average cost as ₹0.00, NIL, NIL and ₹0.33 while the DRHP gives ₹0.71, ₹0.71, ₹0.71 and ₹3.33 (AP p.8, DRHP p.88); Rohtas Janghu's holding is 31.66% on one page and 31.36% elsewhere (DRHP p.274, DRHP p.88); Marushika Technology's return on net worth is 28.57% in one table and 52.77% in another

and the stated highest industry P/E of 8.63 differs from its printed P/E of 8.71 (DRHP p.116, DRHP p.120, DRHP p.115); the schedule of deployment puts the objects in FY2025-26 and FY2026-27 while the working capital text says FY27 and FY28 (DRHP p.112, DRHP p.108); the B2B and B2G table totals FY25 revenue to ₹142.7 crore, not ₹142.9 crore (DRHP p.212);

trade payables are said to be settled in 90 to 120 days in the accounts and vendor credit is put at 180 to 210 days in the objects chapter (DRHP p.307, DRHP p.110); the Hitachi CRIS project and a RailTel project of October 2023 appear in both the completed and the ongoing lists with different completion dates (DRHP p.217, DRHP p.219, DRHP p.218);

the approvals chapter refers to experience centres in Bangalore, Delhi and Chennai, a corporate promoter and a subsidiary, none of which the company has elsewhere (DRHP p.352, DRHP p.248); the dates of Rohtas Janghu's affidavit are given as September 15 and September 25, 2026 (DRHP p.34, DRHP p.279); and the weighted average cost table for the last 18 months includes the 2013 and 2018 allotments (DRHP p.121).

21Five questions for management

1. What gross margin did the company earn on each of its FY26 top five customers, and what share of the ₹136.8 crore unexecuted order book is with RailTel Corporation of India Ltd?
2. What goods or services did Niveshan Technologies India Private Limited supply for ₹58.8 crore in FY25, at what margin to Niveshan, and why did the purchases fall to ₹1.6 crore in FY26?
3. How much of the ₹123.6 crore of receivables at March 31, 2026 has been collected since, and why has ₹1.26 crore stayed more than three years old in all three years without being classed as doubtful?
4. Where are the existing cloud servers hosted, what share of their capacity was used in FY26, and how much FY26 revenue did the ₹12.1 crore set-up of FY25 earn?
5. How was the whole ₹44.5 crore NF Infratech Service order, dated March 28, 2026 and completed on May 18, 2026, recognised as revenue within FY26?

1Sources and cited facts

This study was read from 1 document the company filed. The 215 figures it cites are listed under the document each came from, with the page and the sentence as printed.