Kritilabs Technologies Limited IPO

01At a glance

What the company does: designs and assembles electronic locks, vehicle tracking units and other IoT devices, fits them to tank trucks and other assets, and runs them on its own monitoring platform for a recurring per-device charge, mainly to stop pilferage of petroleum products in transit (DRHP p.195, DRHP p.196, DRHP p.209).

Who pays it: oil marketing companies above all. Indian Oil Corporation Limited (IOCL), Bharat Petroleum Corporation Limited (BPCL) and Reliance BP Mobility Limited (RBML) are named customers, with Hindustan Zinc Limited in mining and State Bank of India in banking (DRHP p.196). The oil and gas sector was 92.96% of FY26 revenue and public sector customers 93.07% (DRHP p.32, DRHP p.224).

Why it is raising money: ₹35.0 crore of the fresh issue is for building IoT devices at its Chennai facility in FY27 and ₹15.0 crore for working capital in FY27 and FY28; the rest, capped at 35% of gross proceeds, is for unidentified acquisitions and general corporate purposes (DRHP p.113, DRHP p.114). There is no offer for sale (DRHP p.1).

How fast it has grown: revenue from ₹43.5 crore in FY24 to ₹67.1 crore in FY26, about 24.2% a year, and profit after tax from ₹3.5 crore to ₹13.8 crore, about 98.3% a year (our arithmetic, DRHP p.71).

The one thing to understand: one customer is most of the business, and its contracts run out in 2027. IOCL brought ₹42.6 crore, 63.53% of FY26 revenue (DRHP p.224, DRHP p.211), under 19 state contracts valid until March 31, 2027 and July 31, 2027, and the company has bid in a new IOCL tender for about 26,000 tank trucks whose result the document does not give (DRHP p.201, DRHP p.225).

02The business, in plain words

What Kritilabs Technologies does

Kritilabs Technologies makes the hardware and runs the software that keep a tank truck's compartments locked between the depot and the fuel station. An electronic lock is fitted at loading, the truck is tracked through the trip on the company's platform, and the lock opens only on authorisation at the designated delivery point, with every lock, unlock and route event recorded (DRHP p.202). On tank trucks the system also watches each compartment valve (DRHP p.202).

An oil marketing company that loses fuel to pilferage in transit → electronic locks, tracking units and a 24x7 monitored platform on its contracted tank trucks → the company assembles and tests the devices in Chennai, installs them through a field-service network across more than 236 locations and maintains them for the contract term → it is paid a single recurring fee, generally per device per month (DRHP p.196, DRHP p.209, DRHP p.217).

Under most contracts the company owns the devices it deploys. It funds their manufacture at the start of a contract, books them as plant and equipment, and recovers the cost through the monthly charges; this "Device-as-a-Service" model was 95.57% of FY26 revenue (DRHP p.33, DRHP p.201). At August 31, 2026 it had 91,152 devices on 45,576 tank trucks and vehicles: 55,054 devices on 27,527 IOCL trucks, 33,744 on 16,872 BPCL trucks and 2,354 on 1,177 RBML trucks (DRHP p.211).

The business began as Kritilabs Technologies LLP in 2012, ran its first IOCL pilots in 2017 and began electronic locking of IOCL tank trucks in 2018 (DRHP p.257). It holds four granted Indian patents and one United States patent, one key application jointly owned with IOCL (DRHP p.42). Newer lines, AI video analytics, railway crowd management and highway tolling, are at pilot stage; AI and video analytics brought ₹0.16 crore, 0.24% of FY26 revenue (DRHP p.32, DRHP p.44).

Earnings equation: Revenue = devices under management × monthly charge per device × months. The document gives the device count but not the charge: its contracts price the lock, tracking unit, software and service as one fee and it does not report revenue by device (DRHP p.209). Revenue per device under management at year end was about ₹4,961 in FY24 and ₹7,360 in FY26 (our arithmetic, DRHP p.71, DRHP p.129).

03Where the money comes from

Source: DRHP p.201, DRHP p.224, DRHP p.226, converted from ₹ lakh. By solution, IoT was 100.00% of revenue in FY24 and FY25 and 99.76% in FY26 (DRHP p.203). Services were 97.48% of FY26 revenue and sale of goods 2.52% (DRHP p.129). The company reports a single segment, remote asset management (DRHP p.321). By state, Uttar Pradesh was the largest at 12.38% of FY26 revenue, Tamil Nadu 8.23% and Maharashtra 7.89%; revenue came from more than 30 states and union territories (DRHP p.226). All ₹1.1 crore of FY26 export revenue came from Kritilabs Technologies Inc., USA, a promoter group company (DRHP p.34).

Kritilabs Technologies customers: how concentrated the revenue is

Source: DRHP p.224. Revenue depends on a few customers: the largest was 63.53% of FY26 revenue and the top five 96.42% (DRHP p.224). The document names IOCL's revenue as ₹42.6 crore in FY26, which matches the largest-customer figure, and BPCL's as ₹18.0 crore, about 26.9% of FY26 revenue (DRHP p.211, our arithmetic). The company served 27 customers in FY26, 20 in FY25 and 25 in FY24 (DRHP p.31). Customers of at least three years' standing were 94.08% of FY26 revenue (DRHP p.212). The largest customer's share fell from 90.52% to 63.53% over the period mainly because BPCL business began in FY24 (DRHP p.211, DRHP p.360).

04The growth record

Kritilabs Technologies financials: revenue, profit and margins

Source: DRHP p.71, DRHP p.72, DRHP p.69, DRHP p.129, converted from ₹ lakh. Revenue went from ₹43.5 crore in FY24 to ₹67.1 crore in FY26 and profit after tax from ₹3.5 crore to ₹13.8 crore (DRHP p.71).

Our arithmetic over FY24 to FY26: revenue grew about 24.2% a year (our arithmetic, DRHP p.71), EBITDA about 29.7% a year (our arithmetic, DRHP p.129) and profit after tax about 98.3% a year (our arithmetic, DRHP p.71). EBITDA margin moved from 32.42% to 35.31%, up 289 basis points, so from 32.4% to 35.3% rounded (DRHP p.129). The company's own figures are a revenue CAGR of 24.25% and a PAT CAGR of 98.28% (DRHP p.127).

Year by year, revenue rose 34.87% in FY25 and 14.47% in FY26, and profit after tax 131.72% and 69.66% (DRHP p.50). The year ends on March 31 throughout and the restated profit equals the audited profit in every year (DRHP p.334).

Much of the profit growth came from lower depreciation: the charge fell from ₹8.7 crore in FY24 to ₹4.7 crore in FY26 while the stock of deployed devices grew (DRHP p.71, DRHP p.50). Operating cash flow was ₹13.3 crore in FY26 against ₹18.2 crore in FY25, as receivables rose ₹5.9 crore (DRHP p.72). Other income of ₹0.81 crore was 4.9% of FY26 profit before tax of ₹16.3 crore (our arithmetic, DRHP p.71).

Debt to equity was 0.79 times in FY26, about 0.8× (DRHP p.129). Net debt, borrowings less cash, was about 1.5× FY26 EBITDA (our arithmetic, DRHP p.69). Contingent liabilities at March 31, 2026 were ₹2.4 crore, mostly ₹2.2 crore of performance bank guarantees (DRHP p.73). Working-capital days were −43, −73 and −80 (DRHP p.130). Related-party transactions were ₹3.9 crore in FY26, 5.85% of revenue (DRHP p.35).

Revenue-nature costs capitalised into devices and development projects were ₹13.0 crore in FY26 (DRHP p.320). The unexecuted order book was ₹102.2 crore at August 31, 2026 (DRHP p.225). Of the fresh issue, ₹35.0 crore is earmarked for device manufacture (DRHP p.113).

The largest FY26 customer was 63.5% of revenue, the top five 96.4% and the top ten 98.3% (DRHP p.224).

05What the growth is made of

Revenue rose ₹23.6 crore from FY24 to FY26 (our arithmetic, DRHP p.71). Almost all of it is recurring device-service revenue: the Opex model went from ₹43.3 crore to ₹64.1 crore, and outright supply from ₹0.16 crore to ₹3.0 crore (DRHP p.201).

The device count grew slowly. Devices under management at year end went from 87,603 in FY24 to 89,379 in FY25 and 91,152 in FY26, a 4.1% rise over two years (DRHP p.129, our arithmetic). Revenue per device at year end went from about ₹4,961 to about ₹7,360 (our arithmetic, DRHP p.71, DRHP p.129). The company puts the growth down to more devices under service contracts with IOCL and BPCL, the expansion of the BPCL contract to 100 locations, ₹1.1 crore of new export revenue and new work for Hindustan Zinc and SBI (DRHP p.360).

Read from the filing: the year-end device count does not capture devices deployed and removed within a year, the timing of new contracts, or non-device revenue, so the rise in revenue per device cannot be read as a price increase. The document does not disclose the monthly charge per device, average devices in service, or revenue by customer contract, so the increase cannot be separated into volume, rate and mix. That is the finding.

06Earnings quality

The item that needs explaining is capitalisation. The company builds its own devices and capitalises the costs of doing so, including salaries of ₹6.5 crore, professional fees of ₹1.6 crore and materials of ₹4.3 crore in FY26, plus ₹8.0 crore carried as intangible assets under development across four AI and video projects (DRHP p.34, DRHP p.320, DRHP p.314).

FY26 capitalisation of ₹13.0 crore was about 94% of FY26 profit after tax (our arithmetic, DRHP p.320, DRHP p.71). Those costs reach the profit and loss account later as depreciation; the depreciation charge on IoT devices fell from ₹8.2 crore in FY24 to ₹4.3 crore in FY26 while their gross block rose from ₹59.5 crore to ₹78.6 crore (DRHP p.312, DRHP p.313).

The company says the decline reflects intangible amortisation ending in FY25 and more costs going to devices under development (DRHP p.361). The salary capitalised has also been claimed as a tax deduction, which the company flags as a tax risk (DRHP p.34).

The effective tax rate was 29.07% in FY24 and about 15.1% in FY25 and FY26 (DRHP p.49). Legal and professional charges rose from ₹3.3 crore in FY24 to ₹10.3 crore in FY26, 15.42% of revenue, which the company attributes to technical and tender consultants and work for the issue (DRHP p.42).

07The balance sheet

At March 31, 2026 total assets were ₹99.9 crore: property, plant and equipment ₹44.3 crore, of which deployed IoT devices ₹42.0 crore net; intangible assets under development ₹8.0 crore; deposits with banks of more than 12 months ₹13.3 crore; security deposits ₹9.6 crore; trade receivables ₹14.7 crore; inventories ₹1.6 crore; and cash of ₹0.04 crore (DRHP p.69, DRHP p.312, DRHP p.315). Against that: long-term borrowings ₹19.5 crore, short-term borrowings ₹17.1 crore including ₹11.0 crore of current maturities, a provision for income tax of ₹7.4 crore, trade payables ₹1.8 crore and net worth ₹46.1 crore (DRHP p.69, DRHP p.309, DRHP p.311).

The bank deposits are held as security for bank guarantees and term loans (DRHP p.315). By August 31, 2026 borrowings were ₹34.2 crore: term loans ₹28.4 crore, cash credit ₹5.0 crore and unsecured loans ₹0.80 crore, against sanctioned fund-based limits of ₹81.7 crore from HDFC Bank and Axis Bank (DRHP p.338).

The loans carry floating rates of 8.80% to 9.75%, prepayment charges of up to 4%, an escrow over IOCL rental receivables, and personal guarantees from Lalgudi Natarajan Rajaram, Maroor Varadarajan Srikrishna and Nirmala Varadarajan (DRHP p.47, DRHP p.48, DRHP p.340). HDFC Bank requires minimum tangible net worth of ₹58.0 crore for FY27 and a debt service coverage ratio of at least 1.50 times (DRHP p.348).

Source: DRHP p.69, DRHP p.113, DRHP p.337. None of the issue money goes to repaying debt (DRHP p.113). Net worth after the issue cannot be stated because the price, the issue size in rupees and the expenses are blank (DRHP p.337). Contingent liabilities were ₹2.4 crore and there were no capital commitments at March 2026 (DRHP p.73, DRHP p.328).

08What the money is for

Kritilabs Technologies IPO objects: what the money is for

Source: DRHP p.113, DRHP p.114, DRHP p.121. The share of the fresh issue each object takes cannot be worked out because the issue size in rupees is blank.

Devices: eControllers, eLocks, GPS and GSM modules, 27,000 each of VTS 4G units, voice boxes and CWMS edge devices, and cable assemblies, at a total cost of ₹39.3 crore, of which ₹35.0 crore from the issue and ₹4.3 crore from internal accruals (DRHP p.38, DRHP p.115).

Materials of ₹34.0 crore rest on quotations dated September 21, 2026 from Glonix Electronics Private Limited (₹24.6 crore), Thansiv Technology Private Limited (₹7.7 crore) and Srimai Industries Private Limited (₹1.6 crore); no orders have been placed (DRHP p.116, DRHP p.117). The company states the quantities are based on expected deployments, including under tenders not yet awarded, and that no firm orders exist for these devices (DRHP p.38).

Working capital: the board's estimate puts the working capital gap at ₹15.2 crore by March 2027 and ₹25.9 crore by March 2028, against ₹2.3 crore at March 2026, funded partly by the issue (DRHP p.117, DRHP p.118).

Acquisitions and general corporate purposes: together at most 35% of gross proceeds, acquisitions at most 25%, and general corporate purposes at most 15% or ₹10.0 crore, whichever is lower (DRHP p.113, DRHP p.114). Targets would be in CNC machining, powder coating, SMT circuit-board assembly, AI or software, or complementary devices; none has been identified (DRHP p.55, DRHP p.120). The objects have not been appraised by any bank or agency (DRHP p.124).

Into the business: all of the fresh issue of 49,33,000 shares, before expenses; the rupee amount depends on the price, which is not set (DRHP p.66). To selling shareholders: nothing; there is no offer for sale (DRHP p.1).

09Who is selling

Kritilabs Technologies IPO offer for sale: who is selling

Source: DRHP p.1. The issue is a fresh issue only; the document states there is no offer for sale and no selling shareholder (DRHP p.1, DRHP p.260). Promoters and the promoter group will not take part in the issue (DRHP p.111).

10Promoters

The document names two promoters: Lalgudi Natarajan Rajaram and Maroor Varadarajan Srikrishna, who founded the business as an LLP in 2012 (DRHP p.280, DRHP p.252). Together they hold 82.66% before the issue, and with the promoter group 83.44% (DRHP p.107, DRHP p.54).

Lalgudi Natarajan Rajaram, aged 76, is Chairman and Whole-time Director, with over 50 years in technology and product development and a doctorate in software engineering from BITS Pilani (DRHP p.261, DRHP p.263). Maroor Varadarajan Srikrishna, aged 48, is Managing Director and CEO, with over 25 years in information technology services and products (DRHP p.261, DRHP p.43).

Both are named inventors on the patents, and two Indian patents and the United States patent were filed in their names and assigned to the company (DRHP p.42). The document states that Maroor Varadarajan Srikrishna is the spouse of Nirmala Varadarajan, a non-executive director, and that Lalgudi Natarajan Rajaram is the spouse of Lalitha Rajaram, a promoter group shareholder (DRHP p.265).

Pay: director remuneration was ₹0.39 crore for Maroor Varadarajan Srikrishna and ₹0.24 crore for Lalgudi Natarajan Rajaram in FY24, and ₹0.45 crore and ₹0.30 crore in FY26, so ₹0.63 crore to ₹0.75 crore together (DRHP p.75, DRHP p.318).

Loans and guarantees: Maroor Varadarajan Srikrishna lent the company ₹2.5 crore in FY25 and ₹1.0 crore in FY26, interest-free, each repaid within the year; ₹0.07 crore of promoter loans remained at August 31, 2026 (DRHP p.48, DRHP p.75). Both promoters and Nirmala Varadarajan guarantee the bank borrowings personally (DRHP p.48). No promoter shares are pledged (DRHP p.103).

Other interests: both promoters are directors of Kritilabs Technologies Inc., USA, which they own 50:50, and of Intutix Technologies Pte. Ltd., Singapore, which has not started operations (DRHP p.288, DRHP p.34). Lalgudi Natarajan Rajaram is also a director of Expert Software Consultants Private Limited (DRHP p.280). Kritilabs Technologies Inc., USA was the only export customer in FY26 (DRHP p.34).

Cases: none against the promoters, and no SEBI or stock exchange action (DRHP p.378, DRHP p.281).

Promoter economics: the promoters received 3,00,000 shares at ₹10 on the 2019 conversion of the LLP (DRHP p.93, DRHP p.99). In April 2026 they took over 7,323 compulsorily convertible debentures from an outside holder and converted them into 1,258 shares at ₹5,816 on September 15, 2026 (DRHP p.107, DRHP p.307). A 37:1 bonus followed on September 21, 2026 (DRHP p.94, DRHP p.306). Their weighted average cost per share after the bonus is ₹0.63 for Maroor Varadarajan Srikrishna and ₹1.31 for Lalgudi Natarajan Rajaram (AP p.7).

11Who already owns it

Kritilabs Technologies promoter holding before and after the IPO

Source: DRHP p.105, DRHP p.107, DRHP p.108, DRHP p.103; post-issue shares are our arithmetic on 1,87,37,108 shares after the issue (DRHP p.91). The document leaves the post-issue holdings blank (DRHP p.107). Promoters hold 82.66% before the issue and about 60.9% after it, assuming full subscription (our arithmetic, DRHP p.91, DRHP p.107); with the promoter group, 83.44% before (DRHP p.54). There are 47 shareholders (DRHP p.107).

Pontaq Nominees Limited, a holder from outside India, is the only company outside the promoter group with 1% or more, at 4.4% before the issue (DRHP p.105, DRHP p.53). It came in through 30,005 compulsorily convertible debentures of ₹1,000 each in 2019 and 2020, converted into 10,911 shares at ₹2,750 in May 2020, and 5,030 preference shares at ₹2,750 in April 2020, converted 1:1 on September 15, 2026 (DRHP p.93, DRHP p.97, DRHP p.98). The Kritilabs ESOP Trust holds 5.01% for employee options; 2,03,148 options are in force and none has vested (DRHP p.52).

The August 1, 2026 placement of 11,265 shares at ₹5,816, ₹6.55 crore in all, went to 13 allottees including Narnolia India Opportunity Fund, Avora SME Fund and SVP Investments (DRHP p.95, DRHP p.96, DRHP p.306). Narnolia Financial Services Limited is the sole book running lead manager; the document states that the lead manager and its associates hold no shares, and does not describe any link between the two Narnolia names (DRHP p.83, DRHP p.111).

12What changed just before the IPO

• Revenue and profit: revenue went from ₹43.5 crore in FY24 to ₹67.1 crore in FY26 and profit after tax from ₹3.5 crore to ₹13.8 crore (DRHP p.71).
• Growth slowed in FY26: revenue growth fell from 34.87% in FY25 to 14.47% in FY26 (DRHP p.44).
• Receivable days moved from 94 in FY24 to 80 in FY26, after 55 in FY25 (DRHP p.130).
• Depreciation fell from ₹8.7 crore in FY24 to ₹4.7 crore in FY26, which the company says contributed significantly to the rise in profit (DRHP p.34).
• Promoter pay rose from ₹0.63 crore in FY24 to ₹0.75 crore in FY26 (DRHP p.75).
• First exports: ₹1.1 crore in FY26, all to the promoters' US company and unpaid at March 2026 (DRHP p.34).
• A pre-IPO placement: 11,265 shares at ₹5,816 on August 1, 2026, which the financial statements call a pre-IPO placement (DRHP p.306, DRHP p.94).
• Conversions: 5,030 preference shares of Pontaq Nominees Limited and debentures held by the promoters converted into equity on September 15, 2026 (DRHP p.94).
• Bonus issue: 37:1, thirty-seven bonus shares for every share held, allotted September 21, 2026, the last allotment before the IPO, with no price paid (DRHP p.306, DRHP p.94).
• The company became public: converted from a private limited company with a fresh certificate dated July 17, 2026 (DRHP p.3).
• Auditor: PKF Sridhar & Santhanam LLP was appointed statutory auditor on September 26, 2025 for five years; the document names no earlier firm (DRHP p.84).
• New management roles: a CFO and a company secretary from September 11, 2026, a second independent director from September 24, 2026, and the board committees from the same date (DRHP p.268, DRHP p.269, DRHP p.278).
• New lender: Axis Bank facilities sanctioned April 6, 2026, and HDFC Bank facilities re-sanctioned August 20, 2026 (DRHP p.340, DRHP p.344).

13Capacity and expansion

Source: DRHP p.38, DRHP p.222. Output in FY26 was 9,407 SmartEX locks, 9,190 Smart Controllers and 49,311 IntelliLock B-EX units (DRHP p.222). The figures rest on management assumptions on shifts, working days and assembly time, certified by a chartered engineer (DRHP p.38). All assembly, testing, the command centre and the R&D and IT teams sit in four leased units totalling 12,960 sq. ft. in one Chennai industrial estate; cutting, powder coating and circuit-board assembly are outsourced to job workers (DRHP p.218, DRHP p.36, DRHP p.216).

The issue funds devices, not new capacity: ₹35.0 crore of components and in-house assembly for about 141,000 units of 14 kinds, cable assemblies included (our arithmetic, DRHP p.116, DRHP p.117). The document gives no planned capacity addition. It does not state how many of these devices are committed to signed contracts, and says a substantial portion would be built before firm orders (DRHP p.39).

14Market size and industry structure

Kritilabs Technologies industry: market size and growth

As claimed: the industry chapter rests on the "Industry Report on Industrial IoT and Asset Security" dated September 2026 by B2K Analytics Private Limited, which the company commissioned and paid for under a mandate of August 26, 2026 (DRHP p.140, DRHP p.26). The commissioned report sizes the global Industrial Internet of Things (IIoT) market at USD 197.5 billion in 2024 and India's at USD 11.9 billion in 2024; it states these in US dollars, and this study keeps them so rather than convert at a rate the report does not use (DRHP p.162, DRHP p.164).

The part that is addressable: the company sells electronic locking, tracking and monitoring of petroleum tank trucks and other distributed assets, mostly to oil marketing companies. The commissioned report places it in the "industrial asset management and security" corner of IIoT but does not size that segment, or the market for locking and tracking tank trucks (DRHP p.149, DRHP p.150). The company itself says this is a specialised segment for which limited publicly available and independently verifiable data exists (DRHP p.54, DRHP p.55).

What the company is today: the commissioned report gives the company's FY26 sales as USD 7.60 million (DRHP p.192). Against India's whole IIoT market of USD 11.9 billion in 2024 that is about 0.06% (our arithmetic, DRHP p.164, DRHP p.192), a comparison across different years and across a market far wider than the company's. Its own measure of scale is 91,152 devices on 45,576 tank trucks and vehicles (DRHP p.211).

Size over time: the commissioned report says the global IIoT market grew at 12.9% a year over 2020 to 2024 and projects it at USD 455.1 billion by 2030, 15.4% a year over 2025 to 2030 (DRHP p.162).

For India it gives USD 7.1 billion in 2020 rising to USD 11.9 billion in 2024, a 13.9% annual rate, and projects nearly USD 29 billion by 2030, 16.5% a year; India's share of the global market is put at 6.0% in 2024 and 6.4% by 2030, fourth after the US, China and Japan (DRHP p.163, DRHP p.164). These are the report's projections, not figures from the company's accounts.

Indian exports of industrial automation and enterprise asset management services, from CMIE data in the report, went from ₹100.0 crore in FY16 to a peak of ₹7,900.0 crore in FY22 and ₹2,100.0 crore in FY24 and FY25 (DRHP p.153).

Segments: by component, hardware was 55.4% of the global IIoT market in 2020 and is put at 56.5% by 2030; by connectivity, wired was 61.6% in 2020 and wireless is projected to reach 41.9% by 2030; by deployment, cloud was 65.8% in 2020 (DRHP p.162, DRHP p.163). The company sits in hardware, cellular connectivity and the application and managed-service layer; the report places it mainly in solution integration (DRHP p.158).

What drives demand: the chapter names pilferage and loss prevention, short delivery and diversion, tighter telematics and hazardous-goods rules, public-sector spending, preference for locally made and data-resident technology, and AI monitoring (DRHP p.186). It notes that in India security and enforcement use cases often pay back faster than efficiency ones (DRHP p.157). Central government spending on electronics and IT under MeitY rose from ₹3,999.9 crore in FY2018 to ₹13,661.3 crore in FY2025, with ₹21,633.0 crore budgeted for FY2027 (DRHP p.179). The report counts 291 operating central public sector enterprises as a potential market (DRHP p.190).

Structure: the chapter rates buyer power high and rivalry "really high", with specialised IoT firms, system integrators and large industrial technology companies all competing (DRHP p.187). It names one competitor, Trimble Inc. of the US, with USD 3,587.3 million of 2025 revenue (DRHP p.191, DRHP p.192). The offer document states that there is no listed company in India or abroad with a comparable business model (DRHP p.129).

Inputs and trade: devices use circuit boards, GNSS and communication modules, SIMs, sensors and batteries; imported materials were 2.09% of FY26 consumption, though several domestic components are themselves imported (DRHP p.35). The report cites investment commitments of ₹1,15,000.0 crore under the Electronics Components Manufacturing Scheme by December 2025, against a target of ₹59,350.0 crore, and a scheme outlay raised to ₹40,000.0 crore (DRHP p.187, DRHP p.188).

Rules: devices near fuel need PESO approval and ATEX certification for explosive atmospheres; vehicle trackers need AIS-140 certification, which the Ministry of Road Transport and Highways mandates for N2 and N3 vehicles carrying hazardous goods; the Digital Personal Data Protection Rules become enforceable on May 13, 2027; and public procurement gives preference to Make in India suppliers (DRHP p.183, DRHP p.184, DRHP p.185).

What the chapter says can go wrong: high upfront cost, integration with old systems, cybersecurity, long sales cycles that need pilots and many approvals, and intense competition (DRHP p.187). The risk factors add a shift of fuel transport to pipelines, electric vehicles reducing tank-truck numbers, and the phasing out of 2G and 3G networks (DRHP p.62, DRHP p.44). The chapter does not size the tank-truck locking market, give the number of tank trucks in India, or give the company's share of any segment.

15Competitive position

Kritilabs Technologies competitors

Source: DRHP p.192 for both rows as the commissioned report prints them, DRHP p.71 for the company's rupee revenue. The report gives no other competitor by name; the risk factors describe the field as domestic locking and tracking firms, telematics and fleet companies, system integrators and global technology companies, and note that customers can procure devices directly from manufacturers or build the capability in-house (DRHP p.45).

What the company puts forward: an integrated device, software and field-service offer under one contract; supply to IOCL in each of the last six years under 19 state contracts; ATEX, PESO, ISO 9001:2015, ISO/IEC 27001:2022 and AIS-140 credentials that tenders require; and a service presence in more than 236 locations (DRHP p.209, DRHP p.210, DRHP p.211). PSU tenders are awarded on a quality-cum-cost basis after technical qualification on turnover, experience and a demonstration (DRHP p.225).

Against that: one customer is 63.53% of revenue, rates are fixed for the contract term, a sales team of five people, and a single location for all operations (DRHP p.224, DRHP p.33, DRHP p.225, DRHP p.37).

16Risks, in plain words

Kritilabs Technologies IPO risks

One customer, contracts ending: IOCL was 63.53% of FY26 revenue and the top five customers 96.42% (DRHP p.224). Why it matters: the IOCL contracts are valid only until March 31, 2027 and July 31, 2027, and the new IOCL tender may go elsewhere (DRHP p.201, DRHP p.45). The number: ₹33.3 crore of the ₹102.2 crore order book is IOCL work ending in 2027 (DRHP p.224, DRHP p.225).

Money tied up in devices: the company owns the devices it deploys and recovers their cost over the contract (DRHP p.33). Why it matters: a contract ended early or not renewed can leave devices unrecovered or written down. The number: a net block of ₹42.0 crore of deployed IoT devices, 94.78% of the net block of plant and equipment (DRHP p.33).

Devices built before orders: ₹35.0 crore of the issue buys components for devices for which no firm orders or vendor agreements exist (DRHP p.38). Why it matters: undeployed devices can become obsolete or need to be deployed at lower rates (DRHP p.39). The number: utilisation of SmartEX lock and Smart Controller capacity was about 12% to 13% in each of the three years (DRHP p.38).

Accounting judgement: profit depends on what is capitalised and over how long it is depreciated (DRHP p.50). Why it matters: a change in either would move reported profit. The number: ₹13.0 crore capitalised in FY26 against ₹13.8 crore of profit after tax, and ₹8.0 crore of unfinished development projects carried as assets (DRHP p.320, DRHP p.71, DRHP p.34).

Sector and customer type: oil and gas was 92.96% of FY26 revenue and public sector customers 93.07% (DRHP p.32). Why it matters: a move to pipelines, procurement changes or budget cuts at oil marketing companies would reach almost all revenue (DRHP p.32). The number: ₹2.2 crore of performance bank guarantees outstanding (DRHP p.33).

Workforce outside the payroll: 402 consultants and technicians and 69 interns work alongside 445 employees, and 233 of the consultants are in operations (DRHP p.42). Why it matters: re-characterisation as employees would add statutory costs (DRHP p.42). The number: legal and professional charges were ₹10.3 crore, 15.42% of FY26 revenue (DRHP p.42).

Related party and compliance lapses: the only export customer is the promoters' US company, and its ₹1.1 crore was unpaid at March 2026 (DRHP p.34). Why it matters: past private placements did not use a separate bank account, an adjudication application is pending, and FC-GPR filings for foreign allotments were missed or late with compounding not yet applied for (DRHP p.31, DRHP p.37). The number: the Section 42 placements raised about ₹2.8 crore in FY21 and ₹1.5 crore in FY22, and the penalty can extend to the amount raised or ₹2.0 crore, whichever is lower (DRHP p.32).

Issue-specific: the promoters' average cost is ₹0.63 and ₹1.31 a share and the August 2026 placement was at ₹153.05 a share after the bonus (AP p.7, DRHP p.52). Why it matters: the issue price is not yet set, and the company itself notes there is no comparable listed peer (DRHP p.58). The number: promoters keep about 60.9% after the issue if it is fully subscribed (our arithmetic, DRHP p.91, DRHP p.107).

17Litigation and regulatory matters

Cases against Kritilabs Technologies and its promoters

Criminal: none by or against the company, promoters, directors, key managerial personnel or the group company (DRHP p.377, DRHP p.378, DRHP p.379). Civil: no material civil litigation either way (DRHP p.377). Regulatory actions: none initiated against the company, promoters or directors (DRHP p.377, DRHP p.378). The summary tables differ on whether the director's tax matter is by or against the director (DRHP p.51, AP p.8).

Tax: the four demands are for assessment years 2021-22 to 2024-25, ₹0.02 crore, ₹0.04 crore, ₹0.08 crore and ₹0.07 crore, all disallowing the Section 80JJAA deduction (DRHP p.49). Compliance matters the company discloses without a proceeding: discrepancies and one late filing in deposit returns (Form DPT-3), untraceable acknowledgements of foreign liabilities returns, an untraceable 2022 gift deed between a promoter and a promoter group member, and past delays in statutory dues (DRHP p.38, DRHP p.53, DRHP p.50).

18Related-party transactions

Source: DRHP p.75, DRHP p.324. Total related-party transactions were ₹1.2 crore, ₹5.7 crore and ₹3.9 crore in FY24, FY25 and FY26, 2.69%, 9.81% and 5.85% of revenue (DRHP p.35). At March 2026 the company was owed ₹1.1 crore by Kritilabs Technologies Inc., USA, and owed directors ₹0.17 crore, down from ₹1.2 crore at March 2024 (DRHP p.76, DRHP p.311). 1PS Software and Support Solutions Private Limited shares a director with the company, Nirmala Varadarajan (DRHP p.262, DRHP p.287).

What appeared in the two years before filing: the supply of services to Kritilabs Technologies Inc., USA from FY26, the promoter loans of FY25 and FY26, and the April 2026 transfer of debentures from an outside holder to the promoters before their conversion (DRHP p.75, DRHP p.77, DRHP p.107). The company says the transactions were at arm's length (DRHP p.35).

19What the offer document does not say

The monthly charge per device, average devices in service, revenue by contract and margin by customer are not disclosed (DRHP p.209). The result or timing of the IOCL tender for about 26,000 tank trucks is not given (DRHP p.225). The market for locking and tracking tank trucks, and the company's share of it, are not sized (DRHP p.150).

The issue size in rupees, the price band, the amount for acquisitions and general corporate purposes and the issue expenses are blank (DRHP p.113, DRHP p.121). The statutory auditor before September 2025 is not named, though the same firm signs the FY24 and FY25 audit reports (DRHP p.84, DRHP p.335). Kritilabs Technologies Inc., USA's financial statements are referred to the company website rather than printed (DRHP p.288).

Pontaq Nominees Limited's background and owners are not described.

Some inconsistencies are recorded as document matters, not business ones: intangible assets under development are ₹8.0 crore in the accounts and ₹4.8 crore in the strategy section (DRHP p.314, DRHP p.214); insurance cover is 0.19 times net assets in the risk factors and 0.10 times in the business section (DRHP p.46, DRHP p.230); the MD&A gives EBITDA margins of 33.26% and 35.52% against the KPI table's 32.42% and 35.31%

and different receivable days, ROCE and debt service figures (DRHP p.359, DRHP p.371, DRHP p.129); the commissioned report cites over 57,000 vehicles and 210,000 devices against 45,576 and 91,152 in the business section (DRHP p.193, DRHP p.211); the directors' shareholding table swaps the two promoters' holdings (DRHP p.267, DRHP p.105); the debenture conversion is dated April 23, 2026 in one table and September 15, 2026 elsewhere (DRHP p.108, DRHP p.107);

and the capital structure says no shares were issued below the issue price in the past year while a risk factor discusses exactly that (DRHP p.102, DRHP p.52).

20Five questions for management

1. What is the average monthly charge per device under the IOCL, BPCL and RBML contracts, and how much of the rise in revenue per device from FY24 to FY26 came from rates rather than mix?
2. What share of FY26 revenue came from the IOCL contracts that expire in March and July 2027, and what happens to the 55,054 devices on IOCL trucks if the new tender is lost?
3. Of the 49,311 IntelliLock B-EX units made in FY26, how many were deployed as additions, how many replaced installed devices, and what useful life is assumed for depreciation?
4. How much of the ₹13.0 crore capitalised in FY26 related to devices already in service, and what would FY26 profit have been had the salary and professional fees been expensed?
5. How many of the devices to be built from ₹35.0 crore of the issue are tied to signed contracts today, and what utilisation does that imply for the Chennai lines?

2Sources and cited facts

This study was read from 2 documents the company filed. The 148 figures it cites are listed under the document each came from, with the page and the sentence as printed.