Rysa Infratech Limited IPO

01At a glance

What the company does: builds sewage treatment plants, water treatment plants and related pipelines and pumping stations on a turnkey basis, mostly for defence and other government bodies and for private infrastructure contractors, and since April 2025 also makes and sells water and wastewater treatment equipment through its subsidiary Optimus Enviropro Private Limited (DRHP p.163, DRHP p.164).

Who pays it: in FY26, private infrastructure contractors brought 82.81% of revenue, government organisations including defence 15.99% and a public health division 1.20% (DRHP p.180). The top ten customers were 79.58% of FY26 revenue and are not named, because they did not consent (DRHP p.181).

Why it is raising money: ₹26.0 crore for the company's own working capital and ₹15.0 crore to fund the working capital of the subsidiary, with general corporate purposes capped at the lower of 15% of gross proceeds or ₹10.0 crore (DRHP p.104).

How fast it has grown: revenue from ₹18.9 crore in FY24 to ₹115.2 crore in FY26, about 147.1% a year, and profit after tax from ₹0.91 crore to ₹8.3 crore, about 202.5% a year (our arithmetic, DRHP p.67). FY26 includes a business bought from the promoters at the start of that year.

The one thing to understand: the FY26 jump is mostly an acquisition. Optimus Enviropro Private Limited, bought from the two promoters for ₹4.13 crore on April 1, 2025, contributed ₹54.5 crore, 47.37% of FY26 revenue, and ₹3.61 crore of the ₹8.3 crore profit (DRHP p.29, DRHP p.195, DRHP p.271). Operating cash flow was negative in all three years, an outflow of ₹8.1 crore in FY26 (DRHP p.68).

02The business, in plain words

What Rysa Infratech does

Rysa Infratech designs, procures, builds and commissions water and wastewater plants: sewage treatment plants, effluent treatment plants, water treatment plants, sewage collection networks and pumping stations, and has orders, not yet executed, for brackish water desalination plants (DRHP p.163, DRHP p.168). It works as principal contractor on some projects and as a subcontractor to larger contractors on others (DRHP p.163). Since April 1, 2025 it owns Optimus Enviropro Private Limited, which fabricates tanks, pressure vessels, filters, dosing systems and packaged treatment plants at Panchkula, Haryana (DRHP p.170, DRHP p.182).

A defence works office, a municipal body or a larger contractor needs a sewage or water treatment plant → it awards the work by tender or directly → the company designs the plant, buys pumps, pipes, valves and membranes, has Optimus fabricate selected equipment, and builds, installs and commissions it, often with subcontractors → it is paid against milestones and running bills, with retention money held back (DRHP p.181, DRHP p.182, DRHP p.106).

Over the last three years the company says it executed about 90 turnkey projects, including sewage plants of up to 5 MLD (million litres a day) and water plants of up to 8 MLD (DRHP p.164). Case studies in the document are mostly for military stations: a 700 KLD sewage plant and network under a Garrison Engineer, a 600 KLD sewage plant at Ezhimala, Kerala, an iron removal plant for a station under AGE (I) Agartala and a reverse osmosis plant at Delhi Cantonment (DRHP p.174, DRHP p.175, DRHP p.176).

Revenue is recognised on works contracts by percentage of completion, measured by cost incurred against total estimated cost, so revenue can run ahead of billing; the excess sits on the balance sheet as unbilled revenue, ₹17.0 crore at March 31, 2026 (DRHP p.267, DRHP p.241). Optimus books revenue when goods are delivered (DRHP p.268).

The company had 56 permanent employees at August 31, 2026, of whom 45 were in projects (DRHP p.183).

Earnings equation: Revenue = value of contract work executed in the year + value of equipment Optimus sells to outside customers. The document gives an order book and the number of customers (48 in FY26) but no unit volumes such as plants or MLD commissioned per year, so the equation cannot be filled in from the filing (DRHP p.166, DRHP p.177).

03Where the money comes from

Source: DRHP p.177, DRHP p.180, DRHP p.172, converted from ₹ lakh. All of the company's own works revenue in all three years came from one vertical, wastewater and sewage treatment and recycling; the water treatment and distribution and seawater or brackish water verticals had recognised no revenue by March 31, 2026 (DRHP p.177, DRHP p.28). By nature, FY26 revenue was ₹63.9 crore of work contract service and ₹51.2 crore of sale of goods (DRHP p.245). By customer type, private infrastructure contractors brought 59.23%, 68.67% and 82.81% in the three years (DRHP p.180).

Geography moved sharply: Punjab went from 12.78% of revenue in FY24 to 57.69%, ₹66.4 crore, in FY26 (DRHP p.180). The document names Punjab, Haryana, Chandigarh, Delhi, Himachal Pradesh, Jammu and Kashmir, Meghalaya and Uttar Pradesh, with 16.88% of FY26 revenue spread over 18 other states and territories (DRHP p.180).

Rysa Infratech customers: how concentrated the revenue is

Source: DRHP p.181; the top five is our arithmetic on the customer-wise table. Revenue depends on a few customers: the largest alone was 34.89% of FY26 revenue, ₹40.2 crore, and the top ten 79.58% (DRHP p.181). The customers differ from year to year and none is named (DRHP p.27). The company served 48 customers in FY26, 25 in FY25 and 18 in FY24 (DRHP p.166).

Read from the filing: the FY24 largest customer's revenue, ₹3.44 crore (DRHP p.181), is the same figure as sales to Indus Waterways, a firm in which Sanjiv Kumar Chaudhary is a partner, in FY24 (DRHP p.70, DRHP p.249), and the FY25 third customer's ₹2.13 crore (DRHP p.181) matches sales to SR Builtwell, the proprietorship of the spouse of Yogesh Tomar, that year (DRHP p.70, DRHP p.249). The document does not say these are the same customers.

On the supply side, the top ten suppliers and service providers were 76.67% of FY26 cost of sale and the largest 25.40% (DRHP p.33, DRHP p.34). Punjab and Haryana supplied 61.87% and 22.39% of FY26 purchases (DRHP p.34).

04The growth record

Rysa Infratech financials: revenue, profit and margins

Source: DRHP p.66, DRHP p.67, DRHP p.68, DRHP p.123, converted from ₹ lakh. FY26 is consolidated and FY24 and FY25 standalone, so the document says the years are not strictly comparable (DRHP p.68). Revenue went from ₹18.9 crore in FY24 to ₹115.2 crore in FY26, and profit after tax from ₹0.91 crore to ₹8.3 crore (DRHP p.67).

Our arithmetic over FY24 to FY26: revenue grew about 147.1% a year (our arithmetic, DRHP p.67), EBITDA about 146.7% a year (our arithmetic, DRHP p.123) and profit after tax about 202.5% a year (our arithmetic, DRHP p.67). EBITDA margin moved from 13.76% to 13.72%, down 4 basis points, so 13.8% to 13.7% rounded (DRHP p.123).

Year by year, revenue rose 30.95% in FY25 and 366.21% in FY26 (DRHP p.271, DRHP p.269). Of the FY26 increase of ₹90.5 crore, Optimus brought ₹54.5 crore and the company's own works ₹35.9 crore (DRHP p.269). Of FY26 profit, ₹3.61 crore came from Optimus (DRHP p.271). The year ends on March 31 throughout (DRHP p.22).

Operating cash flow was an outflow in each year, −₹8.1 crore in FY26, as receivables rose ₹17.4 crore, inventory ₹9.4 crore and other current assets, mostly unbilled revenue, ₹8.9 crore (DRHP p.68). Other income of ₹0.36 crore was 3.3% of FY26 profit before tax of ₹11.1 crore (our arithmetic, DRHP p.67).

Net debt was 2.86 times FY26 EBITDA, down from 4.57 in FY24 (DRHP p.123), and total debt to equity 2.98 times at March 31, 2026 (DRHP p.258). Receivable days for the company alone were 111 in FY24, 57 in FY25 and 52 in FY26 (DRHP p.109). Contingent liabilities at March 31, 2026 were ₹11.7 crore, almost all bank guarantees (DRHP p.69). Related-party transactions were ₹23.4 crore in FY26, 20.36% of revenue (DRHP p.36).

Customer concentration is high: the largest customer was 34.89% of FY26 revenue and the top ten 79.58% (DRHP p.181), and the top ten suppliers were 76.67% of FY26 cost of sale (DRHP p.33). The fresh issue earmarks ₹41.0 crore for working capital of the company and Optimus (DRHP p.104).

05What the growth is made of

Revenue rose ₹96.3 crore from FY24 to FY26 (our arithmetic, DRHP p.67). Of that, ₹54.5 crore is Optimus, which was not part of the company before April 1, 2025 (DRHP p.177), and ₹41.7 crore is growth in the company's own wastewater works, from ₹18.9 crore to ₹60.6 crore (our arithmetic, DRHP p.177).

So more than half of the two-year increase is an acquisition, not growth of the original business. The acquired business is itself not new to the company: Optimus was a supplier before it became a subsidiary, selling the company ₹5.8 crore of materials in FY24 and ₹6.3 crore in FY25 (DRHP p.70). In FY26 Optimus sold ₹10.1 crore to the company, which is eliminated on consolidation (DRHP p.257).

For the company's own works, the document says FY26 growth came from contracts received and executed during the year, and FY25 growth of 30.95% from higher execution of works contracts, with work contract revenue up 30.55% (DRHP p.269, DRHP p.271). The shift toward private contractors, from 59.23% of revenue in FY24 to 82.81% in FY26, came with shorter collection cycles, the company says (DRHP p.180, DRHP p.110).

The document does not disclose volumes such as plants commissioned, MLD built or tonnes fabricated sold, or prices, so the increase cannot be separated into volume and price. That is the finding. Optimus's fabrication capacity utilisation rose from 46.54% in FY24 to 71.84% in FY26 on 3,000 tonnes a year of capacity (DRHP p.183), but the document does not convert that into revenue.

06Earnings quality

The item that needs explaining is cash. Profit of ₹8.3 crore in FY26 sat beside an operating outflow of ₹8.1 crore, because receivables, inventory and unbilled revenue all grew (DRHP p.67, DRHP p.68). At March 31, 2026 inventory was ₹39.0 crore, trade receivables ₹25.5 crore and unbilled revenue ₹17.0 crore against FY26 revenue of ₹115.2 crore (DRHP p.66, DRHP p.241). The gap was funded by ₹17.9 crore of new short-term borrowing and ₹4.5 crore of new equity (DRHP p.68).

Three further points from the accounts. The FY25 auditor's report referred to incomplete item-wise inventory records and the lack of an actuarial gratuity valuation, which the company then prepared for the restatement (DRHP p.224). A note says the inventory balance includes materials at various locations pending detailed item-wise reconciliation (DRHP p.253). And stock statements filed with banks differed from the books, for example trade receivables of ₹2.4 crore in the books against ₹7.9 crore reported to the bank at March 2025 (DRHP p.255). The debt service coverage ratio is shown as not determinable, because principal repayments are not documented (DRHP p.250).

07The balance sheet

At March 31, 2026 total assets were ₹99.2 crore: inventories ₹39.0 crore, trade receivables ₹25.5 crore, other current assets ₹17.9 crore (mostly unbilled revenue), property, plant and equipment ₹5.6 crore, cash and bank balances ₹5.3 crore and short-term loans and advances ₹4.3 crore (DRHP p.66). Against that: short-term borrowings ₹41.7 crore, long-term borrowings ₹8.8 crore, trade payables ₹18.7 crore, other current liabilities ₹9.5 crore and equity ₹17.0 crore (DRHP p.66).

Borrowings were mostly working capital: ₹28.1 crore of bank loans against hypothecation of goods and book debts, ₹4.0 crore against purchase of bills and ₹12.6 crore of unsecured term loans from banks and finance companies (DRHP p.238, DRHP p.237). Loans from directors of ₹2.7 crore are interest free (DRHP p.237).

By July 31, 2026, fund-based borrowings were ₹33.1 crore for the company and ₹19.8 crore for Optimus, ₹52.9 crore in all, with non-fund bank guarantees of a further ₹9.5 crore (DRHP p.261, DRHP p.262). Interest rates run from 7.00% to 19.00% a year (DRHP p.262). Contingent liabilities were ₹11.7 crore, almost all bank guarantees (DRHP p.69). The promoters have given personal guarantees of ₹24.4 crore (DRHP p.44).

Source: DRHP p.258, DRHP p.104. None of the issue money repays debt (DRHP p.104). The capitalisation statement after the issue is blank because the price and share count are not set (DRHP p.260). The company's own plan still shows short-term borrowings of ₹32.9 crore in FY27 and ₹32.1 crore in FY28 alongside the issue money (DRHP p.108).

08What the money is for

Rysa Infratech IPO objects: what the money is for

Source: DRHP p.104, DRHP p.116. The share of each object in the fresh issue cannot be worked out because the issue amount is blank (DRHP p.104).

Company working capital: ₹10.0 crore in FY27 and ₹16.0 crore in FY28 (DRHP p.104). The company projects working capital rising from ₹35.2 crore in FY26 to ₹53.7 crore in FY27 and ₹82.0 crore in FY28, and receivable days rising from 52 to 70 as more government work is executed (DRHP p.108, DRHP p.109, DRHP p.110). These are the company's own estimates, approved by its board (DRHP p.108).

Optimus working capital: ₹8.0 crore in FY27 and ₹7.0 crore in FY28; the form, equity or debt, has not been decided (DRHP p.104, DRHP p.112). Optimus's working capital was ₹22.5 crore in FY26 (DRHP p.112).

The objects have not been appraised by any bank or agency (DRHP p.119). A credit rating agency will be appointed as monitoring agency because, the document says, the fresh issue exceeds ₹50.0 crore (DRHP p.118). No issue money goes to promoters, group companies or new capacity (DRHP p.119).

Into the business the whole fresh issue of up to 66,00,000 shares; the amount is left blank until the price is set (DRHP p.64). To selling shareholders nothing; there is no offer for sale (DRHP p.1).

09Who is selling

Rysa Infratech IPO offer for sale: who is selling

Nobody. The issue is a fresh issue only, and the offer for sale column on the cover reads N.A. (DRHP p.1). The document states that neither the promoters nor the promoter group will take part in the issue or receive any proceeds (DRHP p.103).

10Promoters

The promoters are Sanjiv Kumar Chaudhary and Yogesh Tomar, who together hold 90.91% of the 1,54,00,000 shares before the issue (DRHP p.214). Both founded the company in October 2019 and are its only original promoters, with no change of control in five years (DRHP p.88, DRHP p.215). There is no other member of the promoter group holding shares (DRHP p.97).

Sanjiv Kumar Chaudhary, aged 54, is Chairman and Managing Director, with 29 years of experience and past roles at Ion Exchange (India) Limited and Fontus Water Limited among others (DRHP p.198, DRHP p.200). Yogesh Tomar, aged 55, is Whole Time Director, with 32 years of experience (DRHP p.198, DRHP p.200). Each is appointed for five years from July 19, 2026 (DRHP p.198).

Pay: director remuneration was ₹0.21 crore each in FY24 and ₹0.37 crore each in FY26, including ₹0.18 crore each paid by Optimus (DRHP p.70, DRHP p.203). Promoter remuneration therefore went from ₹0.42 crore in FY24 to ₹0.74 crore in FY26 (our arithmetic, DRHP p.70). Present terms allow a basic salary of up to ₹0.72 crore a year each plus commission of up to 1% of net profit (DRHP p.201, DRHP p.202).

Guarantees and pledges: the promoters have personally guaranteed ₹24.4 crore of facilities from Bank of Baroda and Capital XB Finance Limited (DRHP p.44, DRHP p.45). No promoter shares are pledged (DRHP p.98).

The acquisition from the promoters: the company bought all 5,98,000 shares of Optimus Enviropro Private Limited from the two promoters for ₹4.13 crore under an agreement of April 1, 2025, ₹2.74 crore to Sanjiv Kumar Chaudhary and ₹1.38 crore to Yogesh Tomar (DRHP p.195, DRHP p.274). Optimus earned restated profit of ₹3.61 crore in its first year in the group (DRHP p.234).

Other entities: the promoter group includes Aadys Components Private Limited, which is authorised to do similar water treatment work and is the group company; Indus Waterways, a partnership of Sanjiv Kumar Chaudhary in water consultancy; SR Builtwell, a subcontracting proprietorship of the spouse of Yogesh Tomar; and Rysa Infratech, a proprietorship of Yogesh Tomar with no current operations (DRHP p.217, DRHP p.219, DRHP p.249). Non-compete agreements with Aadys Components Private Limited, Indus Waterways, Rysa Infratech and SR Builtwell were signed on September 30, 2026, and the company says it intends to acquire an interest in Aadys Components Private Limited (DRHP p.196, DRHP p.197, DRHP p.41).

Cases: the document lists two tax matters against the promoters and a civil suit by the Union of India concerning an arbitral award involving the proprietorship of Yogesh Tomar, pending in Patiala (DRHP p.279, DRHP p.278). No SEBI or exchange action against the promoters is disclosed (DRHP p.276).

Promoter economics: the promoters subscribed 1,00,000 shares at ₹10 in October 2019, took 2,40,000 rights shares at ₹10 in June 2020 and 16,60,000 rights shares at ₹10, for consideration other than cash, in March 2023 (DRHP p.87, DRHP p.88). The certified average cost of their shares is ₹1.43 a share after the bonus (DRHP p.96). Outside investors paid ₹325 a share in February, March and April 2026, ₹46.43 after the bonus (DRHP p.126). A 6:1 bonus followed on August 17, 2026 (DRHP p.88).

11Who already owns it

Rysa Infratech promoter holding before and after the IPO

Source: DRHP p.95, DRHP p.96, DRHP p.97; the after-issue column is our arithmetic, assuming all 66,00,000 new shares are issued and nothing else changes, on 2,20,00,000 shares (DRHP p.64). The document itself leaves the post-issue holding blank (DRHP p.97). Promoter holding goes from 90.9% to about 63.6% (our arithmetic, DRHP p.97). There are 44 shareholders (DRHP p.102).

No fund or company holds 1% or more; the only non-promoter above 1% is Sanjay Kumar Jain, an individual, at 1.41% (DRHP p.96). The public holders came in through three private placements at ₹325 a share: 83,000 shares on February 24, 2026, 34,000 on March 11, 2026 and 83,000 on April 15, 2026, 2,00,000 shares and ₹6.5 crore in all (DRHP p.88, DRHP p.126). Among them are one company, Fast Solutions India Private Limited, and one LLP, EquiRise Advisors LLP, each well under 1% (DRHP p.90). Five individuals, including the non-executive director and the chief financial officer, hold 14 shares each after the bonus (DRHP p.90, DRHP p.103).

12What changed just before the IPO

• Revenue and profit: revenue went from ₹18.9 crore in FY24 to ₹115.2 crore in FY26 and profit after tax from ₹0.91 crore to ₹8.3 crore (DRHP p.67).
• A business bought from the promoters: Optimus Enviropro Private Limited, for ₹4.13 crore, effective April 1, 2025; it was 47.37% of FY26 revenue (DRHP p.195, DRHP p.29).
• Receivable days for the company moved from 111 in FY24 to 52 in FY26 (DRHP p.109).
• Customer mix: private contractors went from 59.23% to 82.81% of revenue and Punjab from 12.78% to 57.69% (DRHP p.180).
• Promoter pay went from ₹0.42 crore in FY24 to ₹0.74 crore in FY26 (our arithmetic, DRHP p.70).
• Pre-IPO placements: 2,00,000 shares at ₹325 a share to outside investors, February to April 2026 (DRHP p.88).
• Bonus issue: 6:1, allotted August 17, 2026, the last allotment before the IPO, with no price paid (DRHP p.88).
• The company became public: converted from a private company with a certificate dated December 18, 2024 (DRHP p.3).
• Auditor change: Sudhanshu Manish & Associates left on August 14, 2024, citing pre-occupation, and A G S J & Co. was appointed on September 30, 2024 for five years (DRHP p.82).
• Board and officers: two independent directors, a chief financial officer and a company secretary were appointed on July 19, 2026; three additional directors appointed in December 2024 resigned on March 31, 2025 (DRHP p.204, DRHP p.205, DRHP p.212).
• New lending: Bank of Baroda took over the working capital facility from HDFC Bank, and ICICI Bank sanctioned ₹13.0 crore for the company and ₹12.0 crore for Optimus on August 18, 2026 (DRHP p.255, DRHP p.266).
• Related-party lending: an advance of ₹1.75 crore from Rajeev Beniwal, the brother of Sanjiv Kumar Chaudhary, in FY26 (DRHP p.71, DRHP p.249).
• Filing corrections: five forms filed with the Registrar of Companies in July and September 2026 to correct errors in past allotment filings (DRHP p.40).

13Capacity and expansion

Source: DRHP p.183, fabrication capacity as of August 2026 from a chartered engineer's certificate. The plant at Plot No. 286, Industrial Estate, Alipur, Barwala, Panchkula has sheet rolling and bending machines, a plasma cutter, 27 welding machines and related equipment (DRHP p.170, DRHP p.183).

Capital expenditure was ₹2.4 crore in FY24, mostly vehicles and plant, ₹0.09 crore in FY25 and ₹0.33 crore in FY26 (DRHP p.68, DRHP p.272). None of the issue money goes to capacity (DRHP p.104). The document does not say whether the capacity figure was the same in FY24 and FY25, only that utilisation was measured against the capacity certificate (DRHP p.183).

The working order book was ₹92.5 crore at June 30, 2026: ₹75.4 crore for the company and ₹17.1 crore for Optimus (DRHP p.106, DRHP p.107). Of the company's part, ₹29.7 crore is water treatment and distribution and ₹21.9 crore is seawater or brackish water work, verticals in which no revenue had been recognised by March 2026 (DRHP p.106, DRHP p.107, DRHP p.28).

14Market size and industry structure

Rysa Infratech industry: market size and growth

As claimed: the industry chapter rests on "Water & Wastewater Management Industry", dated September 23, 2026, by Infomerics Analytics & Research Private Limited, which the company commissioned and paid for in connection with the issue (DRHP p.131). The commissioned report does not state a rupee size for the water and wastewater engineering, procurement and construction market. Its nearest figure is a project pipeline: 1,021 water and waste management project opportunities worth about USD 76.37 billion, of which 867 are to be implemented as EPC contracts, from the National Infrastructure Pipeline and the India Investment Grid (DRHP p.142, DRHP p.143).

The part that is addressable: the company sells sewage, water treatment and desalination plants, mostly in North India. The report's closest programme figures are 910 water treatment plant projects sanctioned under AMRUT 2.0 by March 2, 2026, of 11,395.1 MLD at ₹56,727.69 crore, and state water action plans covering 3,528 water supply projects worth ₹1,19,636.49 crore across 2,484 urban local bodies (DRHP p.147, DRHP p.156). Under the Namami Gange programme, 71 sewerage projects worth ₹12,641 crore were sanctioned to add 2,210 MLD (DRHP p.156).

What the company is today: FY26 revenue of ₹115.2 crore is about 0.2% of the sanctioned AMRUT 2.0 water treatment plant cost and about 0.1% of the state water action plan value (our arithmetic, DRHP p.67, DRHP p.147, DRHP p.156). These are programme totals spread over several years, not annual markets, so the comparison is only a sense of scale.

Size over time: the combined central budget for the Department of Drinking Water & Sanitation and the Department of Water Resources went from ₹25,682.86 crore in FY20 to ₹94,807.84 crore in FY27, and the report puts the FY20 to FY26 growth at 8.30% a year (DRHP p.141). The spending was uneven, peaking at ₹95,108.97 crore in FY24 and falling to ₹41,436.82 crore in FY26 before the FY27 allocation (DRHP p.141).

The Jal Jeevan Mission allocation rose from ₹17,000 crore to ₹67,670 crore in FY27, and the mission was extended to December 2028 with an outlay of ₹8.69 lakh crore (DRHP p.141, DRHP p.156). The report shows growth in the water supply, sewerage and waste management index of industrial production slowing from 17.8% in FY24 to 11.9% in FY25 and 6.4% in FY26 (DRHP p.135). It makes no rupee projection for the market.

Segments: the report divides the market by contract type (construction, operation and maintenance, public-private partnership), by scope of service, by infrastructure segment (water treatment and distribution, wastewater and sewage treatment and recycling, seawater desalination), by greenfield or brownfield, and by government or private client (DRHP p.137, DRHP p.138, DRHP p.139). The company's revenue so far is all in wastewater and sewage treatment, with orders in the other two segments (DRHP p.177).

What drives demand: the chapter names government spending under the Jal Jeevan Mission, AMRUT 2.0, Namami Gange and Swachh Bharat Mission (Urban) 2.0, urbanisation, reuse of treated wastewater, discharge rules for industry, rural drinking water, smart water technology and decentralised sludge treatment (DRHP p.153, DRHP p.154). Rural tap coverage rose from 3.23 crore households, 17%, in August 2019 to 15.82 crore, 81.71%, by March 2026 (DRHP p.156). Groundwater stress is a driver too: Punjab extracted 26.27 billion cubic metres against 16.80 extractable (DRHP p.145).

Structure: the report describes competition among large infrastructure companies, specialised water EPC contractors and regional players, with competitive bidding for government tenders pressing on prices and margins (DRHP p.156, DRHP p.159). It names two listed players, EMS Limited and Enviro Infra Engineers Limited (DRHP p.161). Barriers to entry it lists are prequalification criteria, capital and working capital, technical staff, track record and long payment cycles (DRHP p.160). It does not give market shares. Punjab has 77 sewage treatment plants of 2,088.22 MLD installed and Haryana 109 of 1,929.67 MLD (DRHP p.149).

Inputs and trade: the main inputs are steel, cement, pipes, pumps, electrical equipment, valves and treatment systems, whose price swings hurt fixed-price contracts (DRHP p.155). The company imported nothing in the three years; all materials were domestic (DRHP p.253).

Rules: the sector runs under the Water (Prevention and Control of Pollution) Act, 1974, the Environment (Protection) Act, 1986 and Central Pollution Control Board discharge standards (DRHP p.157), and the company's site work under labour laws including the Building and Other Construction Workers Act, 1996 and the Contract Labour Act, 1970 (DRHP p.187).

What the chapter says can go wrong: delays in approvals and land, raw material price swings, delayed payments and stretched working capital, shortage of skilled staff, compliance costs, intense bidding competition, weak enforcement of effluent norms and slow common effluent treatment plant projects for small industry (DRHP p.155, DRHP p.156). The construction GVA figures are printed as "lakh crore" in the text but as crore in the chart beside them (DRHP p.141, DRHP p.142). Much of the chapter is national economy data, global growth, inflation and per capita income, which does not size this company's segment (DRHP p.131, DRHP p.133).

15Competitive position

Rysa Infratech competitors

Source: DRHP p.125, converted from ₹ lakh; the document gives net debt to EBITDA, not borrowings, for the peers (DRHP p.125). The peers report under Ind AS and the company under Indian GAAP (DRHP p.122).

What the company puts forward: a portfolio across three water segments, in-house design and fabrication through Optimus, conventional and advanced treatment technologies, and promoters with long industry experience (DRHP p.166, DRHP p.167, DRHP p.168). Against that: revenue a sixth of EMS Limited's, the lowest PAT margin of the three, the highest net debt to EBITDA, a largest customer at 34.89% of revenue, 47.23% of revenue as a subcontractor and four tender wins out of 25 bids in FY26 (DRHP p.125, DRHP p.181, DRHP p.33, DRHP p.38). The company's trademarks are applied for but not registered (DRHP p.185).

16Peers the company named

Peers named in the offer document: EMS Limited and Enviro Infra Engineers Limited (DRHP p.121).

Both build sewage and water treatment plants for government and urban bodies, the same work as the company's EPC side (DRHP p.161). EMS Limited is about six times the company's FY26 revenue and Enviro Infra Engineers Limited about ten times (DRHP p.122). Neither has a product subsidiary comparable to Optimus in the document's description (DRHP p.161). Both had higher PAT margins, 12.45% and 16.44%, against 7.23% (DRHP p.125).

The document prints their P/E on September 28, 2026 closing prices as 21.04 and 18.52, an average of 19.78 (DRHP p.121). The company's FY26 EPS is ₹5.91 after the bonus (DRHP p.120). With no price band, no P/E for the company can be stated.

17Risks, in plain words

Rysa Infratech IPO risks

Customers: the largest customer was 34.89% of FY26 revenue and the top ten 79.58% (DRHP p.181) → the customers change every year and are not named (DRHP p.27) → losing one large order would move revenue by a third.

The acquisition: Optimus, bought on April 1, 2025, was 47.37% of FY26 revenue (DRHP p.29) → there is only one year of combined accounts and the earlier years are standalone (DRHP p.68) → the FY24 to FY26 growth rate, 147.1% a year (our arithmetic, DRHP p.67), mixes an acquisition with organic growth.

Cash and working capital: operating cash flow was negative in FY24, FY25 and FY26, −₹8.1 crore in the last (DRHP p.68) → inventory, receivables and unbilled revenue were ₹81.5 crore at March 2026 against revenue of ₹115.2 crore (our arithmetic, DRHP p.66, DRHP p.241) → the company's own plan has working capital reaching ₹82.0 crore by FY28 (DRHP p.108).

Debt: borrowings were ₹50.5 crore against equity of ₹17.0 crore at March 2026, 2.98 times (DRHP p.258) → fund-based debt reached ₹52.9 crore by July 2026 at rates up to 19.00% (DRHP p.261, DRHP p.262) → the issue repays none of it (DRHP p.104).

Subcontracting and defence: 47.23% of FY26 revenue came as a subcontractor, whose payment depends on the principal contractor (DRHP p.33) → the company is in disputes with Military Engineer Services over contracts at Kanpur and Rangapur (DRHP p.39, DRHP p.276, DRHP p.277).

Order book: all of the company's water treatment and seawater orders, ₹51.6 crore at June 30, 2026, are in verticals with no revenue recognised yet (DRHP p.106, DRHP p.107, DRHP p.28) → the document gives the reason for the delay only as an unfilled placeholder (DRHP p.28).

Related parties: related-party transactions were 97.07% of FY24 revenue and 20.36% of FY26 revenue (DRHP p.36) → Aadys Components Private Limited, a promoter company, is authorised to do similar work and is held under a non-compete signed the day before the filing (DRHP p.41, DRHP p.196).

Records and compliance: the company has filed corrections for past allotment filings, paid ₹0.10 crore of interest and penalties on TDS, EPF and GST in FY26, and reported stock statements to banks that differed from its books (DRHP p.40, DRHP p.247, DRHP p.255) → item-wise inventory reconciliation is still pending (DRHP p.253).

Issue-specific: the promoters' average cost is ₹1.43 a share and the pre-IPO investors' ₹46.43 after the bonus (DRHP p.96, DRHP p.126) → the price band, issue size, general corporate purposes amount and expenses are blank (DRHP p.104, DRHP p.116).

18Litigation and regulatory matters

Cases against Rysa Infratech and its promoters

Criminal: none against or by the company, the promoters, the directors or key managerial personnel (DRHP p.276, DRHP p.278). Civil against the company: none (DRHP p.276). Regulatory actions against the company or promoters: none (DRHP p.277, DRHP p.278).

Against the promoters, the document describes a suit by the Union of India through the Commander Works Engineer under Section 34 of the Arbitration and Conciliation Act against M/s Rysa Infratech, the proprietorship of Yogesh Tomar, before the Additional District Judge, Patiala, to set aside an arbitral award of ₹0.34 crore with 8% interest from February 10, 2017; the matter is at arguments, with a hearing on October 23, 2026 (DRHP p.278). The wording does not make clear in whose favour the award was passed (DRHP p.278). The summary table counts two tax matters against the promoters totalling ₹0.43 crore, which appears to include this award (DRHP p.37).

In the Rangapur arbitration the tribunal granted interim injunctions on May 25, 2026 stopping encashment of the performance bank guarantee, cancellation of the contract and a ban on future tenders (DRHP p.277). The Kanpur contract was cancelled and the performance security and retention money withheld (DRHP p.277). There are e-proceedings pending against the company, Optimus and the promoters that have not become demands (DRHP p.279). The group company has no litigation with a material impact (DRHP p.290).

19Related-party transactions

Source: DRHP p.70, DRHP p.71, DRHP p.249; the FY26 Optimus purchases are eliminated on consolidation (DRHP p.71). Loans from the promoters were ₹1.8 crore owed to Sanjiv Kumar Chaudhary and ₹0.82 crore to Yogesh Tomar at March 31, 2026, interest free (DRHP p.70, DRHP p.71, DRHP p.237). Rajeev Beniwal, the brother of Sanjiv Kumar Chaudhary, advanced ₹1.75 crore in FY26 (DRHP p.71, DRHP p.249). The registered office and the Chandigarh branch are leased from related parties (DRHP p.185).

What appeared or changed in the two years before filing: the purchase of Optimus from the promoters on April 1, 2025, turning a supplier into a subsidiary (DRHP p.195); sales of goods to Aadys Components Private Limited and rent from it in FY26, after purchases from it in earlier years (DRHP p.70); a rise in purchases from Indus Waterways to ₹2.2 crore in FY26 (DRHP p.70); the advance from Rajeev Beniwal (DRHP p.71); and four non-compete agreements dated September 30, 2026 (DRHP p.196, DRHP p.197). The document describes the transactions as at arm's length (DRHP p.36).

20What the offer document does not say

The top customers and suppliers are not named. Unit volumes, plants or MLD commissioned, and prices are not given, so growth cannot be split into volume and price. Margins by vertical are given only as FY26 segment results, not by project type. Optimus's revenue and profit before the acquisition, and how its ₹4.13 crore price was set, are not given. The price band, issue amount, general corporate purposes amount and expenses are blank (DRHP p.104). Aadys Components Private Limited's financials are only on the company's website, not in the document (DRHP p.289). No credit rating is disclosed.

Some inconsistencies are recorded as document matters, not business ones:

• The reason why the water treatment and seawater orders had not started is printed as a placeholder, "[reason: e.g., pending design approvals / handover of sites / receipt of work commencement orders from the respective authorities]" (DRHP p.28, DRHP p.269).
• The order book is given as ₹98.2 crore at March 31, 2026 in tables but as ₹27.9 crore, ₹26.1 crore and ₹26.5 crore for FY26, FY25 and FY24 in a sentence on the same page (DRHP p.178).
• The milestones table says turnover grew from ₹26 crore in FY25 to ₹50 crore in FY26, against restated revenue of ₹24.7 crore and ₹115.2 crore (DRHP p.195, DRHP p.67).
• A risk factor says ₹35.2 crore of FY26 working capital will be funded from the issue, while the objects allocate ₹26.0 crore and ₹15.0 crore over FY27 and FY28 (DRHP p.31, DRHP p.104).
• A risk factor says 100% of revenue came from Northern and Western India, while the state table includes Meghalaya, Kerala, Assam and others; the KPIs say 23 states served in FY26 while the strategy section says nine (DRHP p.31, DRHP p.32, DRHP p.166, DRHP p.169).
• The FY24 and FY25 splits by business model and by customer type repeat the principal and subcontractor split exactly (DRHP p.171, DRHP p.172, DRHP p.180).
• Return on net worth is 76.44% in the KPIs and 49.09% in another table, on different definitions (DRHP p.123, DRHP p.251).
• The litigation materiality threshold is stated as ₹17.32 lakh after listing a five-percent-of-profit test of ₹17.73 lakh (DRHP p.276).

21Five questions for management

1. How much of the company's own FY26 works revenue of ₹60.6 crore came from the single largest customer, and was any of it work for which Optimus supplied the equipment?
2. What were Optimus's revenue, profit and net worth in FY25, and how was the ₹4.13 crore purchase price arrived at?
3. What is the gross margin on EPC contracts as principal contractor against subcontracted work, in FY24 to FY26?
4. Why had execution not begun by March 2026 on the ₹51.6 crore of water treatment and brackish water orders, and when does each start?
5. What explains the gap between trade receivables in the books and those reported to banks in quarterly stock statements, and has it been reconciled?

1Sources and cited facts

This study was read from 1 document the company filed. The 169 figures it cites are listed under the document each came from, with the page and the sentence as printed.